EX-99.1 2 ex991.htm NEWS RELEASE DATED JULY 28, 2009

ex991.htm

Exhibit 99.1

News release via Canada NewsWire, Toronto 416-863-9350

	    Attention Business/Financial Editors:
	    Rogers Reports Second Quarter 2009 Financial and Operating Results

	    <<
	       Second Quarter Consolidated Revenue Grows By 3% to $2.9 Billion;

	    Wireless Delivers Strong Subscriber Growth, Historically Low Postpaid
	    Churn, 38% Wireless Data Revenue Growth, and 49% Network Revenue Margins;

	    Cable Drives Continued Margin Expansion and Healthy Growth in Cash Flow
	    as Subscriber Growth Slows in Face of Economic Recession in Ontario and
	                   Growing Maturation of Certain Products;

	    Double Digit Adjusted Operating Profit Growth at Cable Operations Offset
	     by Reductions in Roaming and Other Discretionary Usage at Wireless,
	       Advertising Sales Declines at Media, and Costs From Successful
	                       Smartphone Campaign at Wireless
	    >>

	    TORONTO, July 28 /CNW/ - Rogers Communications Inc. today announced its
consolidated financial and operating results for the three and six months
ended June 30, 2009.

	    <<
	    Financial highlights are as follows:

	    -------------------------------------------------------------------------
	                                Three months ended       Six months ended
	    (In millions of                  June 30,                 June 30,
	     dollars, except        -------------------------------------------------
	     per share amounts)       2009     2008   % Chg    2009     2008   % Chg
	    -------------------------------------------------------------------------

	    Operating revenue       $ 2,891  $ 2,803      3  $ 5,638  $ 5,412      4
	    Operating profit(1)       1,033      996      4    2,115    2,091      1
	    Net income                  374      301     24      683      645      6
	    Basic and diluted
	     net income per share   $  0.59  $  0.47     26  $  1.08  $  1.01      7

	    As adjusted:(2)
	      Operating profit(1)   $ 1,083  $ 1,089     (1) $ 2,088  $ 2,067      1
	      Net income                412      364     13      668      631      6
	      Basic and diluted
	       net income
	       per share            $  0.65  $  0.57     14  $  1.06  $  0.99      7

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

	    (1) Operating profit should not be considered as a substitute or
	        alternative for operating income or net income, in each case
	        determined in accordance with Canadian generally accepted accounting
	        principles ("GAAP"). See the section entitled "Reconciliation of Net
	        Income to Operating Profit and Adjusted Operating Profit for the
	        Period" for a reconciliation of operating profit and adjusted
	        operating profit to operating income and net income under Canadian
	        GAAP and the section entitled "Key Performance Indicators and Non-
	        GAAP Measures".
	    (2) For details on the determination of the 'as adjusted' amounts, which
	        are non-GAAP measures, see the sections entitled "Supplementary
	        Information" and "Key Performance Indicators and Non-GAAP Measures".
	        The 'as adjusted' amounts presented above are reviewed regularly by
	        management and our Board of Directors in assessing our performance
	        and in making decisions regarding the ongoing operations of the
	        business and the ability to generate cash flows. The 'as adjusted'
	        amounts exclude (i) stock-based compensation (recovery) expense; (ii)
	        integration and restructuring expenses; and (iii) in respect of net
	        income and net income per share, debt issuance costs and the related
	        income tax impact of the above amounts.

	    Highlights of the second quarter of 2009 include the following:

	    -   We generated consolidated growth in quarterly revenue of 3%, while
	        adjusted operating profit declined by 1% to $1.083 billion as the
	        growth at Cable was more than offset by acquisition and retention
	        costs from the continued success of the smartphone campaign and
	        economic pressures on usage at Wireless and advertising revenue
	        declines at Media.

	    -   Wireless network revenue grew by 6% year-over-year driven by postpaid
	        net subscriber additions of 148,000, data revenue growth accelerating
	        by 38% to 20% of network revenue, and a further reduction of postpaid
	        churn to 1.00%, partially offset by economic pressures on roaming,
	        long distance and other usage based revenue items.

	    -   Wireless activated more than 315,000 smartphone devices,
	        predominantly iPhone 3G, BlackBerry and Android devices, during the
	        quarter. Approximately half of these activations were to subscribers
	        new to Wireless with the other half being to existing Wireless
	        subscribers who upgraded devices, committed to new term contracts,
	        and in most cases attached both voice and monthly data packages which
	        generate considerably above average ARPU. The results of the
	        continued success of the smartphone campaign drove significantly
	        higher acquisition and retention costs at Wireless.

	    -   Wireless launched the next generation Apple iPhone 3G S in Canada
	        which offers speeds up to two times faster than the previous iPhone
	        3G with download speeds up to 7.2 Mbps. Wireless also launched the
	        first two Android operating system powered smartphones in Canada
	        featuring built-in integration with many of Google's leading mobile
	        services including the Android Market, which features more than 3,200
	        downloadable mobile applications.

	    -   Wireless recently announced that together with HP it is introducing
	        Internet-ready netbooks which are Canada's first to integrate
	        embedded mobile broadband technology to connect to the Web over
	        Rogers' next generation HSPA wireless network across Canada - three
	        times faster than any other.

	    -   Basic cable, digital cable, Internet, and home phone service
	        subscriber growth all continued to slow from the previous year
	        reflecting the worsening economic recession and unemployment levels
	        in Ontario where 90% of Cable's market is concentrated. Increasing
	        levels of product maturity have also contributed to slowing
	        subscriber growth with cable Internet subscriber penetration at 69%
	        of basic  cable customers, digital penetration at 70% of basic cable
	        households, and residential voice-over-cable telephony penetration at
	        38% of basic cable subscribers.

	    -   Cable recently announced that it would launch a 50Mbps DOCSIS 3 high
	        speed Internet service, and also that it is the first cable Internet
	        provider in North America to offer customers a DOCSIS 3 gateway
	        wireless home networking device, the fastest wireless home networking
	        device available, which combines a cable modem providing the fastest
	        Internet available on the market and a wireless router into one
	        device, enabling customers to extend their wireless broadband
	        connection further and with better signal quality and with fewer in-
	        home electronic components.

	    -   Cable announced the launch of 18 new HDTV channels bringing the total
	        number of HDTV channels available through its digital cable to 72. As
	        of the end of the second quarter, 40% of Rogers Digital Cable
	        customers now subscribe to HDTV, and viewership of HD titles On
	        Demand has doubled in the last year. Rogers offers its over 640,000
	        HD customers the most choice with the most HD movies, the most HD
	        sports programming and 255 HD On Demand titles that are not available
	        on satellite.

	    -   Media received CRTC approval for the purchase of radio stations K-
	        Rock and KIX Country in Kingston, Ontario, and the acquisition closed
	        during the quarter. Media now operates 54 radio stations across
	        Canada, and is the third largest radio operator in Canada measured in
	        revenues.

	    -   Rogers announced on May 19, 2009 that it had increased its Class B
	        Non-Voting share buy back program authorization from $300 million to
	        the lesser of $1.5 billion or 48 million Class B shares during the
	        twelve month period commencing February 20, 2009 and ending February
	        19, 2010. Year-to-date at June 30, 2009 Rogers had repurchased
	        16,480,000 Class B shares for cancellation for an aggregate total of
	        approximately $509 million. At the same time, Rogers also announced
	        that it has set a target leverage range for its capital structure of
	        net debt to adjusted operating profit of 2.0 to 2.5 times.

	    -   Rogers announced on May 21, 2009 that it had priced an offering of
	        $1.0 billion of 5.80% Senior Notes due May 2016. The Senior Notes
	        were priced at $997.67 per $1,000 principal amount, for an effective
	        yield of 5.841% per annum, with the net proceeds from the offering
	        intended to be used for general corporate purposes.

	    -   At June 30, 2009 Rogers had the full availability under its $2.4
	        billion committed bank credit facility that matures in July, 2013,
	        and has no scheduled debt maturities until May 2011. This financial
	        position provides us with substantial liquidity and flexibility.
	    >>

	    "Whereas we had slower growth on our top line due to sustained
recessionary economic pressures and the increasing maturation of certain of
our services, we were successful during the second quarter in reducing costs,
returning increasing amounts of cash to shareholders and further enhancing the
quality of our balance sheet," said Nadir Mohamed, President and Chief
Executive Officer. "Most importantly, at the same time we have continued to
invest in key growth areas and deliver innovative products and increased value
to customers."

	    This management's discussion and analysis ("MD&A"), which is current as
of July 27, 2009, should be read in conjunction with our Second Quarter 2009
Interim Unaudited Consolidated Financial Statements and Notes thereto, our
2008 Annual MD&A and our 2008 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
("GAAP") for interim financial statements and is expressed in Canadian
dollars. Please refer to Note 25 of our 2008 Annual Audited Consolidated
Financial Statements for a summary of the differences between Canadian GAAP
and United States ("U.S.") GAAP for the year ended December 31, 2008.

	    <<
	    In this MD&A, the terms "we", "us", "our", "Rogers" and "the Company"
refer to Rogers Communications Inc. and our subsidiaries, which are reported
in the following segments:

	    -   "Wireless", which refers to our wireless communications operations,
	        including Rogers Wireless Partnership ("RWP") and Fido Solutions Inc.
	        ("Fido");

	    -   "Cable", which refers to our wholly-owned cable television
	        subsidiaries, including Rogers Cable Communications Inc. ("RCCI") and
	        its subsidiary, Rogers Cable Partnership; and

	    -   "Media", which refers to our wholly-owned subsidiary Rogers Media
	        Inc. and its subsidiaries, including Rogers Broadcasting, which owns
	        a group of 54 radio stations, the Citytv television network, the
	        Rogers Sportsnet television network, The Shopping Channel, the OMNI
	        television stations, and Canadian specialty channels including The
	        Biography Channel Canada, G4TechTV and Outdoor Life Network; Rogers
	        Publishing, which publishes approximately 70 magazines and trade
	        journals; and Rogers Sports Entertainment, which owns the Toronto
	        Blue Jays Baseball Club ("Blue Jays") and Rogers Centre. Media also
	        holds ownership interests in entities involved in specialty
	        television content, television production and broadcast sales.

	    Substantially all of our operations are in Canada.

	    "RCI" refers to the legal entity Rogers Communications Inc., excluding our
subsidiaries.

	    Throughout this MD&A, percentage changes are calculated using numbers
rounded as they appear.

	    SUMMARIZED CONSOLIDATED FINANCIAL RESULTS

	    -------------------------------------------------------------------------
	                                Three months ended       Six months ended
	    (In millions of                  June 30,                 June 30,
	     dollars, except        -------------------------------------------------
	     per share amounts)       2009     2008   % Chg    2009     2008   % Chg
	    -------------------------------------------------------------------------

	    Operating revenue
	      Wireless              $ 1,616  $ 1,522      6  $ 3,160  $ 2,953      7
	      Cable
	        Cable Operations        763      718      6    1,506    1,413      7
	        RBS                     125      130     (4)     253      263     (4)
	        Rogers Retail            90       92     (2)     192      192      -
	        Corporate items
	         and eliminations        (6)      (2)   200      (11)      (5)   120
	                            -------------------------------------------------
	                                972      938      4    1,940    1,863      4
	      Media                     366      409    (11)     650      716     (9)
	      Corporate items
	       and eliminations         (63)     (66)    (5)    (112)    (120)    (7)
	                            -------------------------------------------------
	    Total                     2,891    2,803      3    5,638    5,412      4
	                            -------------------------------------------------
	                            -------------------------------------------------
	    Adjusted operating
	     profit (loss)(1)
	      Wireless                  742      769     (4)   1,452    1,474     (1)
	      Cable
	        Cable Operations        329      293     12      637      571     12
	        RBS                       7       16    (56)      22       33    (33)
	        Rogers Retail            (4)      (5)   (20)      (3)      (2)    50
	                            -------------------------------------------------
	                                332      304      9      656      602      9
	      Media                      37       52    (29)      27       53    (49)
	      Corporate items
	       and eliminations         (28)     (36)   (22)     (47)     (62)   (24)
	                            -------------------------------------------------
	    Adjusted operating
	     profit(1)                1,083    1,089     (1)   2,088    2,067      1
	    Stock-based
	     compensation
	     recovery (expense)(2)      (13)     (53)   (75)      68       63      8
	    Integration and
	     restructuring
	     expenses(3)                (37)      (3)   n/m      (41)      (8)   n/m
	    Adjustment for CRTC
	     Part II fees
	     decision(5)                  -      (37)   n/m        -      (31)   n/m
	                            -------------------------------------------------
	    Operating profit(1)       1,033      996      4    2,115    2,091      1
	    Other income and
	     expense, net(4)            659      695     (5)   1,432    1,446     (1)
	                            -------------------------------------------------
	    Net income              $   374  $   301     24  $   683  $   645      6
	                            -------------------------------------------------
	    Basic and diluted net
	     income per share       $  0.59  $  0.47     26  $  1.08  $  1.01      7
	                            -------------------------------------------------

	    As adjusted:(1)
	      Net income            $   412  $   364     13  $   668  $   631      6
	      Basic and diluted
	       net income
	       per share            $  0.65  $  0.57     14  $  1.06  $  0.99      7

	    Additions to property,
	     plant and equipment
	     ("PP&E")(1)
	      Wireless              $   204  $   251    (19) $   378  $   414     (9)
	      Cable
	        Cable Operations        156      185    (16)     260      306    (15)
	        RBS                       9       10    (10)      17       14     21
	        Rogers Retail             3        4    (25)       6        7    (14)
	                            -------------------------------------------------
	                                168      199    (16)     283      327    (13)
	      Media                      16       17     (6)      30       38    (21)
	      Corporate(6)               46       14    n/m      102       23    n/m
	                            -------------------------------------------------
	    Total                   $   434  $   481    (10) $   793  $   802     (1)
	    -------------------------------------------------------------------------

	    (1) As defined. See the sections entitled "Supplementary Information" and
	        "Key Performance Indicators and Non-GAAP Measures".
	    (2) See the section entitled "Stock-based Compensation".
	    (3) In the three and six months ended June 30, 2009, costs incurred
	        relate to i) severances resulting from the restructuring of our
	        employee base to improve our cost structure in light of the declining
	        economic conditions; ii) severances and restructuring expenses
	        related to the outsourcing of certain information technology
	        functions; iii) the integration of Futureway Communications Inc.
	        ("Futureway") and Aurora Cable TV Limited ("Aurora Cable"); and iv)
	        the closure of certain Rogers Retail stores. In the three and six
	        months ended June 30, 2008, costs incurred relate to i) the
	        integration of Futureway and Call-Net Enterprises Inc. ("Call-Net");
	        ii) the restructuring of Rogers Business Solutions ("RBS"); and iii)
	        the closure of certain Rogers Retail stores.
	    (4) See the section entitled "Reconciliation of Net Income to Operating
	        Profit and Adjusted Operating Profit for the Period".
	    (5) Relates to an adjustment for CRTC Part II fees related to prior
	        periods.
	    (6) The year-over-year increase in corporate additions to PP&E for the
	        three and six months ended June 30, 2009 primarily reflects
	        approximately $26 million and $57 million, respectively, of spending
	        on an enterprise-wide billing and business support system initiative.

	    n/m: not meaningful.


	    SEGMENT REVIEW

	    WIRELESS
	    --------

	    Summarized Wireless Financial Results

	    -------------------------------------------------------------------------
	                                Three months ended       Six months ended
	    (In millions of                  June 30,                 June 30,
	     dollars, except        -------------------------------------------------
	     margin)                  2009     2008   % Chg    2009     2008   % Chg
	    -------------------------------------------------------------------------

	    Operating revenue
	      Postpaid              $ 1,456  $ 1,374      6  $ 2,862  $ 2,671      7
	      Prepaid                    73       71      3      140      137      2
	                            -------------------------------------------------
	      Network revenue         1,529    1,445      6    3,002    2,808      7
	      Equipment sales            87       77     13      158      145      9
	                            -------------------------------------------------
	    Total operating
	     revenue                  1,616    1,522      6    3,160    2,953      7
	                            -------------------------------------------------
	    Operating expenses
	     before the
	     undernoted
	      Cost of equipment
	       sales                    254      156     63      479      301     59
	      Sales and marketing
	       expenses                 149      151     (1)     289      291     (1)
	      Operating, general
	       and administrative
	       expenses                 471      446      6      940      887      6
	                            -------------------------------------------------
	                                874      753     16    1,708    1,479     15
	                            -------------------------------------------------
	    Adjusted operating
	     profit(1)                  742      769     (4)   1,452    1,474     (1)
	    Stock-based
	     compensation recovery
	     (expense)(2)                (2)      (8)   (75)       8        2    n/m
	    Integration and
	     restructuring
	     expenses(3)                 (9)       -    n/m       (9)       -    n/m
	                            -------------------------------------------------
	    Operating profit(1)     $   731  $   761     (4) $ 1,451  $ 1,476     (2)
	                            -------------------------------------------------
	                            -------------------------------------------------

	    Adjusted operating
	     profit margin as %
	     of network revenue(1)    48.5%    53.2%           48.4%    52.5%

	    Additions to PP&E(1)    $   204  $   251    (19) $   378  $   414     (9)
	    -------------------------------------------------------------------------

	    (1) As defined. See the sections entitled "Key Performance Indicators and
	        Non-GAAP Measures" and "Supplementary Information".
	    (2) See the section entitled "Stock-based Compensation".
	    (3) Costs incurred relate to severances and restructuring expenses
	        related to the outsourcing of certain information technology
	        functions.

	    Summarized Wireless Subscriber Results

	    -------------------------------------------------------------------------
	    (Subscriber
	     statistics in              Three months ended       Six months ended
	     thousands, except               June 30,                 June 30,
	     ARPU, churn            -------------------------------------------------
	     and usage)               2009     2008     Chg    2009     2008     Chg
	    -------------------------------------------------------------------------

	    Postpaid
	      Gross additions           347      283     64      662      576     86
	      Net additions             148       92     56      252      188     64
	      Total postpaid
	       retail subscribers     6,702    6,102    600    6,702    6,102    600
	      Average monthly
	       revenue per user
	       ("ARPU")(1)          $ 73.24  $ 75.62 $(2.38) $ 72.69  $ 74.11 $(1.42)
	      Average monthly
	       usage (minutes)          604      604      -      587      588     (1)
	      Monthly churn           1.00%    1.06% (0.06%)   1.05%    1.08% (0.03%)

	    Prepaid
	      Gross additions           135     149     (14)     265      282    (17)
	      Net additions (losses)     (6)      8     (14)     (38)     (21)   (17)
	      Total prepaid retail
	       subscribers            1,454   1,403      51    1,454    1,403     51
	      ARPU(1)               $ 16.77 $ 16.86  $(0.09) $ 15.92  $ 16.27 $(0.35)
	      Monthly churn           3.24%   3.39%  (0.15%)   3.44%    3.60% (0.16%)

	    Blended ARPU(1)         $ 63.09 $ 64.56  $(1.47) $ 62.32  $ 63.16 $(0.84)
	    -------------------------------------------------------------------------

	    (1) As defined. See the section entitled "Key Performance Indicators and
	        Non-GAAP Measures". As calculated in the "Supplementary Information"
	        section.
	    >>

	    Wireless Network Revenue

	    The year-over-year increase in subscriber additions reflects, in part,
the growth in activations of smartphone and wireless laptop devices, offset by
lower sales of voice only handsets. The increase in network revenue for the
three and six months ended June 30, 2009, compared to the corresponding
periods of 2008, was driven predominantly by the continued growth of Wireless'
postpaid subscriber base and the year-over-year growth of wireless data.
Year-over-year, blended ARPU declined by 2.3%, which reflects the impact of
declines in roaming and out-of-plan usage revenues as customers curtail travel
and adjust their wireless usage during the economic recession. These
reductions in roaming and out-of-plan usage caused a decline in the voice
component of postpaid ARPU compared to the corresponding periods of 2008,
which was partially offset by growth in wireless data.
	    For the three and six months ended June 30, 2009, wireless data revenue
increased by approximately 38% and 40%, respectively, over the corresponding
periods of 2008, to $313 million and $611 million, respectively. This growth
in wireless data revenue reflects the continued penetration and growing usage
of smartphone and wireless laptop devices which are driving the use of text
messaging and e-mail, wireless Internet access, and other wireless data
services. The increase in wireless data usage was partially offset by the
impact of certain data services price reductions made during the second and
third quarters of 2008. For the three and six months ended June 30, 2009, data
revenue represented approximately 20% of total network revenue, compared to
16% in the corresponding periods of 2008.
	    Wireless' success in the continued incremental reduction of postpaid
churn reflects targeted customer retention activities and continued
enhancements in network coverage and quality.

	    Wireless Equipment Sales

	    The year-over-year increase in revenue from equipment sales, including
activation fees and net of equipment subsidies, reflects the larger volume of
smartphones sold in the three and six months ended June 30, 2009, versus the
corresponding periods of 2008. These sales include those to both new customers
and to existing customers who choose to upgrade their devices.
	    Wireless activated more than 315,000 smartphone devices, predominately
iPhone 3G, BlackBerry and Android devices, during the three months ended June
30, 2009. Approximately half of these activations were to subscribers new to
Wireless in the three months ended June 30, 2009, with the other half being to
existing Wireless subscribers who upgraded devices, committed to new
multi-year-term contracts, and in a majority of cases attached both voice and
monthly data packages which generate considerably above average ARPU.
Smartphone devices as a percentage of postpaid gross additions increased to
approximately 45% in the three months ended June 30, 2009, versus
approximately 30% in the corresponding period of 2008, while smartphone
devices as a percentage of device upgrades increased to approximately 40% in
the three months ended June 30, 2009, versus approximately 20% in the
corresponding period of 2008. Because Wireless incurs significant upfront
handset subsidies for each unit activated, the results of this successful
smartphone sales campaign drove significantly higher acquisition and retention
costs at Wireless in the three months ended June 30, 2009 versus the
corresponding period of 2008.
	    The high upfront cost associated with adding smartphone subscribers so
rapidly is an investment made to contract customers with significantly higher
than average ARPU for multi-year terms which we expect will have the effect in
subsequent periods of being accretive to overall ARPU while reducing overall
churn.

	    <<
	    Wireless Operating Expenses

	    -------------------------------------------------------------------------
	                                Three months ended       Six months ended
	                                     June 30,                 June 30,
	    (In millions            -------------------------------------------------
	     of dollars)              2009     2008   % Chg    2009     2008   % Chg
	    -------------------------------------------------------------------------

	    Operating expenses
	      Cost of
	       equipment sales      $   254  $   156     63  $   479  $   301     59
	      Sales and marketing
	       expenses                 149      151     (1)     289      291     (1)
	      Operating, general
	       and administrative
	       expenses                 471      446      6      940      887      6
	                            -------------------------------------------------
	    Operating expenses
	     before the undernoted      874      753     16    1,708    1,479     15
	    Stock-based
	     compensation
	     recovery (expense)(1)        2        8    (75)      (8)      (2)   n/m
	    Integration and
	     restructuring
	     expenses(2)                  9        -    n/m        9        -    n/m
	                            -------------------------------------------------
	    Total operating
	     expenses               $   885  $   761     16  $ 1,709  $ 1,477     16
	    -------------------------------------------------------------------------

	    (1) See the section entitled "Stock-based Compensation".
	    (2) Costs incurred relate to severances and restructuring expenses
	        related to the outsourcing of certain information technology
	        functions.
	    >>

	    As a result of the significant number of smartphone activations in the
three and six months ended June 30, 2009, versus the corresponding periods of
2008, certain Wireless metrics for the three and six months ended June 30,
2009, including cost of equipment sales and retention costs, increased
significantly over the corresponding periods in 2008. These cost increases had
a dilutive impact on Wireless' operating profit growth. However, the large
majority of smartphone customers subscribe to both voice and data service
plans for multi-year terms, which has, to date, resulted in these customers
generating greater than 150% of the average subscriber ARPU. We expect that
our investments in attracting and retaining these high value smartphone
subscribers will result in the creation of significant net positive lifetime
value per subscriber added. Consequently, Wireless' ARPU levels are expected
to be positively impacted over the term of the subscribers' multi-year
contracts. See the section entitled "Caution Regarding Forward-Looking
Statements, Risks and Assumptions" below.
	    The increase in cost of equipment sales for the three and six months
ended June 30, 2009, compared to the corresponding periods of 2008, was
primarily the result of the large volume of smartphone sales.
	    The year-over-year increase in operating, general and administrative
expenses, excluding retention spending discussed below, for the three and six
months ended June 30, 2009, compared to the corresponding periods of 2008, was
primarily driven by the overall growth in the Wireless subscriber base. In
addition, Wireless incurred higher costs to support increased usage of
wireless data services, as well as increases in information technology and
customer care as a result of the complexity of supporting more sophisticated
devices and services. These costs were partially offset by savings related to
operating and scale efficiencies across various functions.
	    Total retention spending, including subsidies on handset upgrades, was
$144 million and $287 million in the three and six months ended June 30, 2009,
respectively, compared to $96 million and $189 million in the corresponding
periods of 2008. As a result of its continued successful smartphone marketing
campaign, Wireless experienced a higher rate of upgrade activity by existing
subscribers in the three and six months ended June 30, 2009, versus the
corresponding periods in 2008. Approximately half of the smartphone device
activations in the three months ended June 30, 2009, were hardware and service
plan upgrades by existing subscribers which drove the largest portion of the
increase in retention spending.

	    Wireless Adjusted Operating Profit

	    The year-over-year decrease in adjusted operating profit reflects the
increase in network revenue largely offset by the significant increase in cost
of equipment sales from the smartphone handset subsidies discussed above.
Primarily as a result of our investment in a significant number of high ARPU,
but high subsidy, smartphone activations, Wireless' adjusted operating profit
margin on network revenue (which excludes equipment sales revenue) decreased
to 48.5% and 48.4% for the three and six months ended June 30, 2009,
respectively, compared to the historically high 53.2% and 52.5% in the
corresponding periods of 2008.

	    <<
	    Wireless Additions to Property, Plant and Equipment ("PP&E")

	    Wireless additions to PP&E are classified into the following categories:

	    -------------------------------------------------------------------------
	                                Three months ended       Six months ended
	                                     June 30,                 June 30,
	                            -------------------------------------------------
	    (In millions of dollars)  2009     2008   % Chg    2009     2008   % Chg
	    -------------------------------------------------------------------------

	    Additions to PP&E
	      High-Speed Packet
	       Access ("HSPA")      $    80  $   120    (33) $   165  $   182     (9)
	      Network - capacity         56       52      8       77       93    (17)
	      Network - other            37       51    (27)      85       89     (4)
	      Information and
	       technology and other      31       28     11       51       50      2
	                            -------------------------------------------------
	    Total additions to
	     PP&E                   $   204  $   251    (19) $   378  $   414     (9)
	    -------------------------------------------------------------------------
	    >>

	    Additions to Wireless PP&E reflect spending on network capacity, such as
radio channel additions and network enhancing features. Additions to PP&E
associated with the deployment of HSPA were mainly for the continued roll-out
to various markets across Canada. Other network-related PP&E additions
included national site build activities, test and monitoring equipment,
network sectorization work, operating support system activities, investments
in network reliability and renewal initiatives, and new product platforms.
Information technology and other wireless specific system initiatives included
billing and back-office system upgrades, and other facilities and equipment
spending.

	    Recent Wireless Development

	    In May 2009, we reached an agreement with Look Communications Inc.
("Look") (through our joint venture with Bell Canada, Inukshuk Wireless
Partnership ("Inukshuk")), for the purchase of Look's spectrum and broadcast
licence. Under the agreement, Inukshuk will pay Look $80 million for Look's 92
MHz of spectrum covering the provinces of Ontario and Quebec. Payment is
scheduled in three instalments and the purchased spectrum will not be
transferred unless and until full consideration is paid. In the three months
ended June 30, 2009, Inukshuk paid the first instalment of $30 million towards
the spectrum. On July 16, 2009 Industry Canada granted Inukshuk an approval in
principle to the conversion of Look's MMDS spectrum licence to a Broadband
Radio Service ("BRS") spectrum licence, pursuant to government policy
one-third of the spectrum must be returned to Industry Canada. As such, this
spectrum acquisition is expected to close during the third quarter of 2009.

	    <<
	    CABLE
	    -----

	    Summarized Cable Financial Results

	    -------------------------------------------------------------------------
	                                Three months ended       Six months ended
	    (In millions of                  June 30,                 June 30,
	     dollars, except        -------------------------------------------------
	     margin)                  2009    2008(1) % Chg    2009    2008(1) % Chg
	    -------------------------------------------------------------------------

	    Operating revenue
	      Cable Operations(2)   $   763  $   718      6  $ 1,506  $ 1,413      7
	      RBS                       125      130     (4)     253      263     (4)
	      Rogers Retail              90       92     (2)     192      192      -
	      Intercompany
	       eliminations              (6)      (2)   200      (11)      (5)   120
	                            -------------------------------------------------
	    Total operating revenue     972      938      4    1,940    1,863      4
	                            -------------------------------------------------

	    Adjusted operating
	     profit before
	     the undernoted
	      Cable Operations(2)       329      293     12      637      571     12
	      RBS                         7       16    (56)      22       33    (33)
	      Rogers Retail              (4)      (5)   (20)      (3)      (2)    50
	                            -------------------------------------------------
	    Adjusted operating
	     profit(3)                  332      304      9      656      602      9
	    Stock-based compensation
	     recovery (expense)(4)       (4)     (11)   (64)      21       22     (5)
	    Integration and
	     restructuring expenses(5)   (7)      (3)   133      (11)      (8)    38
	    Adjustment for CRTC
	     Part II fees decision(6)     -      (30)   n/m        -      (25)   n/m
	                            -------------------------------------------------
	    Operating profit(3)     $   321  $   260     23  $   666  $   591     13
	                            -------------------------------------------------
	                            -------------------------------------------------

	    Adjusted operating
	     profit (loss) margin(3)
	      Cable Operations(2)     43.1%    40.8%           42.3%    40.4%
	      RBS                      5.6%    12.3%            8.7%    12.5%
	      Rogers Retail           (4.4%)   (5.4%)          (1.6%)   (1.0%)

	    Additions to PP&E(3)
	      Cable Operations(2)   $   156  $   185    (16) $   260  $   306    (15)
	      RBS                         9       10    (10)      17       14     21
	      Rogers Retail               3        4    (25)       6        7    (14)
	                            -------------------------------------------------
	    Total additions to
	     PP&E                   $   168  $   199    (16) $   283  $   327    (13)
	    -------------------------------------------------------------------------

	    (1) The operating results of Aurora Cable are included in Cable's results
	        of operations from the date of acquisition on June 12, 2008.
	    (2) Cable Operations segment includes Core Cable services, Internet
	        services and Rogers Home Phone services.
	    (3) As defined. See the sections entitled "Key Performance Indicators and
	        Non-GAAP Measures" and "Supplementary Information".
	    (4) See the section entitled "Stock-based Compensation".
	    (5) In the three and six months ended June 30, 2009, costs incurred
	        relate to i) severances and restructuring expenses related to the
	        outsourcing of certain information technology functions; ii) the
	        integration of Futureway and Aurora Cable; and iii) the closure of
	        certain Rogers Retail stores. In the three and six months ended
	        June 30, 2008, costs incurred relate to i) the integration of
	        Futureway and Call-Net; ii) the restructuring of RBS; and iii) the
	        closure of certain Rogers Retail stores.
	    (6) Relates to an adjustment for CRTC Part II fees related to prior
	        periods.

	    The following segment discussions provide a detailed discussion of the
Cable operating results.

	    CABLE OPERATIONS

	    Summarized Financial Results

	    -------------------------------------------------------------------------
	                                Three months ended       Six months ended
	    (In millions of                  June 30,                 June 30,
	     dollars, except        -------------------------------------------------
	     margin)                  2009     2008   % Chg    2009     2008   % Chg
	    -------------------------------------------------------------------------

	    Operating revenue
	      Core Cable            $   440  $   417      6  $   868  $   820      6
	      Internet                  195      171     14      381      337     13
	      Rogers Home Phone         128      130     (2)     257      256      0
	                            -------------------------------------------------
	    Total Cable Operations
	     operating revenue          763      718      6    1,506    1,413      7
	                            -------------------------------------------------

	    Operating expenses
	     before the undernoted
	      Sales and marketing
	       expenses                  64       64      -      119      128     (7)
	      Operating, general
	       and administrative
	       expenses                 370      361      2      750      714      5
	                            -------------------------------------------------
	                                434      425      2      869      842      3
	                            -------------------------------------------------
	    Adjusted operating
	     profit(1)                  329      293     12      637      571     12
	    Stock-based compensation
	     recovery (expense)(2)       (4)     (10)   (60)      19       21    (10)
	    Integration and
	     restructuring expenses(3)   (6)      (1)   n/m       (7)      (1)   n/m
	    Adjustment for CRTC
	     Part II fees decision(4)     -      (30)   n/m        -      (25)   n/m
	                            -------------------------------------------------
	    Operating profit(1)     $   319  $   252     27  $   649  $   566     15
	                            -------------------------------------------------
	                            -------------------------------------------------

	    Adjusted operating
	     profit margin(1)         43.1%    40.8%           42.3%    40.4%
	    -------------------------------------------------------------------------

	    (1) As defined. See the sections entitled "Key Performance Indicators and
	        Non-GAAP Measures" and "Supplementary Information".
	    (2) See the section entitled "Stock-based Compensation".
	    (3) Costs incurred relate to i) severances and restructuring expenses
	        related to the outsourcing of certain information technology
	        functions; and ii) the integration of Futureway and Aurora Cable.
	    (4) Relates to an adjustment for CRTC Part II fees related to prior
	        periods.

	    Summarized Subscriber Results

	    -------------------------------------------------------------------------
	                                Three months ended       Six months ended
	                                     June 30,                 June 30,
	    (Subscriber statistics  -------------------------------------------------
	     in thousands)            2009    2008(1)   Chg    2009    2008(1)   Chg
	    -------------------------------------------------------------------------

	    Cable homes passed(2)     3,577    3,648    (71)   3,577    3,648    (71)

	    Basic Cable
	      Net losses                (19)     (13)    (6)     (27)     (13)   (14)
	      Total Basic Cable
	       subscribers(3)         2,292    2,298     (6)   2,292    2,298     (6)

	    Cable High-speed Internet
	      Net additions(4)           (4)      14    (18)       7       53    (46)
	      Total Internet
	       subscribers
	       (residential)(3)(4)    1,578    1,516     62    1,578    1,516     62

	    Digital Cable
	      Terminals, net
	       additions                 27       54    (27)     105      157    (52)
	      Total terminals in
	       service(3)             2,388    2,036    352    2,388    2,036    352
	      Households, net
	       additions                  8       23    (15)      43       72    (29)
	      Total households(2)     1,593    1,431    162    1,593    1,431    162

	    Cable telephony lines
	      Net additions and
	       migrations(5)             21       41    (20)      38       87    (49)
	      Total Cable telephony
	       lines(3)                 878      745    133      878      745    133

	    Cable Revenue Generating
	     Units ("RGUs")(6)
	      Net additions               6       65    (59)      61      199   (138)
	      Total RGUs              6,341    5,990    351    6,341    5,990    351

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

	    Circuit-switched lines
	      Net losses and
	       migrations(5)            (27)     (22)    (5)     (50)     (36)   (14)
	      Total circuit-switched
	       lines                    165      298   (133)     165      298   (133)
	    -------------------------------------------------------------------------

	    (1) Certain of the comparative figures have been reclassified to conform
	        to the current year presentation.
	    (2) Since June 30, 2008, a change in subscriber reporting resulted in a
	        cumulative decrease to cable homes passed of approximately 168,000.
	    (3) On June 12, 2008 we acquired approximately 16,000 basic cable
	        subscribers, 11,000 high-speed Internet subscribers, 8,000 terminals
	        in service, 6,000 digital households and 2,000 cable telephony
	        subscriber lines, representing 35,000 RGUs, from Aurora Cable.
	    (4) Cable high-speed Internet subscriber base excludes ADSL subscribers
	        of 7,000 and 18,000 at June 30, 2009 and June 30, 2008, respectively.
	        In addition, net additions excludes ADSL subscriber losses of 2,000
	        and 4,000 in the three and six months ended June 30, 2009,
	        respectively, and ADSL subscriber losses (gains) of 1,000 and (1,000)
	        in the three and six months ended June 30, 2008, respectively. The
	        comparative figures have been restated to conform to the basis of
	        presentation used in the current year. In addition, during the first
	        quarter of 2008, a change in subscriber reporting resulted in the
	        reclassification of approximately 4,000 high-speed Internet
	        subscribers from RBS' broadband data circuits to Cable Operations'
	        high-speed Internet subscriber base. These subscribers are not
	        included in net additions for the three and six months ended
	        June 30, 2008.
	    (5) Includes approximately 6,000 and 11,000 migrations from
	        circuit-switched to cable telephony for the three and six months
	        ended June 30, 2009, respectively, and includes approximately 13,000
	        and 16,000 migrations from circuit-switched to cable telephony for
	        the three and six months ended June 30, 2008, respectively.
	    (6) Cable RGUs are comprised of basic cable subscribers, digital cable
	        households, Cable high-speed Internet subscribers and residential
	        cable telephony lines.
	    >>

	    A relatively deep and sustained economic recession in Ontario has driven
high rates of unemployment and a significant slowdown in new home construction
resulting in lower net additions of our cable products in the three and six
months ended June 30, 2009, compared to the corresponding periods of 2008. The
impact of this recession has affected new sales of our Internet and Home Phone
products as customers move residences less and the growth in new home
construction has slowed significantly, which historically are two of Cable's
largest sources of new product sales. In response to the weak economic
conditions Cable has implemented strategic cost reduction and efficiency
improvement initiatives to enable a sustained reduction of operating costs.
	    Additionally, the second quarter is traditionally the cable industry's
lowest net gain quarter of the year due to seasonal patterns associated with
early summer university student disconnects.

	    Core Cable Revenue

	    Within Cable Operations, the increase in Core Cable revenue for the three
and six months ended June 30, 2009, compared to the corresponding periods of
2008, reflects the continued deepening penetration of our digital cable
product offerings. Additionally, the impact of certain price changes
introduced during the previous twelve months to both our analog and digital
cable services contributed to the growth in revenue.
	    The digital cable subscriber base grew by 11% from June 30, 2008 to June
30, 2009. Digital penetration now represents approximately 70% of basic cable
households, compared to 62% in the corresponding period of 2008. Increased
demand from subscribers for digital content, HDTV and personal video recorder
("PVR") equipment, combined with marketing campaigns which package cable
television, high-speed Internet and Rogers Home Phone services, contributed to
the growth in the digital subscriber base of 8,000 and 43,000 in the three and
six months ended June 30, 2009, respectively. In addition, digital cable
subscriber box additions shifted in mix to a heavier weighting of customer
purchases as opposed to rentals in response to increased promotional
activities.

	    Internet (Residential) Revenue

	    The year-over-year increase in Internet revenues for the three and six
months ended June 30, 2009, primarily reflects the 3% increase in the Internet
subscriber base combined with increased revenue resulting from Internet
services price increases made during the previous twelve months and
incremental revenue from charges for additional usage for customers who exceed
prescribed monthly gigabyte allowances.
	    With the high-speed Internet base now at approximately 1.6 million
subscribers, Internet penetration is approximately 44% of the homes passed by
our cable networks and 69% of our basic cable customer base.
	    In addition to the impact of the economic recession on sales as discussed
above, the lower high-speed Internet net additions also reflect an increasing
degree of product maturation as penetration of broadband in Canada continues
to deepen.

	    Rogers Home Phone Revenue

	    The Rogers Home Phone revenue for the three and six months ended June 30,
2009, reflects the year-over-year growth in the cable telephony customer base
equating to cable telephony revenue growth of approximately 22% for the
quarter and 24% for the year-to-date, offset by the ongoing decline of the
circuit-switched and long-distance only customer bases. The lower net
additions of cable telephony lines in the second quarter of 2009 versus the
corresponding period of 2008 reflects the impact of the economic recession in
Ontario combined with intensified win-back activities by incumbent telecom
providers as Rogers' market share increases.
	    Total cable telephony lines grew 18% from June 30, 2008 to June 30, 2009.
At June 30, 2009, cable telephony lines represented 25% of the homes passed by
our cable networks and 38% of basic cable subscribers.
	    Cable continues to focus principally on growing its on-net cable
telephony line base. As part of this on-net focus, Cable began to
significantly de-emphasize circuit-switched sales early in 2008 and
intensified its efforts to convert circuit-switched lines that are within the
cable territory onto its cable telephony platform. Of the 21,000 net line
additions to cable telephony during the second quarter of 2009, approximately
6,000 were migrations of lines from our circuit-switched platform to our cable
telephony platform. Because of the strategic decision in early 2008 to
de-emphasize sales of the circuit-switched telephony product outside of the
cable footprint, Cable expects that circuit-switched net line losses will
continue as that base of subscribers continues to contract over time.
	    Excluding the impact of the shrinking circuit-switched telephony
business, the Rogers Home Phone and overall Cable Operations year over year
revenue growth for the second quarter ended June 30, 2009 would have been 22%
and 10%, respectively.

	    Cable Operations Operating Expenses

	    Cable operations have focused on implementing a program of permanent cost
reduction and efficiency improvement initiatives which has enabled the overall
operating expense growth to remain minimal for 2009. The increase in Cable's
operating expenses for the three and six months ended June 30, 2009 compared
to the corresponding periods of 2008 was primarily driven by the increases in
the digital cable, Internet and Rogers Home Phone subscriber bases, resulting
in higher costs associated with programming content, credit and collection
costs and increases in information technology costs. Partially offsetting
these increases was a reduction in certain other costs resulting from lower
volumes of RGU net additions in the second quarter of 2009 versus in the
corresponding period of 2008 and the result of the above noted cost reduction
and efficiency initiatives across various activity based functions.

	    Cable Operations Adjusted Operating Profit

	    The year-over-year growth in adjusted operating profit was primarily the
result of the revenue growth described above combined with improved operating
efficiencies, cost reductions and decreased activity levels. As a result,
Cable Operations adjusted operating profit margins increased to 43.1% and
42.3% for the three and six months ended June 30, 2009, respectively, compared
to 40.8% and 40.4% in the corresponding periods of 2008.
	    Cable Operations' base of circuit-switched local telephony customers,
which was acquired in July 2005 through the acquisition of Call-Net, is
generally less capital intensive than its on-net cable telephony business but
also generates lower margins. As a result, the inclusion of the
circuit-switched local telephony business, which includes approximately
165,000 residential customers of which approximately 24% are within Cable
Operations' footprint, has a dilutive impact on operating profit margins.

	    <<
	    ROGERS BUSINESS SOLUTIONS

	    Summarized Financial Results

	    -------------------------------------------------------------------------
	                                Three months ended       Six months ended
	    (In millions of                  June 30,                 June 30,
	     dollars, except        -------------------------------------------------
	     margin)                  2009     2008   % Chg    2009     2008   % Chg
	    -------------------------------------------------------------------------

	    RBS operating revenue   $   125  $   130     (4) $   253  $   263     (4)
	                            -------------------------------------------------

	    Operating expenses
	     before the undernoted
	      Sales and marketing
	       expenses                   6        6      -       12       13     (8)
	      Operating, general and
	       administrative
	       expenses                 112      108      4      219      217      1
	                            -------------------------------------------------
	                                118      114      4      231      230      0
	                            -------------------------------------------------
	    Adjusted operating
	     profit(1)                    7       16    (56)      22       33    (33)
	    Stock-based compensation
	     recovery(2)                  -        -    n/m        1        1      -
	    Integration and
	     restructuring
	     expenses(3)                 (1)      (2)   (50)      (1)      (3)   (67)
	                            -------------------------------------------------
	    Operating profit(1)     $     6  $    14    (57) $    22  $    31    (29)
	                            -------------------------------------------------
	                            -------------------------------------------------

	    Adjusted operating
	     profit margin(1)          5.6%    12.3%            8.7%    12.5%
	    -------------------------------------------------------------------------

	    (1) As defined. See the sections entitled "Key Performance Indicators and
	        Non-GAAP Measures" and "Supplementary Information".
	    (2) See the section entitled "Stock-based Compensation".
	    (3) In the three and six months ended June 30, 2009 costs incurred relate
	        to severances and restructuring expenses related to the outsourcing
	        of certain information technology functions. In the three and six
	        months ended June 30, 2008 costs incurred relate to the integration
	        of Call-Net and the restructuring of RBS.

	    Summarized Subscriber Results

	    -------------------------------------------------------------------------
	                                Three months ended       Six months ended
	                                     June 30,                 June 30,
	    (Subscriber statistics  -------------------------------------------------
	     in thousands)            2009     2008     Chg    2009     2008     Chg
	    -------------------------------------------------------------------------

	    Local line
	     equivalents(1)
	      Total local line
	       equivalents              187      215    (28)     187      215    (28)

	    Broadband data
	     circuits(2)(3)
	      Total broadband data
	       circuits                  37       30      7       37       30      7
	    -------------------------------------------------------------------------

	    (1) Local line equivalents include individual voice lines plus Primary
	        Rate Interfaces ("PRIs") at a factor of 23 voice lines each.
	    (2) Broadband data circuits are those customer locations accessed by data
	        networking technologies including DOCSIS, DSL, E10/100/1000, OC 3/12
	        and DS 1/3.
	    (3) During the first quarter of 2008, a change in subscriber reporting
	        resulted in the reclassification of approximately 4,000 high-speed
	        Internet subscribers from RBS' broadband data circuits to Cable
	        Operations' high-speed Internet subscriber base. These subscribers
	        are not included in net additions for 2008.
	    >>

	    RBS Revenue

	    The decrease in RBS revenues reflects a decline in the lower margin
resale and legacy data service businesses, with a shift in focus to leveraging
on-net revenue opportunities utilizing Cable's existing network facilities. As
well, RBS continues to focus on retaining its existing medium-enterprise and
carrier customer base. For the three and six months ended June 30, 2009, RBS
data and local revenues declined modestly, offset partially by an increase in
long-distance revenue compared to the corresponding periods of 2008.
	    RBS continues to focus on managing the profitability of its existing
customer base and evaluating profitable opportunities within the medium and
large enterprise and carrier segments, while Cable Operations focuses on
continuing to grow Rogers' penetration of telephony and Internet services into
the small business and home office markets within Cable's territory.

	    RBS Operating Expenses

	    Operating, general and administrative expenses increased for the three
and six months ended June 30, 2009, compared to the corresponding periods of
2008 as an increase in carrier charges was offset by reductions in customer
care and engineering costs.
	    Sales and marketing expenses were relatively unchanged for the three and
six months ended June 30, 2009, compared to the corresponding periods of 2008,
and reflects streamlining initiatives associated with the refocusing of RBS'
business as discussed above.

	    RBS Adjusted Operating Profit

	    The decline in revenue described above combined with modest increases in
cost of sales and other operating expenses resulted in the year over year
declines in RBS adjusted operating profit for the three and six months ended
June 30, 2009.

	    <<
	    ROGERS RETAIL

	    Summarized Financial Results

	    -------------------------------------------------------------------------
	                                Three months ended       Six months ended
	    (In millions of                  June 30,                 June 30,
	     dollars, except        -------------------------------------------------
	     margin)                  2009     2008   % Chg    2009     2008   % Chg
	    -------------------------------------------------------------------------

	    Rogers Retail
	     operating revenue      $    90  $    92     (2) $   192  $   192      -
	                            -------------------------------------------------

	    Operating expenses
	     before the undernoted       94       97     (3)     195      194      1
	                            -------------------------------------------------
	    Adjusted operating
	     loss(1)                     (4)      (5)   (20)      (3)      (2)    50
	    Stock-based compensation
	     recovery (expense)(2)        -       (1)   n/m        1        -    n/m
	    Integration and
	     restructuring
	     expenses(3)                  -        -    n/m       (3)      (4)   (25)
	                            -------------------------------------------------
	    Operating loss(1)       $    (4) $    (6)   (33) $    (5) $    (6)   (17)
	                            -------------------------------------------------
	                            -------------------------------------------------

	    Adjusted operating
	     loss margin(1)           (4.4%)   (5.4%)          (1.6%)   (1.0%)
	    -------------------------------------------------------------------------

	    (1) As defined. See the sections entitled "Key Performance Indicators and
	        Non-GAAP Measures".
	    (2) See the section entitled "Stock-based Compensation".
	    (3) Costs incurred relate to the closure of certain Rogers Retail stores.
	    >>

	    Rogers Retail Revenue

	    Rogers Retail revenue for the three and six months ended June 30, 2009,
compared to the corresponding periods of 2008, was relatively unchanged as the
result of increased sales of Rogers Wireless and Cable products and services
being mostly offset by the ongoing decline in video rentals and sales.

	    Rogers Retail Adjusted Operating Loss

	    Adjusted operating loss at Rogers Retail was also relatively unchanged
for the three and six months ended June 30, 2009, compared to the
corresponding periods of 2008, and reflects the trends noted above.

	    CABLE ADDITIONS TO PP&E

	    The Cable Operations segment categorizes its PP&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
additions to PP&E between different cable companies. Under these industry
definitions, Cable Operations additions to PP&E are classified into the
following five categories:

	    <<
	    -   Customer premise equipment ("CPE"), which includes the equipment for
	        digital set-top terminals, Internet modems and associated
	        installation costs;
	    -   Scalable infrastructure, which includes non-CPE costs to meet
	        business growth and to provide service enhancements, including many
	        of the costs to-date of the cable telephony initiative;
	    -   Line extensions, which includes network costs to enter new service
	        areas;
	    -   Upgrades and rebuild, which includes the costs to modify or replace
	        existing coaxial cable, fibre-optic equipment and network
	        electronics; and
	    -   Support capital, which includes the costs associated with the
	        purchase, replacement or enhancement of non-network assets.

	    Summarized Cable PP&E Additions

	    -------------------------------------------------------------------------
	                                Three months ended       Six months ended
	                                     June 30,                 June 30,
	                            -------------------------------------------------
	    (In millions of dollars)  2009     2008   % Chg    2009     2008   % Chg
	    -------------------------------------------------------------------------

	    Additions to PP&E
	      Customer premise
	       equipment            $    45  $    53    (15) $    78  $    99    (21)
	      Scalable
	       infrastructure            69       75     (8)     104      110     (5)
	      Line extensions            10       12    (17)      18       21    (14)
	      Upgrades and rebuild        5        5      -       10        8     25
	      Support capital            27       40    (33)      50       68    (26)
	                            -------------------------------------------------
	    Total Cable Operations      156      185    (16)     260      306    (15)
	    RBS                           9       10    (10)      17       14     21
	    Rogers Retail                 3        4    (25)       6        7    (14)
	                            -------------------------------------------------
	                            $   168  $   199    (16) $   283  $   327    (13)
	    -------------------------------------------------------------------------
	    >>

	    Additions to Cable PPE include continued investments in the cable network
to improve our customers experience through increased speed and performance of
our internet service and capacity enhancements to our digital network to allow
for incremental HD and on On-Demand services to be added.
	    The decline in Cable Operations PP&E additions for the three and six
months ended June 30, 2009 compared to the corresponding period in 2008
resulted primarily from lower spending associated with lower levels of RGU
additions and new home formations during the period.
	    The changes in RBS PP&E additions for the three and six months ended June
30, 2009, compared to the corresponding periods of 2008, primarily reflects
the timing of expenditures on customer networks and support capital.
	    Rogers Retail PP&E additions are attributable to improvements made to
certain retail locations.

	    <<
	    MEDIA
	    -----

	    Summarized Media Financial Results

	    -------------------------------------------------------------------------
	                                Three months ended       Six months ended
	    (In millions of                  June 30,                 June 30,
	     dollars, except        -------------------------------------------------
	     margin)                  2009 2008(1)(2) % Chg    2009 2008(1)(2) % Chg
	    -------------------------------------------------------------------------

	    Operating revenue       $   366  $   409    (11) $   650  $   716     (9)
	                            -------------------------------------------------

	    Operating expenses
	     before the undernoted      329      357     (8)     623      663     (6)
	                            -------------------------------------------------
	    Adjusted operating
	     profit(3)                   37       52    (29)      27       53    (49)
	    Stock-based compensation
	     recovery (expense)(4)       (2)      (9)   (78)      14       11     27
	    Integration and
	     restructuring
	     expenses(5)                (21)       -    n/m      (21)       -    n/m
	    Adjustment for CRTC
	     Part II fees decision(6)     -       (7)   n/m        -       (6)   n/m
	                            -------------------------------------------------
	    Operating profit(3)     $    14  $    36    (61) $    20  $    58    (66)
	                            -------------------------------------------------
	                            -------------------------------------------------

	    Adjusted operating
	     profit margin(3)         10.1%    12.7%            4.2%     7.4%

	    Additions to property,
	     plant and equipment(3) $    16  $    17     (6) $    30  $    38    (21)
	    -------------------------------------------------------------------------

	    (1) The operating results of channel m are included in Media's results of
	        operations from the date of acquisition on April 30, 2008.
	    (2) The operating results of Outdoor Life Network are included in Media's
	        results of operations from the date of acquisition on July 31, 2008.
	    (3) As defined. See the section entitled "Key Performance Indicators and
	        Non-GAAP Measures".
	    (4) See the section entitled "Stock-based Compensation".
	    (5) Costs incurred relate to severances resulting from the restructuring
	        of our employee base to improve our cost structure in light of the
	        declining economic conditions.
	    (6) Relates to an adjustment for CRTC Part II fees related to prior
	        periods.
	    >>

	    Media Revenue

	    The significant decline in Media's revenues for the three and six months
ended June 30, 2009, compared to the corresponding periods of 2008, primarily
reflects revenue declines at Television, Radio and Publishing driven by
ongoing industry wide weakness in the advertising market and at The Shopping
Channel driven by a challenging environment for consumer discretionary retail
sales. These decreases were partially offset by an increase in subscriber
revenue at Sportsnet.

	    Media Operating Expenses

	    The decrease in Media's operating expenses for the three and six months
ended June 30, 2009, compared to the corresponding periods of 2008, primarily
reflects lower variable costs associated with a decline in sales at The
Shopping Channel, lower costs associated with printing and production at
Publishing, and a focused cost reduction program across all of Media's
divisions. These decreases were partially offset by increased programming
costs at Sportsnet and Television.

	    Media Adjusted Operating Profit

	    The decrease in Media's adjusted operating profit for the three and six
months ended June 30, 2009, compared to the corresponding periods of 2008,
primarily reflects the revenue and expense changes discussed above and overall
is reflective of the challenging economic conditions and the resultant
declines in advertising and retail sales activity.

	    Media Additions to PP&E

	    The majority of Media's PP&E additions in the three and six months ended
June 30, 2009, reflect the continued construction of a new television
production facility for the combined Ontario operations of Citytv and OMNI,
with the overall decline from the three and six months ended June 30, 2008, a
result of the aforementioned cost containment initiatives.

	    Recent Media Developments

	    In July 2009, the Blue Jays released a player from the remaining term of
a contract, which will result in an approximate US$15 million charge to
operating profit in the third quarter of 2009.

	    <<
	    RECONCILIATION OF NET INCOME TO OPERATING PROFIT AND ADJUSTED OPERATING
	    PROFIT FOR THE PERIOD
	    >>

	    The items listed below represent the consolidated income and expense
amounts that are required to reconcile net income as defined under Canadian
GAAP to the non-GAAP measures operating profit and adjusted operating profit
for the period. See the "Supplementary Information" section for a full
reconciliation to adjusted operating profit, adjusted net income, and adjusted
net income per share. 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 tables in the
Supplemental Information section entitled "Segmented Information".

	    <<
	    -------------------------------------------------------------------------
	                                Three months ended       Six months ended
	                                     June 30,                 June 30,
	                            -------------------------------------------------
	    (In millions of dollars)  2009     2008   % Chg    2009     2008   % Chg
	    -------------------------------------------------------------------------

	    Net income              $   374  $   301     24  $   683  $   645      6
	    Income tax expense          125      153    (18)     285      323    (12)
	    Other income, net            (4)      (5)   (20)      (6)     (13)   (54)
	    Change in the fair value
	     of derivative instruments   11       (5)   n/m        1       (1)   n/m
	    Foreign exchange (gain)
	     loss                       (80)      (1)   n/m      (51)       6    n/m
	    Debt issuance costs           5        -    n/m        5        -    n/m
	    Interest on long-term
	     debt                       156      133     17      308      271     14
	                            -------------------------------------------------
	    Operating income            587      576      2    1,225    1,231     (0)
	    Depreciation and
	     amortization               446      420      6      890      860      3
	                            -------------------------------------------------
	    Operating profit          1,033      996      4    2,115    2,091      1
	    Stock-based compensation
	     expense (recovery)          13       53    (75)     (68)     (63)     8
	    Integration and
	     restructuring
	     expenses                    37        3    n/m       41        8    n/m
	    Adjustment for CRTC
	     Part II fees decision        -       37    n/m        -       31    n/m
	                            -------------------------------------------------
	    Adjusted operating
	     profit                 $ 1,083  $ 1,089     (1) $ 2,088  $ 2,067      1
	    -------------------------------------------------------------------------
	    >>

	    Net Income and Net Income Per Share

	    We recorded net income of $374 million and $683 million for the three and
six months ended June 30, 2009, respectively, or basic and diluted net income
per share of $0.59 and $1.08, respectively, compared to net income of $301
million and $645 million, or basic and diluted net income per share of $0.47
and $1.01 in the corresponding periods in 2008.
	    On an adjusted basis, we recorded net income of $412 million and $668
million for the three and six months ended June 30, 2009, respectively, or
basic and diluted adjusted net income per share of $0.65 and $1.06,
respectively, compared to net income of $364 million and $631 million, or
basic and diluted net income per share of $0.57 and $0.99 in the corresponding
periods in 2008.

	    Income Tax Expense

	    Due to our non-capital loss carryforwards, our income tax expense for the
three and six months ended June 30, 2009 and 2008, substantially represents
non-cash income taxes. As illustrated in the table below, our effective income
tax rates for the three and six months ended June 30, 2009 were 25.1% and
29.4%, respectively. The effective income tax rates for the three and six
months ended June 30, 2009, differed from the 2009 statutory income tax rate
of 32.1% primarily due to a decrease in the valuation allowance recorded in
respect of realized and unrealized capital losses and other future tax assets.
The effective income tax rates for the three and six months ended June 30,
2008 were 33.7% and 33.4%, respectively.

	    <<
	    -------------------------------------------------------------------------
	                                     Three months ended     Six months ended
	                                     ----------------------------------------
	    (In millions of dollars)          June 30,  June 30,  June 30,   June 30,
	                                         2009      2008      2009       2008
	    -------------------------------------------------------------------------

	    Statutory income tax rates          32.1%     32.7%     32.1%      32.7%
	    -------------------------------------------------------------------------

	    Income before income taxes        $   499   $   454   $   968   $    968

	    Income tax expense at statutory
	     income tax rate on income
	     before income taxes              $   160   $   148   $   311   $    316
	    Increase (decrease) in income
	     taxes resulting from:
	    Change in the valuation allowance
	     for future income taxes              (38)        2       (23)         3
	    Other items                             3         3        (3)         4

	    Income tax expense                $   125   $   153   $   285   $    323
	    -------------------------------------------------------------------------

	    Effective income tax rate           25.1%     33.7%     29.4%      33.4%
	    -------------------------------------------------------------------------
	    >>

	    Change in Fair Value of Derivative Instruments

	    The change in the fair value of derivative instruments in the three and
six months ended June 30, 2009 was primarily the result of the change in the
fair value of the cross-currency interest rate exchange agreements
("Derivatives") hedging the US$350 million Senior Notes due 2038 that have not
been designated as hedges for accounting purposes. This change in fair value
was primarily caused by changes in the value of the Canadian dollar relative
to that of the U.S. dollar. During the three months and six months ended June
30, 2009, the Canadian dollar strengthened by 9.8 cents and 6.2 cents,
respectively, versus the U.S. dollar. We have recorded the fair value of our
Derivatives using an estimated credit-adjusted mark-to-market valuation. The
impact of such valuation is illustrated in the section entitled
"Mark-to-Market Value of Derivatives".

	    Foreign Exchange Gain (Loss)

	    During the three months ended June 30, 2009, the Canadian dollar
strengthened by 9.8 cents versus the U.S. dollar resulting in a foreign
exchange gain of $80 million, primarily related to US$750 million of U.S.
dollar-denominated long-term debt that is not hedged for accounting purposes,
comprising the US$400 million of Subordinated Notes due 2012 which are not
hedged and the US$350 million Senior Notes due 2038 for which the Derivatives
have not been designated as hedges for accounting purposes. During the
corresponding period of 2008, the Canadian dollar strengthened by 0.9 cents
versus the U.S. dollar and resulted in a foreign exchange gain of $1 million
during the three months ended June 30, 2008.
	    During the six months ended June 30, 2009, the Canadian dollar
strengthened by 6.2 cents versus the U.S. dollar resulting in a foreign
exchange gain of $51 million, primarily related to US$750 million of U.S.
dollar-denominated long-term debt that is not hedged for accounting purposes.
During the corresponding period of 2008, the Canadian dollar weakened by 3.1
cents versus the U.S. dollar and resulted in a foreign exchange loss of $6
million during the six months ended June 30, 2008

	    Debt Issuance Costs

	    During the three months ended June 30, 2009, we recorded debt issuance
costs of $5 million for fees and expenses incurred in connection with the $1.0
billion of 5.80% Senior Notes offering that was closed on May 26, 2009. See
the section entitled "Overview of Liquidity, Financing and Share Capital
Activities - Financing" for further details.

	    Interest on Long-Term Debt

	    The $23 million increase in interest expense for the three months ended
June 30, 2009 and the $37 million increase in interest expense for the six
months ended June 30, 2009, compared to the corresponding periods of 2008, are
primarily due to the $1.5 billion net increase in long-term debt at June 30,
2009 compared to June 30, 2008, including the impact of Derivatives.
	    The $1.5 billion net increase in our long-term debt at June 30, 2009
compared to June 30, 2008 was largely due to the payment of an aggregate of
$1.0 billion in the third quarter of 2008 for the acquisition of spectrum
licences in the AWS spectrum auction and the payment of an aggregate of $0.5
billion in the second quarter of 2009 for the purchase and cancellation of an
aggregate of 16,480,000 Class B Non-Voting shares. See the section entitled
"Overview of Liquidity, Financing and Share Capital Activities - Financing"
for further details.

	    Operating Income

	    The increase in operating income in the three months ended June 30, 2009,
compared to the corresponding periods of 2008, reflects the growth in revenue,
of $88 million exceeding the growth in expenses of $77 million. For the six
months ended June 30, 2009, compared to the corresponding period of 2008, the
growth in expenses of $232 million exceeded the growth in revenue of $226
million. See the section entitled "Segment Review" for a detailed discussion
of respective segment results.

	    Depreciation and Amortization Expense

	    The increase in depreciation and amortization expense for the three and
six months ended June 30, 2009, compared to the corresponding periods of 2008,
primarily reflects an increase in depreciation on PP&E.

	    <<
	    Stock-based Compensation

	    A summary of stock-based compensation (recovery) expense is as follows:

	                                  -------------------------------------------
	                                  Stock-based Compensation Expense (Recovery)
	                                      Included in Operating, General and
	                                            Administrative Expenses
	    -------------------------------------------------------------------------
	                                    Three months ended     Six months ended
	                                          June 30,              June 30,
	                                  -------------------------------------------
	    (In millions of dollars)          2009       2008       2009       2008
	    -------------------------------------------------------------------------

	    Wireless                       $      2   $      8   $     (8)  $     (2)
	    Cable                                 4         11        (21)       (22)
	    Media                                 2          9        (14)       (11)
	    Corporate                             5         25        (25)       (28)
	                                  -------------------------------------------
	                                   $     13   $     53   $    (68)  $    (63)
	    -------------------------------------------------------------------------
	    >>

	    At June 30, 2009, we had a liability of $186 million (June 30, 2008 -
$366 million) related to stock-based compensation recorded at its intrinsic
value, including stock options, restricted share units and deferred share
units. In the three and six months ended June 30, 2009, $6 million and $24
million, respectively, was paid to holders of stock options, restricted share
units and deferred share units upon exercise using a cash settlement feature
which we adopted for stock options in May 2007. In the three and six months
ended June 30, 2008, $39 million and $60 million, respectively, was paid to
holders of stock options, restricted share units and deferred share units upon
exercise using the cash settlement feature. The expense (recovery) in a given
period is generally a function of the vesting of options and units and a true
up to the liability associated with changes to the underlying stock price.

	    Integration and Restructuring Expenses

	    During the three and six months ended June 30, 2009, we incurred $37
million and $41 million, respectively, of restructuring expenses related to i)
severances resulting from the restructuring of our employee base in Media to
improve our cost structure in light of the declining economic conditions ($21
million and $21 million, respectively); ii) severances and restructuring
expenses related to the outsourcing of certain information technology
functions ($15 million and $15, respectively); iii) the integration of
previously acquired businesses and related restructuring ($1 million and $2
million, respectively); and iv), the closure of certain retail stores ($nil
and $3 million, respectively).

	    Adjusted Operating Profit

	    As discussed above, the growth in Cable's adjusted operating profit for
the three and six months ended June 30, 2009 compared to the three and six
months ended June 30, 2008, was offset by the decrease in Media's adjusted
operating profit as a result of the decline in advertising and consumer
discretionary sales and the decrease in Wireless' quarterly adjusted operating
profit as a result of the significant costs associated with the heavy sales
volumes of subsidized smartphone devices. For discussions of the results of
operations of each of these segments, refer to the respective segment sections
above.
	    For the three months ended June 30, 2009, consolidated adjusted operating
profit decreased to $1,083 million, from $1,089 million in the corresponding
period of the prior year. Consolidated adjusted operating profit for the three
months ended June 30, 2009 and June 30, 2008, respectively, excludes: (i)
stock-based compensation expense of $13 million and $53 million; (ii)
integration and restructuring expenses of $37 million and $3 million; and
(iii) an adjustment of CRTC Part II fees related to prior periods of $37
million in the three months ended June 30, 2008
	    For the six months ended June 30, 2009, consolidated adjusted operating
profit increased to $2,088 million, from $2,067 million in the corresponding
period of the prior year. Consolidated adjusted operating profit for the six
months ended June 30, 2009 and June 30, 2008, respectively, excludes: (i)
stock-based compensation recovery of $68 million and $63 million; (ii)
integration and restructuring expenses of $41 million and $8 million; and
(iii) an adjustment of CRTC Part II fees related to prior periods of $31
million in the six months ended June 30, 2008.
	    For details on the determination of adjusted operating profit, which is a
non-GAAP measure, see the sections entitled "Supplementary Information" and
"Key Performance Indicators and Non-GAAP Measures".

	    <<
	    OVERVIEW OF LIQUIDITY, FINANCING AND SHARE CAPITAL ACTIVITIES

	    Liquidity

	    Three Months Ended June 30, 2009
	    >>

	    For the three months ended June 30, 2009, cash generated from operations
before changes in non-cash operating items, which is calculated by removing
the effect of all non-cash items from net income, decreased to $918 million
from $944 million in the corresponding period of 2008. The $26 million
decrease is primarily the result of a $6 million decrease in adjusted
operating profit and a $23 million increase in interest expense.
	    Taking into account the changes in non-cash working capital items for the
three months ended June 30, 2009, cash generated from operations was $876
million, compared to $870 million in the corresponding period of 2008. The
cash generated from operations of $876 million, together with the receipt of
$1.0 billion in gross proceeds from the issuance of public debt, resulted in
total net funds of approximately $1,876 million generated or raised in the
three months ended June 30, 2009.
	    Net funds used during the three months ended June 30, 2009 totaled
approximately $1,712 million, the details of which include the following:

	    <<
	    -   additions to PP&E of $426 million, net of $8 million of related
	        changes in non-cash working capital;

	    -   net repayments under our bank credit facility aggregating
	        $515 million;

	    -   the payment of quarterly dividends of $184 million on our Class A
	        Voting and Class B Non-Voting shares;

	    -   the purchase for cancellation of 16,480,000 Class B Non-Voting shares
	        for an aggregate purchase price of $509 million;

	    -   payments for program rights of $48 million; and

	    -   acquisitions and other investments aggregating $30 million, including
	        $11 million to acquire K-Rock and KIX Country, Kingston FM radio
	        stations, $15 million to acquire spectrum licences and $4 million of
	        other investments.
	    >>

	    Taking into account the cash deficiency of $95 million at the beginning
of the period and the net fund inflows described above, the cash and cash
equivalents at June 30, 2009 were $69 million.

	    Six Months Ended June 30, 2009

	    For the six months ended June 30, 2009, cash generated from operations
before changes in non-cash operating items, which is calculated by removing
the effect of all non-cash items from net income, decreased to $1,800 million
from $1,813 million in the corresponding period of 2008. The $13 million
decrease is primarily the result of a $21 million increase in adjusted
operating profit, offset by a $37 million increase in interest expense.
	    Taking into account the changes in non-cash working capital items for the
six months ended June 30, 2009, cash generated from operations was $1,564
million, compared to $1,569 million in the corresponding period of 2008. The
cash generated from operations of $1,564 million, together with the receipt of
$1.0 billion in gross proceeds from the issuance of public debt, resulted in
total net funds of approximately $2,564 million generated or raised in the six
months ended June 30, 2009.
	    Net funds used during the six months ended June 30, 2009 totaled
approximately $2,476 million, the details of which include the following:

	    <<
	    -   additions to PP&E of $916 million, including $123 million of related
	        changes in non-cash working capital;

	    -   net repayments under our bank credit facility aggregating
	        $585 million;

	    -   the payment of dividends of $343 million on our Class A Voting and
	        Class B Non-Voting shares;

	    -   the purchase for cancellation of 16,480,000 Class B Non-Voting shares
	        for an aggregate purchase price of $509 million;

	    -   payments for program rights of $92 million; and

	    -   acquisitions and other investments aggregating $31 million, including
	        $11 million to acquire K-Rock and KIX Country, Kingston FM radio
	        stations, $15 million to acquire spectrum licences and $5 million of
	        other investments.
	    >>

	    Taking into account the cash deficiency of $19 million at the beginning
of the period and the net fund inflows described above, the cash and cash
equivalents at June 30, 2009 were $69 million.

	    Financing

	    Our long-term debt instruments are described in Note 14 to the 2008
Annual Audited Consolidated Financial Statements and Note 6 to the Unaudited
Interim Consolidated Financial Statements for the three and six months ended
June 30, 2009.

	    Three Months Ended June 30, 2009

	    As mentioned above, during the three months ended June 30, 2009, an
aggregate $515 million net repayment was made under our bank credit facility,
leaving the full amount available to be drawn under our $2.4 billion bank
credit facility.
	    On May 26, 2009 RCI issued in Canada $1.0 billion aggregate principal
amount of 5.80% Senior Notes due 2016 (the "2016 Notes"). The 2016 Notes were
issued at a discount of 99.767% to yield 5.84% per annum. RCI received net
proceeds of $992.3 million from the issuance of the 2016 Notes after deducting
the original issue discount of $2.3 million, agents' fees of $3.7 million and
other related expenses of $1.7 million. The 2016 Notes are unsecured and are
guaranteed on an unsecured basis by each of Rogers Wireless Partnership and
Rogers Cable Communications Inc. and rank pari passu with all of RCI's other
senior unsecured and unsubordinated notes and debentures.
	    In May 2009, at the same time as our announcement of an amendment to our
normal course issuer bid ("NCIB"), we also announced that Rogers set a target
leverage range for our capital structure of net debt to adjusted operating
profit of 2.0 to 2.5 times.

	    Six Months Ended June 30, 2008

	    As mentioned above, during the six months ended June 30, 2009, an
aggregate $585 million net repayment was made under our bank credit facility,
leaving the full amount available to be drawn under our $2.4 billion bank
credit facility.

	    Normal Course Issuer Bid

	    In February 2009, Rogers filed a NCIB authorizing us to repurchase up to
the lesser of 15 million of our Class B Non-Voting shares and that number of
Class B Non-Voting shares that can be purchased under the NCIB for an
aggregate purchase price of $300 million. This NCIB, which expires on February
19, 2010, replaced a previously filed NCIB which expired in January 2009.
	    In May 2009, we amended the NCIB to provide that we may, during the
twelve month period commencing February 20, 2009 and ending February 19, 2010,
purchase on the TSX up to the lesser of 48 million of our Class B Non-Voting
shares and that number of Class B Non-Voting shares that can be purchased
under the NCIB for an aggregate purchase price of $1.5 billion.
	    During the three and six months ended June 30, 2009, RCI purchased an
aggregate of 16,480,000 Class B Non-Voting shares for an aggregate purchase
price of $509 million. An aggregate of 6,230,000 of these shares have been
purchased by RCI pursuant to private agreements between RCI and certain
arm's-length third party sellers for an aggregate purchase price of $172
million. These purchases were made under issuer bid exemption orders issued by
the Ontario Securities Commission and are included in calculating the number
of Class B Non-Voting shares that RCI may purchase pursuant to the NCIB. The
number of Class B Non-Voting shares purchased under the NCIB and the timing of
such purchases will be determined by RCI considering market conditions, stock
prices, its cash position, and other factors.

	    Credit Ratings Upgrades

	    In May 2009, Moody's Investors Service upgraded the rating for RCI's
senior unsecured debt to Baa2 (from Baa3) and upgraded the rating for RCI's
senior subordinated debt to Baa3 (from Ba1). Each of these ratings has a
Stable outlook (from Positive).
	    In May 2009, Standard & Poor's Ratings Services upgraded each of the
following: the long-term corporate credit rating for RCI to BBB (from BBB-);
the rating for RCI's senior unsecured debt to BBB (from BBB-); and the rating
for RCI's senior subordinated debt to BBB- (from BB+). All of these ratings
have a Stable outlook.
	    In May 2009, Fitch Ratings affirmed each of the following: the issuer
default rating for RCI of BBB; the rating for RCI's senior unsecured debt of
BBB; and the rating for RCI's senior subordinated debt of BBB-. All of these
ratings have a Stable outlook.

	    Interest Rate and Foreign Exchange Management

	    Economic Hedge Analysis

	    For the purposes of our discussion on the hedged portion of long-term
debt, we have used non-GAAP measures in that we include all Derivatives,
whether or not they qualify as hedges for accounting purposes, since all such
Derivatives are used for risk-management purposes only and are designated as a
hedge of specific debt instruments for economic purposes. As a result, the
Canadian dollar equivalent of U.S. dollar-denominated long-term debt reflects
the contracted foreign exchange rate for all of our Derivatives regardless of
qualifications for accounting purposes as a hedge.
	    During the three and six months ended June 30, 2009, there was no change
in our U.S. dollar-denominated debt or in our Derivatives. On June 30, 2009,
93.3% of our U.S. dollar-denominated debt was hedged on an economic basis
while 87.4% of our U.S. dollar-denominated debt was hedged on an accounting
basis under Canadian GAAP.

	    <<
	    Consolidated Hedged Position

	    -------------------------------------------------------------------------
	    (In millions of dollars,
	     except percentages)                   June 30, 2009   December 31, 2008
	    -------------------------------------------------------------------------

	    U.S. dollar-denominated long-term
	     debt                                 US $     5,940      US $     5,940

	    Hedged with Derivatives               US $     5,540      US $     5,540

	    Hedged exchange rate                 Cdn $    1.2043     Cdn $    1.2043

	    Percent hedged                               93.3%(1)              93.3%
	    -------------------------------------------------------------------------

	    Amount of long-term debt(2)
	     at fixed rates:

	    Total long-term debt                 Cdn $     8,773     Cdn $     8,383
	    Total long-term debt at fixed rates  Cdn $     8,773     Cdn $     7,798
	    Percent of long-term debt fixed               100.0%               93.0%

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

	    Weighted average interest rate
	     on long-term debt                             7.45%               7.29%

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

	    (1) Pursuant to the requirements for hedge accounting under Canadian
	        Institute of Chartered Accountants ("CICA") Handbook Section 3865,
	        Hedges, on June 30, 2009, RCI accounted for 93.5% of its Derivatives
	        as hedges against designated U.S. dollar-denominated debt. As a
	        result, 87.4% of U.S. dollar denominated debt is hedged for
	        accounting purposes versus 93.3% on an economic basis.
	    (2) Long-term debt includes the effect of the Derivatives.
	    >>

	    Mark-to-Market Value of Derivatives

	    In accordance with Canadian GAAP, we have recorded our Derivatives using
an estimated credit-adjusted mark-to-market valuation which was determined by
increasing the treasury-related discount rates used to calculate the risk-free
estimated mark-to-market valuation by an estimated credit default swap spread
("CDS Spread") for the relevant term and counterparty for each derivative. In
the case of Derivatives accounted for as assets by Rogers (i.e. those
Derivatives for which the counterparties owe Rogers), the CDS Spread for the
bank counterparty was added to the risk-free discount rate to determine the
estimated credit-adjusted value whereas, in the case of Derivatives accounted
for as liabilities (i.e. those Derivatives for which Rogers owes the
counterparties), Rogers' CDS Spread was added to the risk-free discount rate.
The estimated credit-adjusted values of the Derivatives are subject to changes
in credit spreads of Rogers and its counterparties.
	    The effect of estimating the credit-adjusted value of Derivatives at June
30, 2009 versus the unadjusted risk-free mark-to-market value of Derivatives
is illustrated in the table below. As at June 30, 2009, the credit-adjusted
estimated net liability value of Rogers' Derivatives portfolio was $396
million, which is $6 million more than the unadjusted risk-free mark-to-market
net liability value.

	    <<
	    -------------------------------------------------------------------------
	                                                   Derivatives
	                                     Derivatives          in a           Net
	                                     in an asset     liability     liability
	                                        position      position      position
	    (In millions of dollars)                  (A)           (B)       (A + B)
	    -------------------------------------------------------------------------

	    Mark-to-market value -
	     risk free analysis               $      399    $     (789)   $     (390)

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

	    Mark-to-market value -
	     credit-adjusted estimate
	     (carrying value)                 $      351    $     (747)   $     (396)

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

	    Difference                        $       48    $      (42)   $        6

	    -------------------------------------------------------------------------
	    >>

	    Long-term Debt Plus Net Derivative Liabilities (Assets)

	    The aggregate of our long-term debt plus net derivative liabilities
(assets) at the mark-to-market values using risk-free analysis ("the risk-free
analytical value") is used by us and many analysts to most closely represent
the Company's net debt-related obligations for valuation purposes, and is
calculated as follows:

	    <<
	    -------------------------------------------------------------------------
	                                         June 30,     March 31,  December 31,
	    (In millions of dollars)                2009          2009          2008
	    -------------------------------------------------------------------------

	    Long-term debt(1)                 $    8,551    $    8,647    $    8,507

	    Net derivative liabilities
	     (assets) at the risk-free
	     analytical value(1)              $      390    $    (174)    $      144

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

	    Total                             $    8,941    $   8,473     $    8,651
	    -------------------------------------------------------------------------

	    (1) Includes current and long-term portions.
	    >>

	    We believe that the non-GAAP financial measure of long-term debt plus net
derivative liabilities (assets) at the risk-free analytical value provides the
most relevant and practical measure of our outstanding net debt-related
obligations. We use this non-GAAP measure internally to conduct
valuation-related analysis and make capital structure-related decisions and it
is reviewed regularly by management. It is also useful to investors and
analysts in enabling them to analyze the enterprise and equity value of the
Company and to assess various leverage ratios as performance measures. This
non-GAAP measure does not have a standardized meaning and should be viewed as
a supplement to, and not a substitute for, our results of operations or
financial position reported under Canadian and U.S. GAAP.

	    Outstanding Share Data

	    Set out below is our outstanding share data as at June 30, 2009. Rogers
announced on May 19, 2009 that it had increased its Class B Non-Voting share
buy back program authorization from $300 million to the lesser of $1.5 billion
or 48 million Class B shares during the twelve month period commencing
February 20, 2009 and ending February 19, 2010. Year to date at June 30, 2009
Rogers had repurchased 16,480,000 Class B shares for cancellation for an
aggregate total of approximately $509 million.
	    For additional information, refer to Note 18 of our 2008 Annual Audited
Consolidated Financial Statements and the Unaudited Interim Consolidated
Financial Statements for the three and six months ended June 30, 2009.

	    <<
	    -------------------------------------------------------------------------
	                                                               June 30, 2009
	    -------------------------------------------------------------------------
	    Common Shares Outstanding(1)

	    Class A Voting                                               112,462,014
	    Class B Non-Voting                                           506,979,463

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

	    Options to purchase Class B Non-Voting shares

	    Outstanding options                                           15,843,736
	    Outstanding options exercisable                               10,310,725

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

	    (1) Holders of our Class B Non-Voting shares are entitled to receive
	        notice of and to attend meetings of our shareholders, but, except as
	        required by law or as stipulated by stock exchanges, are not entitled
	        to vote at such meetings. If an offer is made to purchase outstanding
	        Class A Voting shares, there is no requirement under applicable law
	        or RCI's constating documents that an offer be made for the
	        outstanding Class B Non-Voting shares and there is no other
	        protection available to shareholders under RCI's constating
	        documents. If an offer is made to purchase both Class A Voting shares
	        and Class B Non-Voting shares, the offer for the Class A Voting
	        shares may be made on different terms than the offer to the holders
	        of Class B Non-Voting shares.
	    >>

	    Dividends and Other Payments on Equity Securities

	    On April 29, 2009, our Board of Directors declared a quarterly dividend
of $0.29 per share on each of the outstanding Class A Voting and Class B
Non-Voting shares. This quarterly dividend totalling $184 million was paid on
July 2, 2009 to shareholders of record on May 15, 2009.
	    On February 17, 2009, our Board of Directors adopted a dividend policy
which increased the annualized dividend rate from $1.00 to $1.16 per Class A
Voting and Class B Non-Voting share effective immediately to be paid in
quarterly amounts of $0.29 per share. Such quarterly dividends are only
payable as and when declared by our Board and there is no entitlement to any
dividend prior thereto.
	    In addition, on February 17, 2009, our Board of Directors declared a
quarterly dividend of $0.29 per share on each of the outstanding Class A
Voting and Class B Non-Voting shares. This quarterly dividend was paid on
April 1, 2009 to shareholders of record on March 6, 2009 and is the first
quarterly dividend to reflect the newly increased $1.16 per share annualized
dividend level.
	    On October 28, 2008, our Board of Directors declared a quarterly dividend
of $0.25 per share on each of the outstanding Class A Voting and Class B
Non-Voting shares. This quarterly dividend totalling $159 million was paid on
January 2, 2009 to shareholders of record on November 25, 2008.

	    COMMITMENTS AND CONTRACTUAL OBLIGATIONS

	    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 2008
Annual MD&A, and are further discussed in Notes 14, 15 and 23 of our 2008
Annual Audited Consolidated Financial Statements. There have been no
significant changes to these material contractual obligations since December
31, 2008, except as follows:

	    <<
	    -   In June 2009, the Company entered into an agreement to outsource
	        certain information technology functions. The agreement has a seven
	        year term, resulting in committed expenditures of $632 million.
	    -   Changes to our bank credit facility balance and the issuance of
	        long-term debt previously discussed in the "Overview of Liquidity,
	        Financing and Share Capital Activities - Financing" section.
	    >>

	    GOVERNMENT REGULATION AND REGULATORY DEVELOPMENTS

	    The significant government regulations which impact our operations are
summarized in our 2008 Annual MD&A. Significant developments regarding those
regulations since our 2008 MD&A was published on February 18, 2009 are as
follows:

	    Over-the-Air Television Station Licence Renewals

	    In March 2009, the CRTC issued Broadcasting Notice of Consultation
2009-70-1, which confirmed that fee-for-carriage ("FFC") for local
broadcasters will not be part of the April 2009 proceeding considering
one-year licence renewal applications for private conventional television
stations. FFC will be considered during the group-based renewal proceeding
scheduled for the spring of 2010. In this Notice, the CRTC also asked for
comments on whether the 1% of broadcasting distribution undertaking ("BDU")
gross revenues to be contributed to the Local Programming Improvement Fund
("LPIF") to begin in September 2009 will provide sufficient support for local
programming in non-metropolitan markets. Timing for the implementation of the
new CRTC distant signal regime based on negotiations between broadcasters and
distributors will also be addressed.
	    In late April, 2009 the CRTC held a hearing to consider whether Private
Canadian OTA Broadcasters (CTV, Global, CityTV and OMNI) should be relieved of
any of their local or priority programming obligations over the 2009/10
broadcast year. It also considered whether it should impose a 1:1 spending
ratio on Canadian versus U.S. programming and whether it should increase the
BDU contribution to the LPIF from the already-decided 1% level, effective
September 2009.
	    In a May 15, 2009 decision, the CRTC renewed CityTV licences for 1 year
(expiring August 31, 2010) and OMNI TV's licences for 6 years (expiring August
31, 2015), as requested by Rogers Media. It rejected applying a spending ratio
for the 2009/10 broadcast year.
	    In a July 6, 2009 decision on the other matters in the proceeding, the
CRTC further decided to raise the LPIF contribution to 1.5% from 1% for one
year at the current time. The Commission also stated that it was "now of the
view that a negotiated solution for compensation for the free market value of
local conventional television signals is also appropriate" and announced a new
proceeding with an oral hearing starting September 29, 2009. In that
proceeding, it will consider imposing a requirement on BDUs to negotiate with
the broadcasters a FFC using arbitration for settlement if a fee could not be
successfully negotiated. The proceeding will consider tying a BDU's continued
carriage of the U.S. network signals (CBS, NBC, Fox, ABC and PBS) to a
successfully negotiated fee. The proceeding will also establish the framework
for a group-based licence renewal proceeding in 2010 which will consider
group-based expenditures and exhibition requirements for Canadian content and
the digital transition. A decision in this proceeding is expected before the
end of 2009.

	    <<
	    Parliamentary Committee on Canadian Heritage Hearings on Conventional
	    Television
	    >>

	    In March 2009, the House of Commons Standing Committee on Canadian
Heritage initiated a study including hearings on the future of television in
Canada and the impact of current economic conditions on local programming. The
issue of FFC for local broadcasters is an identified topic in the study.
	    On June 19, 2009, the House of Commons Standing Committee on Canadian
Heritage released its report. The report did not contain a recommendation on
FFC but did recommend that the LPIF go from 1% to 2.5% with 1% dedicated to
the CBC/Radio Canada. It also recommended the elimination of CRTC Part II
broadcasting fees. The government members on the Committee filed a dissenting
opinion in which they recommended rejecting FFC in any form, whether through a
CRTC-imposed fee or a CRTC-imposed negotiation with arbitration. The report
also recommended that broadcasters be permitted to engage in pharmaceutical
advertising, which is currently prohibited. The Minister of Canadian Heritage,
the Honourable James Moore, has 120 days (until mid-October) to respond to the
report.

	    <<
	    Consultation on the Renewal of Cellular and Personal Communications
	    Services ("PCS") Spectrum Licences
	    >>

	    In March 2009, Industry Canada initiated a public consultation to discuss
the renewal of cellular and PCS licences that expire on March 31, 2011. The
decisions made as a result of this consultation will apply to cellular and PCS
licences granted by any competitive process, including auctions.
	    Industry Canada is seeking comments on its proposal to renew licences and
the licence conditions that would apply to new and renewed cellular and PCS
licences, including issues such as licence terms, renewals and research and
development. Industry Canada will also undertake a formal study to assess the
current market value of these spectrum licences, and will launch a separate
consultation later in 2009 that will seek comments on a proposed fee.
	    In addition, Industry Canada released a further consultation in April
2009, seeking comments on auction processes going forward. There is
considerable overlap with the renewal consultation as issues such as research
and development and licence terms will also be considered in that proceeding.

	    <<
	    Consultation on Transition to Broadband Radio Service ("BRS") in the Band
	    2500-2696 MHz
	    >>

	    In March 2009, Industry Canada announced a new consultation process to
address issues related to the transition to BRS licensing in this band and the
establishment of a firm transition date to allow for nation-wide
implementation of a new band plan and mobile services. Industry Canada also
announced that it will conduct a stakeholder proposal development process with
existing licensees, including Rogers as holders of the Inukshuk spectrum, to
identify band plan proposals that will be the subject of a future
consultation. The future consultation will also consider the policy and
licensing frameworks for the auction of available spectrum in this band.

	    New Media Proceeding

	    On June 4, 2009, the CRTC released its decision on new media. It decided
to continue to exempt new media broadcasting undertakings from licensing.
However, the CRTC ordered new media broadcasting undertakings (primarily
websites tied to linear broadcast channels) to file annual reports on their
revenues and expenses for the purpose of monitoring the growth of this
activity.
	    The CRTC also rejected the notion of a tax on ISP revenues to fund
Canadian 'webisodes'. Based on conflicting legal opinions filed in the
proceeding, the CRTC will refer to the Federal Court the question of whether
an ISP, when it distributes broadcasting, is subject to the Broadcasting Act
(Canada).

	    UPDATES TO RISKS AND UNCERTAINTIES

	    Our significant risks and uncertainties are discussed in our 2008 Annual
MD&A, which was current as of February 18, 2009, and should be reviewed in
conjunction with this interim quarterly MD&A. Significant developments since
that date are as follows:

	    Litigation Update

	    In April 2004, a proceeding was brought against Fido and other Canadian
wireless carriers claiming damages totaling $160 million, breach of contract,
breach of confidence, breach of fiduciary duty and, as an alternative to the
damages claims, an order for specific performance of a conditional agreement
relating to the use of 38 MHz of MCS Spectrum. In May 2009, we settled this
litigation for $4 million.

	    Over-the-Air Television Station Licence Renewals

	    In Broadcasting Notice of Consultation 2009-411, the CRTC announced that
it is "now of the view that a negotiated solution for compensation for the
free market value of local conventional television signals is also
appropriate." Any imposition of FCC will increase Rogers' costs. See the
"Over-the-Air Television Station Licence Renewals" section under "Government
Regulation and Regulatory Developments".

	    <<
	    Restrictions on the Use of Wireless Handsets While Driving may Reduce
	    Subscriber Usage
	    >>

	    In April 2009, the Ontario Legislature passed the bill prohibiting
wireless handset usage while driving except with the use of Bluetooth or other
hands free devices. The implementation date for the enforcement of the
legislation is unknown but is not anticipated prior to the fall of 2009. In
June 2009, Manitoba introduced and passed similar legislation, also for
implementation in the fall of 2009. Similar legislation banning the use of
handheld devices while driving, except when used in conjunction with
hands-free devices, already exists in the provinces of Quebec, New Brunswick,
Nova Scotia and Newfoundland and Labrador.

	    Unbundled Local Loop Rates

	    In June 2009, Bell Canada and Bell Aliant filed tariff applications to
increase the rates for their unbundled copper loops. The proposed increases
range from 25% to 100% according to location. Rogers leases unbundled loops
from Bell Canada and Bell Aliant to provide both residential and business
primary exchange services, mostly outside of the cable footprint in Ontario,
Quebec and the Maritimes. Rogers will oppose these rate increases.

	    KEY PERFORMANCE INDICATORS AND NON-GAAP MEASURES

	    We measure the success of our strategies using a number of key
performance indicators that are defined and discussed in our 2008 Annual MD&A
and this interim quarterly MD&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:

	    <<
	    -   Network revenue and ARPU;
	    -   Subscriber counts and subscriber churn;
	    -   Operating expenses;
	    -   Sales and marketing costs;
	    -   Operating profit;
	    -   Adjusted operating profit;
	    -   Adjusted operating profit margin;
	    -   Additions to PP&E; and
	    -   Long-term debt plus net derivative liabilities (assets).
	    >>

	    We believe that the non-GAAP financial measure of long-term debt plus net
derivative liabilities (assets) at the risk-free analytical value provides the
most relevant and practical measure of our outstanding net debt-related
obligations. We use this non-GAAP measure internally to conduct
valuation-related analysis and make capital structure-related decisions and it
is reviewed regularly by management. This is also useful to investors and
analysts in enabling them to analyze the enterprise and equity value of the
Company and to assess various leverage ratios as performance measures. This
non-GAAP measure does not have a standardized meaning and should be viewed as
a supplement to, and not a substitute for, our results of operations and
financial position reported under Canadian and U.S. GAAP.

	    RELATED PARTY ARRANGEMENTS

	    We have entered into certain transactions with companies, the partners or
senior officers of which are directors of the Company. During the three and
six months ended June 30, 2009, total amounts paid by us to these related
parties, directly or indirectly, were $10 million and $14 million,
respectively, compared to $1 million and $2 million for the three and six
months ended June 30, 2008, respectively. The increase relates primarily to a
printing contract awarded in a competitive tendering process to a company of
which one of the Directors is a senior officer.
	    We have entered into certain transactions with the controlling
shareholder of the Company and companies controlled by the controlling
shareholder of the Company. These transactions are subject to formal
agreements approved by the Audit Committee. Total amounts received from these
related parties, during the six months ended June 30, 2009 and June 30, 2008
were approximately $0.6 million and $0.5 million, respectively.
	    These transactions are recorded at the exchange amount, being the amount
agreed to by the related parties, and are reviewed by the Audit Committee.

	    CRITICAL ACCOUNTING POLICIES AND ESTIMATES

	    In our 2008 Annual Audited Consolidated Financial Statements and Notes
thereto, as well as in our 2008 Annual MD&A, we have identified the accounting
policies and estimates that are critical to the understanding of our business
operations and our results of operations. For the three and six months ended
June 30, 2009, there are no changes to the critical accounting policies and
estimates of Wireless, Cable and Media from those found in our 2008 Annual
MD&A.

	    NEW ACCOUNTING STANDARDS

	    Goodwill and Intangible Assets

	    In 2008, the CICA issued Handbook Section 3064, Goodwill and Intangible
Assets ("CICA 3064"). CICA 3064, which replaces Section 3062, Goodwill and
Intangible Assets, and Section 3450, Research and Development Costs,
establishes standards for the recognition, measurement and disclosure of
goodwill and intangible assets. The provisions relating to the definition and
initial recognition of intangible assets, including internally generated
intangible assets, are equivalent to the corresponding provisions of IAS 38,
Intangible Assets. This new standard is effective for our Interim and Annual
Consolidated Financial Statements commencing January 1, 2009 and was applied
retrospectively, with restatement of prior periods. The adoption of CICA 3064
resulted in a $16 million decrease in long-term other assets relating to
deferred commissions and pre-operating costs, and an $11 million decrease in
retained earnings at January 1, 2008, net of income taxes of $5 million and
had no material impact on previously reported net income in 2008.

	    Recent Accounting Pronouncements

	    Financial Instruments - Disclosures

	    In June 2009, the CICA amended section 3862, "Financial Instruments -
Disclosures, to include additional disclosure requirements about fair value
measurement for financial instruments and liquidity risk disclosures. These
amendments require a three-level hierarchy that reflects the significance of
the inputs used in making the fair value measurements. Fair value of assets
and liabilities included in Level 1 are determined by reference to quoted
prices in active markets for identical assets and liabilities. Assets and
liabilities in Level 2 include valuations using inputs other than the quoted
prices for which all significant inputs are based on observable market data,
either directly or indirectly. Level 3 valuations are based on inputs that are
not based on observable market data. The amendments to Section 3862 apply for
annual financial statements relating to fiscal years ending after September
30, 2009.

	    International Financial Reporting Standards ("IFRS")

	    In 2006, the Canadian Accounting Standards Board ("AcSB") published a new
strategic plan that significantly affects financial reporting requirements for
Canadian companies. The AcSB strategic plan outlines the convergence of
Canadian GAAP with IFRS over an expected five year transitional period.
	    In February 2008, the AcSB confirmed that IFRS will be mandatory in
Canada for profit-oriented publicly accountable entities for fiscal periods
beginning on or after January 1, 2011. Our first annual IFRS financial
statements will be for the year ending December 31, 2011 and will include the
comparative period of 2010. Starting in the first quarter of 2011, we will
provide unaudited consolidated financial information in accordance with IFRS
including comparative figures for 2010.
	    The table below illustrates key elements of our conversion plan, our
major milestones and current status. Our conversion plan is organized in
phases over time and by area. We have completed all activities to date per our
detailed project plan and expect to meet all milestones through to completion
of the conversion to IFRS.
	    We have allocated sufficient resources to our conversion project, which
include certain full-time employees in addition to contributions by other
employees on a part-time or as needed basis. We have completed the delivery of
training to all employees with responsibilities in the conversion process.
Training for all other employees who will be impacted by our conversion to
IFRS is underway.
	    Although our IFRS accounting policies have been approved by senior
management and the audit committee, such approval is contingent upon the
realization of our expectations regarding the IFRS standards that will be
effective at the time of transition. Consequently, we are unable to make a
final determination of the full impact of conversion until all of the IFRS
Standards applicable at the conversion date are known. As we determine
significant impacts on our financial reporting, including on our KPIs, systems
and processes, and other areas of our business, we intend to disclose such
impacts in our future MD&As.
	    In the period leading up to the changeover, the AcSB will continue to
issue accounting standards that are converged with IFRS, thus mitigating the
impact of adopting IFRS at the changeover date. The International Accounting
Standard Board ("IASB") will also continue to issue new accounting standards
during the conversion period, and as a result, the final impact of IFRS on our
consolidated financial statements will only be measured once all the IFRS
applicable at the conversion date are known.

	    <<
	    -------------------------------------------------------------------------
	    Activity                   Milestones               Status
	    -------------------------------------------------------------------------
	    Financial reporting:
	    - Assessment of            Senior management and    Senior management and
	      accounting and           audit committee          audit committee
	      reporting differences.   sign-off for policy      preliminary approval
	    - Selection of IFRS        recommendations and      obtained for IFRS
	      accounting policies      IFRS 1 elections during  accounting policies
	      and IFRS 1 elections.    2009.                    and IFRS 1 elections.
	    - Development of IFRS
	      financial statement      Senior management and    Development of IFRS
	      format, including        audit committee          financial statement
	      disclosures.             sign-off on financial    format and
	    - Quantification of        statement format during  disclosures underway.
	      effects of conversion.   2010.
	                               Final quantification
	                               of conversion effects
	                               on 2010 comparative
	                               period by Q1 2011.
	    -------------------------------------------------------------------------
	    Systems and processes:
	    - Assessment of impact     Systems, process and     Analysis of potential
	      of changes on systems    internal control         design solutions
	      and processes.           changes implemented and  completed.
	    - Implementation of any    training complete in
	      system and process       time for parallel run    Implementation of
	      design changes           in 2010.                 system and process
	      including training                                design changes
	      appropriate personnel.   Testing of internal      underway.
	    - Documentation and        controls for 2010
	      testing of internal      comparatives completed
	      controls over new        by Q1 2011.
	      systems and processes.
	    -------------------------------------------------------------------------
	    Business:
	    - Assessment of impacts    Contracts updated/       Preliminary
	      on all areas of the      renegotiated by end of   assessment
	      business, including      2010.                    of impacts on other
	      contractual arrangements                          areas of the business
	      and implement changes    Communication at all     completed.
	      as necessary.            levels throughout the
	    - Communicate conversion   conversion process.      Communication is
	      plan and progress                                 ongoing.
	      against it internally
	      and externally.
	    -------------------------------------------------------------------------
	    >>

	    Set out below are the key areas where changes in accounting policies are
expected that may impact our consolidated financial statements. The list and
comments should not be regarded as a complete list of changes that will result
from transition to IFRSs. It is intended to highlight those areas we believe
to be most significant. However, the IASB has significant ongoing projects
that could affect the ultimate differences between Canadian GAAP and IFRS and
their impact on the Company's consolidated financial statements. Consequently,
our analysis of changes and policy decisions have been made based on our
expectations regarding the accounting standards that we anticipate will be
effective at the time of transition. The future impacts of IFRSs will also
depend on the particular circumstances prevailing in those years. At this
stage, we are not able to reliably quantify the impacts expected on our
consolidated financial statements for these differences. See the section
entitled "Caution Regarding Forward-Looking Statements, Risk and Assumptions".

	    Share-Based Payments

	    IFRS 2, Share-Based Payments, requires that cash-settled share-based
payments to employees be measured (both initially and at each reporting date)
based on fair values of the awards. Canadian GAAP requires that such payments
be measured based on intrinsic values of the awards. This difference is
expected to impact the accounting measurement of our stock-based payments,
including our stock options, restricted share units and deferred share units.

	    Employee Benefits

	    IAS 19, Employee Benefits, requires the past service cost element of
defined benefit plans be expensed on an accelerated basis, with vested past
service costs expensed immediately and unvested past service costs recognized
on a straight-line basis until the benefits become vested. Under Canadian
GAAP, past service costs are generally amortized on a straight-line basis over
the average remaining service period of active employees expected under the
plan.
	    In addition, IAS 19 requires an entity to make an accounting policy
choice regarding the treatment of actuarial gains and losses. The options
include the immediate recognition of actuarial gains and losses directly in
equity with no impact on profit or loss, which is the alternative we expect to
adopt.

	    Borrowing Costs

	    IAS 23, Borrowing Costs, requires the capitalization of borrowing costs
directly attributable to the acquisition, construction or production of a
qualifying asset as part of the cost of that asset. Under Canadian GAAP, we
have made an accounting policy choice to expense these costs as incurred.

	    Joint Ventures

	    The IASB is currently considering Exposure Draft 9, Joint Arrangements
("ED 9"), that is intended to modify IAS 31, Interests in Joint Ventures ("IAS
31"). The IASB has indicated that it expects to issue a new standard to
replace IAS 31 in 2009. Currently, under Canadian GAAP, we proportionately
account for interests in joint ventures. ED 9 proposes to eliminate the option
to proportionately consolidate such interests that exists in IAS 31, and
require an entity to recognize its interest in a joint venture, using the
equity method. Therefore, we are expecting to use the equity method to account
for such interests on transition.

	    Financial Instruments: Transaction Costs

	    IAS 39, Financial Instruments: Recognition and Measurement requires that
transaction costs incurred upon initial acquisition of a financial instrument
be deferred and amortized into profit and loss over the life of the
instrument. Currently, we recognize these costs immediately in net income.

	    Customer Loyalty Programs

	    Canadian GAAP does not provide specific guidance on accounting for
customer loyalty programs. We have adopted a liability approach for our
customer loyalty program offered to Fido subscribers. The current policy is to
classify the liability for loyalty points as an accrued liability on the
balance sheet and to record the net cost of the program in equipment revenue.
The liability is initially recorded at the face value of the loyalty awards
granted and subsequently adjusted based on redemption rates. Upon transition
to IFRS, the Company will be required to apply IFRIC 13 Customer Loyalty
Programmes, which requires a revenue approach in accounting for the loyalty
programs. Consequently, we will be required to defer a portion of the revenue
for the initial sales transaction in which the awards are granted based on the
fair value of the awards granted. The application of IFRIC 13 is expected to
result in a reclassification of revenue between the Network and Equipment
categories as well as a reclassification on the balance sheet for the deferred
revenue balance from Accrued Liabilities to Unearned Revenue.

	    Impairment of Assets

	    Canadian GAAP generally uses a two-step approach to impairment testing:
first comparing asset carrying values with undiscounted future cash flows to
determine whether impairment exists; and then measuring any impairment by
comparing asset carrying values with fair values. International Accounting
Standard (IAS) 36, Impairment of Assets ("IAS 36"), uses a one-step approach
for both testing for and measurement of impairment, with asset carrying values
compared directly with the higher of fair value less costs to sell and value
in use (which uses discounted future cash flows). This may potentially result
in more writedowns where carrying values of assets were previously supported
under Canadian GAAP on an undiscounted cash flow basis, but could not be
supported on a discounted cash flow basis.
	    Additionally, under Canadian GAAP assets are grouped at the lowest level
for which identifiable cash flows are largely independent of the cash flows of
other assets and liabilities for impairment testing purposes. IFRS requires
that assets be tested for impairment at the level of cash generating units,
which is the lowest level of assets that generate largely independent cash
inflows. This lower level grouping could result in identification of
impairment more frequently under IFRS, but of potentially smaller amounts.
	    However, the extent of any new writedowns may be partially offset by the
requirement under IAS 36 to reverse any previous impairment losses where
circumstances have changed such that the impairments have been reduced.
Canadian GAAP prohibits reversal of impairment losses.

	    First-Time Adoption of International Financial Reporting Standards

	    Our adoption of IFRS will require the application of IFRS 1, First-Time
Adoption of International Financial Reporting Standards ("IFRS 1"), which
provides guidance for an entity's initial adoption of IFRS. IFRS 1 generally
requires that an entity apply all IFRS effective at the end of its first IFRS
reporting period retrospectively. However, IFRS 1 does include certain
mandatory exceptions and limited optional exemptions in specified areas of
certain standards from this general requirement. The following are the
optional exemptions available under IFRS 1 significant to us that we expect to
apply in preparing its first financial statements under IFRS.

	    <<
	    -------------------------------------------------------------------------
	    Business Combinations    We expect to elect to not restate any Business
	                             Combinations that have occurred prior to January
	                             1, 2010.
	    -------------------------------------------------------------------------
	    Borrowing Costs          We expect to elect to apply the requirements of
	                             IAS 23 Borrowing Costs prospectively from
	                             January 1, 2010.
	    -------------------------------------------------------------------------
	    Employee Benefits        We expect to elect to recognize any actuarial
	                             gains/losses as at January 1, 2010 in retained
	                             earnings.
	    -------------------------------------------------------------------------
	    >>

	    The information above is provided to allow investors and others to obtain
a better understanding of our IFRS changeover plan and the resulting possible
effects on, for example, our financial statements and operating performance
measures. Readers are cautioned, however, that it may not be appropriate to
use such information for any other purpose. This information also reflects our
most recent assumptions and expectations; circumstances may arise, such as
changes in IFRS, regulations or economic conditions, which could change these
assumptions or expectations.

	    CONTROLS AND PROCEDURES

	    There have been no changes in our internal controls over financial
reporting during the second quarter of 2009 that have materially affected, or
are reasonably likely to materially affect, our internal controls over
financial reporting.

	    SEASONALITY

	    Our operating results are subject to seasonal fluctuations that
materially impact quarter-to-quarter operating results, and thus one quarter's
operating results are not necessarily indicative of a subsequent quarter's
operating results.
	    Each of Wireless, Cable and Media has unique seasonal aspects to their
businesses. For specific discussions of the seasonal trends affecting the
Wireless, Cable and Media segments, please refer to our 2008 Annual MD&A.

	    2009 GUIDANCE

	    Based on our current outlook for the second half of 2009, we are updating
certain of the full year 2009 guidance ranges which we originally issued on
February 18, 2009 as shown in the table below. See the section entitled
"Caution Regarding Forward-Looking Statements, Risks and Assumptions".
	    Consolidated revenue, Media revenue and Media adjusted operating profit
guidance ranges have each been updated to reflect greater and more prolonged
than forecasted media advertising revenue declines associated with the
sustained recessionary economic environment. Consolidated revenue guidance has
also been updated to reflect lower than initially forecasted wireless
equipment revenues which generally carry little or no margin and are not a
component of Wireless network revenue.
	    We note that Wireless recently launched the iPhone 3G S, for which sales
volumes in the second half of 2009 cannot be accurately estimated. If sales
volumes of these new iPhone models are greater than expected, the cost of
acquisition in the second half of 2009 could be higher than contemplated in
our original 2009 guidance thus impacting Wireless' operating profit in the
same period. As discussed above, while sales of smartphones with higher than
average subsidies depress operating profit in the period of the sale, the
devices in turn generate higher than average ARPU and lower than average churn
in the periods following initial sale thus positively impacting margins in
future periods.

	    <<
	    Full Year 2009 Mid-Year Guidance Update

	    -------------------------------------------------------------------------
	    ($Millions,              2008       2009 Original           Updated
	     except dividend)       Actual     Guidance Range %      Guidance Range %
	    -------------------------------------------------------------------------
	    Consolidated

	      Revenue(1)           $11,335      Up  5%   to    9%   Up  2%  to    4%
	      Adjusted operating
	       profit(2)             4,060      Up  3%   to    8%
	      Additions to PP&E(3)   2,021          0%   to  (10%)
	      Free cash flow(4)      1,464      Up  9%   to   23%
	      Annualized dividend    $1.00            $1.16

	    Supplementary Detail:

	    Revenue

	      Wireless
	      (network revenue)     $5,843      Up  6%   to   10%
	      Cable Operations(5)    2,878      Up  6%   to    8%
	      Media                  1,496      Up  4%   to   (6%)     (4%)  to (10%)

	    Adjusted operating
	     profit(2)

	      Wireless              $2,820      Up  5%   to    9%
	      Cable Operations(5)    1,171      Up  6%   to   10%
	      Media(6)                 142      Up  2%   to  (19%)    (40%)  to (60%)

	    Additions to PP&E

	      Wireless                $929         (2%)  to  (10%)
	      Cable Operations         829         (7%)  to  (16%)
	    -------------------------------------------------------------------------

	    (1) Consolidated revenue includes revenue from Wireless equipment, RBS,
	        Rogers Retail and Corporate items and eliminations in addition to
	        Wireless Network, Cable Operations and Media revenue.
	    (2) Excludes stock-based compensation expense and integration and
	        restructuring related expenditures.
	    (3) Consolidated additions to PP&E include expenditures related to
	        billing system development, Rogers Media and corporately owned real
	        estate in addition to Wireless and Cable Operations PP&E
	        expenditures.
	    (4) Free cash flow is defined as adjusted operating profit less PP&E
	        expenditures and interest expense and is not a term defined under
	        Canadian GAAP.
	    (5) Includes cable television, residential high-speed Internet and
	        residential telephony services; excludes Rogers Business Solutions
	        and Rogers Retail.
	    (6) Includes losses from Rogers Sports Entertainment estimated at
	        $20 million in 2009.


	    SUPPLEMENTARY INFORMATION
	    Calculations of Wireless Non-GAAP Measures

	    -------------------------------------------------------------------------
	    (In millions of dollars,
	     subscribers in thousands,       Three months ended     Six months ended
	     except ARPU figures and               June 30,              June 30,
	     adjusted operating           -------------------------------------------
	     profit margin)                    2009       2008       2009       2008
	    -------------------------------------------------------------------------

	    Postpaid ARPU (monthly)
	      Postpaid (voice and data)
	       revenue                     $  1,456   $  1,374   $  2,862   $  2,671
	      Divided by: average
	       postpaid wireless voice
	       and data subscribers           6,627      6,057      6,562      6,007
	      Divided by: 3 months for
	       the quarter and 6 months
	       for the year-to-date               3          3          6          6
	                                  -------------------------------------------
	                                   $  73.24   $  75.62   $  72.69   $  74.11

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

	    Prepaid ARPU (monthly)
	      Prepaid (voice and data)
	       revenue                     $     73   $     71   $    140   $    137
	      Divided by: average
	       prepaid subscribers            1,451      1,404      1,466      1,403
	      Divided by: 3 months for
	       the quarter and 6 months
	       for the year-to-date               3          3          6          6
	                                  -------------------------------------------
	                                   $  16.77   $  16.86   $  15.92   $  16.27

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

	    Blended ARPU (monthly)
	      Voice and data revenue       $  1,529   $  1,445   $  3,002   $  2,808
	      Divided by: average
	       wireless voice and
	       data subscribers               8,078      7,461      8,028      7,410
	      Divided by: 3 months for
	       the quarter and 6 months
	       for the year-to-date               3          3          6          6
	                                  -------------------------------------------
	                                   $  63.09   $  64.56   $  62.32   $  63.16

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

	    Adjusted operating profit margin
	      Adjusted operating profit    $    742   $    769   $  1,452   $  1,474
	      Divided by: network revenue     1,529      1,445      3,002      2,808
	                                  -------------------------------------------
	      Adjusted operating
	       profit margin                  48.5%      53.2%      48.4%      52.5%

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



	    SUPPLEMENTARY INFORMATION
	    Calculations of Cable Non-GAAP Measures

	    -------------------------------------------------------------------------
	                                    Three months ended      Six months ended
	    (In millions of dollars,               June 30,              June 30,
	     except adjusted operating    -------------------------------------------
	     profit margin)                    2009       2008       2009       2008
	    -------------------------------------------------------------------------

	    Cable Operations adjusted
	     operating profit margin:
	      Adjusted operating profit    $    329   $    293   $    637   $    571
	      Divided by revenue                763        718      1,506      1,413
	                                  -------------------------------------------
	    Cable Operations adjusted
	     operating profit margin          43.1%      40.8%      42.3%      40.4%
	    -------------------------------------------------------------------------
	    RBS adjusted operating
	     profit margin:
	      Adjusted operating profit    $      7   $     16   $     22   $     33
	      Divided by revenue                125        130        253        263
	                                  -------------------------------------------
	    RBS adjusted operating
	     profit margin                     5.6%      12.3%       8.7%      12.5%
	    -------------------------------------------------------------------------



	    SUPPLEMENTARY INFORMATION
	    Calculation of Adjusted Operating Profit, Net Income and
	    Earnings Per Share

	    -------------------------------------------------------------------------
	                                    Three months ended      Six months ended
	    (In millions of dollars,               June 30,              June 30,
	     number of shares             -------------------------------------------
	     outstanding in millions)          2009       2008       2009       2008
	    -------------------------------------------------------------------------

	    Operating profit               $  1,033   $    996   $  2,115   $  2,091
	    Add (deduct):
	      Stock-based compensation
	       expense (recovery)                13         53        (68)       (63)
	      Adjustment for CRTC Part II
	       fees decision                      -         37          -         31
	      Integration and
	       restructuring expenses            37          3         41          8
	                                  -------------------------------------------
	    Adjusted operating profit      $  1,083   $  1,089   $  2,088   $  2,067
	                                  -------------------------------------------
	                                  -------------------------------------------

	    Net income                     $    374   $    301   $    683   $    645
	    Add (deduct):
	      Stock-based compensation
	       expense (recovery)                13         53        (68)       (63)
	      Adjustment for CRTC Part II
	       fees decision                      -         37          -         31
	      Integration and
	       restructuring expenses            37          3         41          8
	      Debt issuance costs                 5          -          5          -
	    Income tax impact                   (17)       (30)         7         10
	                                  -------------------------------------------
	    Adjusted net income            $    412   $    364   $    668   $    631
	                                  -------------------------------------------
	                                  -------------------------------------------

	    Adjusted basic and diluted
	     earnings per share:
	      Adjusted net income          $    412   $    364   $    668   $    631
	      Divided by: weighted
	       average number of
	       shares outstanding               630        639        633        639
	                                  -------------------------------------------
	    Adjusted basic and diluted
	     earnings per share            $   0.65   $   0.57   $   1.06   $   0.99
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------



	    SUPPLEMENTARY INFORMATION
	    Quarterly Consolidated Financial Summary

	                                            2009                  2008
	    ---------------------------------------------------  --------------------
	    (In millions of dollars,
	     except per share amounts)           Q1         Q2         Q1         Q2
	    ---------------------------------------------------  --------------------

	    Income Statement
	    Operating Revenue
	      Wireless                     $  1,544   $  1,616   $  1,431   $  1,522
	      Cable                             968        972        925        938
	      Media                             284        366        307        409
	      Corporate and eliminations        (49)       (63)       (54)       (66)
	    ---------------------------------------------------  --------------------
	                                      2,747      2,891      2,609      2,803
	    ---------------------------------------------------  --------------------

	    Operating profit before
	     the undernoted
	      Wireless                          710        742        705        769
	      Cable                             324        332        303        304
	      Media                             (10)        37          2         52
	      Corporate and eliminations        (19)       (28)       (26)       (36)
	    ---------------------------------------------------  --------------------
	                                      1,005      1,083        984      1,089
	      Stock-based compensation
	       recovery (expense)(1)             81        (13)       116        (53)
	      Integration and
	       restructuring expenses(2)         (4)       (37)        (5)        (3)
	      Adjustment for CRTC Part II
	       fees decision(3)                   -          -          -        (37)
	      Contract renegotiation fee(6)       -          -          -          -
	    ---------------------------------------------------  --------------------
	    Operating profit(4)               1,082      1,033      1,095        996
	    Depreciation and amortization       444        446        440        420
	    Impairment losses on goodwill,
	     intangible assets and other
	     long-term assets(5)                  -          -          -          -
	    ---------------------------------------------------  --------------------
	    Operating income                    638        587        655        576
	    Interest on long-term debt         (152)      (156)      (138)      (133)
	    Debt issuance costs                   -         (5)         -          -
	    Other income (expense)              (17)        73         (3)        11
	    Income tax expense                 (160)      (125)      (170)      (153)
	    ---------------------------------------------------  --------------------
	    Net income (loss)
	     for the period                $    309   $    374   $    344   $    301
	    ---------------------------------------------------  --------------------
	    ---------------------------------------------------  --------------------

	    Net income (loss) per share:
	      Basic                        $   0.49   $   0.59   $   0.54   $   0.47
	      Diluted                      $   0.49   $   0.59   $   0.54   $   0.47

	    Additions to property,
	     plant and equipment(4)        $    359   $    434   $    321   $    481
	    ---------------------------------------------------  --------------------


	                                            2008                  2007
	    ---------------------------------------------------  --------------------
	    (In millions of dollars,
	     except per share amounts)           Q3         Q4          Q3        Q4
	    ---------------------------------------------------  --------------------

	    Income Statement
	    Operating Revenue
	      Wireless                     $  1,727   $  1,655   $  1,442   $  1,466
	      Cable                             961        985        899        923
	      Media                             386        394        339        364
	      Corporate and eliminations        (92)       (93)       (69)       (66)
	    ---------------------------------------------------  --------------------
	                                      2,982      2,941      2,611      2,687
	    ---------------------------------------------------  --------------------

	    Operating profit before
	     the undernoted
	      Wireless                          693        639        686        658
	      Cable                             318        313        265        265
	      Media                              43         46         46         63
	      Corporate and eliminations        (29)       (30)       (13)       (29)
	    ---------------------------------------------------  --------------------
	                                      1,025        968        984        957
	      Stock-based compensation
	       recovery (expense)(1)             62        (25)       (11)        (4)
	      Integration and
	       restructuring expenses(2)         (2)       (41)        (5)       (17)
	      Adjustment for CRTC Part II
	       fees decision(3)                   -          -         18          -
	      Contract renegotiation fee(6)       -          -          -        (52)
	    ---------------------------------------------------  --------------------
	    Operating profit(4)               1,085        902        986        884
	    Depreciation and amortization       429        471        397        408
	    Impairment losses on goodwill,
	     intangible assets and other
	     long-term assets(5)                  -        294          -          -
	    ---------------------------------------------------  --------------------
	    Operating income                    656        137        589        476
	    Interest on long-term debt         (147)      (157)      (140)      (138)
	    Debt issuance costs                   -          -          -          -
	    Other income (expense)                -        (31)       (14)         -
	    Income tax expense                  (14)       (87)      (166)       (84)
	    ---------------------------------------------------  --------------------
	    Net income (loss)
	     for the period                $    495   $   (138)  $    269   $    254
	    ---------------------------------------------------  --------------------
	    ---------------------------------------------------  --------------------

	    Net income (loss) per share:
	      Basic                        $   0.78   $  (0.22)  $   0.42   $   0.40
	      Diluted                      $   0.78   $  (0.22)  $   0.42   $   0.40

	    Additions to property,
	     plant and equipment(4)        $    436   $    783   $    397   $    624
	    ---------------------------------------------------  --------------------

	    (1) See section entitled "Stock-based Compensation."
	    (2) Costs incurred relate to severances resulting from the restructuring
	        of our employee base to improve our cost structure in light of the
	        declining economic conditions, the integration of Call-Net, Futureway
	        and Aurora Cable, the restructuring of RBS, and the closure of
	        certain Rogers Retail stores.
	    (3) Related to an adjustment of CRTC Part II fees related to prior
	        periods.
	    (4) As defined. See the section entitled "Key Performance Indicators and
	        Non-GAAP Measures".
	    (5) In the fourth quarter of 2008, we determined that the fair value of
	        the conventional television business of Media was lower than its
	        carrying value. This primarily resulted from weakening of industry
	        expectations and declines in advertising revenues amidst the slowing
	        economy. As a result, we recorded an aggregate non-cash impairment
	        charge of $294 million with the following components: $154 million
	        related to goodwill, $75 million related to broadcast licences and
	        $65 million related to intangible assets and other long-term assets.
	    (6) One-time charge resulting from the renegotiation of an
	        Internet-related services agreement with Yahoo!.



	    SUPPLEMENTARY INFORMATION
	    Adjusted Quarterly Consolidated Financial Summary(1)

	                                            2009                  2008
	    ---------------------------------------------------  --------------------
	    (In millions of dollars,
	     except per share amounts)           Q1         Q2         Q1         Q2
	    ---------------------------------------------------  --------------------

	    Income Statement
	    Operating Revenue
	      Wireless                     $  1,544   $  1,616   $  1,431   $  1,522
	      Cable                             968        972        925        938
	      Media                             284        366        307        409
	      Corporate and eliminations        (49)       (63)       (54)       (66)
	    ---------------------------------------------------  --------------------
	                                      2,747      2,891      2,609      2,803
	    ---------------------------------------------------  --------------------

	    Adjusted operating profit(2)
	      Wireless                          710        742        705        769
	      Cable                             324        332        303        304
	      Media                             (10)        37          2         52
	      Corporate and eliminations        (19)       (28)       (26)       (36)
	    ---------------------------------------------------  --------------------
	                                      1,005      1,083        984      1,089
	    Depreciation and amortization       444        446        440        420
	    ---------------------------------------------------  --------------------
	    Adjusted operating income           561        637        544        669
	    Interest on long-term debt         (152)      (156)      (138)      (133)
	    Other income (expense)              (17)        73         (3)        11
	    Income tax expense                 (136)      (142)      (133)      (183)
	    ---------------------------------------------------  --------------------
	    Adjusted net income
	     for the period                $    256   $    412   $    270   $    364
	    ---------------------------------------------------  --------------------
	    ---------------------------------------------------  --------------------

	    Adjusted net income per share:
	       Basic                       $   0.40   $   0.65   $   0.42   $   0.57
	       Diluted                     $   0.40   $   0.65   $   0.42   $   0.57

	    Additions to property,
	     plant and equipment(2)        $    359   $    434   $    321   $    481
	    ---------------------------------------------------  --------------------


	                                            2008                  2007
	    ---------------------------------------------------  --------------------
	    (In millions of dollars,
	     except per share amounts)           Q3         Q4         Q3         Q4
	    ---------------------------------------------------  --------------------

	    Income Statement
	    Operating Revenue
	      Wireless                     $  1,727   $  1,655   $  1,442   $  1,466
	      Cable                             961        985        899        923
	      Media                             386        394        339        364
	      Corporate and eliminations        (92)       (93)       (69)       (66)
	    ---------------------------------------------------  --------------------
	                                      2,982      2,941      2,611      2,687
	    ---------------------------------------------------  --------------------

	    Adjusted operating profit(2)
	      Wireless                          693        639        686        658
	      Cable                             318        313        265        265
	      Media                              43         46         46         63
	      Corporate and eliminations        (29)       (30)       (13)       (29)
	    ---------------------------------------------------  --------------------
	                                      1,025        968        984        957
	    Depreciation and amortization       429        471        397        408
	    ---------------------------------------------------  --------------------
	    Adjusted operating income           596        497        587        549
	    Interest on long-term debt         (147)      (157)      (140)      (138)
	    Other income (expense)               16        (31)       (14)         -
	    Income tax expense                    -       (145)      (165)      (109)
	    ---------------------------------------------------  --------------------
	    Adjusted net income
	     for the period                $    465   $    164   $    268   $    302
	    ---------------------------------------------------  --------------------
	    ---------------------------------------------------  --------------------

	    Adjusted net income per share:
	       Basic                       $   0.73   $   0.26   $   0.42   $   0.47
	       Diluted                     $   0.73   $   0.26   $   0.41   $   0.47

	    Additions to property,
	     plant and equipment(2)        $    436   $    783      $397    $    624
	    ---------------------------------------------------  --------------------

	    (1) This quarterly summary has been adjusted to exclude stock-based
	        compensation (recovery) expense, integration and restructuring
	        expenses, adjustments to CRTC Part II fees related to prior periods,
	        debt issuance costs and the income tax impact related to the above
	        items. See the section entitled "Key Performance Indicators and
	        Non-GAAP Measures".
	    (2) As defined. See the section entitled "Key Performance Indicators and
	        Non-GAAP Measures".



	    Rogers Communications Inc.
	    Unaudited Interim Consolidated Statements of Income
	    (In millions of dollars, except per share amounts)

	    -------------------------------------------------------------------------
	                                    Three months ended     Six months ended
	                                           June 30,              June 30,
	                                       2009       2008       2009       2008
	    -------------------------------------------------------------------------

	    Operating revenue              $  2,891   $  2,803   $  5,638   $  5,412

	    Operating expenses:
	      Cost of sales                     328        225        638        453
	      Sales and marketing               296        311        577        610
	      Operating, general and
	       administrative                 1,197      1,268      2,267      2,250
	      Integration and restructuring      37          3         41          8
	      Depreciation and amortization     446        420        890        860
	    -------------------------------------------------------------------------

	    Operating income                    587        576      1,225      1,231
	    Interest on long-term debt         (156)      (133)      (308)      (271)
	    Debt issuance costs                  (5)         -         (5)         -
	    Foreign exchange gain (loss)         80          1         51         (6)
	    Change in fair value of
	     derivative instruments             (11)         5         (1)         1
	    Other income, net                     4          5          6         13
	    -------------------------------------------------------------------------
	    Income before income taxes          499        454        968        968
	    -------------------------------------------------------------------------

	    Income tax expense:
	      Current                            (1)        (1)        (1)         1
	      Future                            126        154        286        322
	      -----------------------------------------------------------------------
	                                        125        153        285        323

	    -------------------------------------------------------------------------
	    Net income for the period      $    374   $    301   $    683   $    645
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------

	    Net income per share:
	      Basic and diluted            $   0.59   $   0.47   $   1.08   $   1.01
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------



	    Rogers Communications Inc.
	    Unaudited Interim Consolidated Balance Sheets
	    (In millions of dollars)

	    -------------------------------------------------------------------------
	                                                       June 30,  December 31,
	                                                          2009          2008
	    -------------------------------------------------------------------------
	                                                                   (Restated)
	    Assets

	    Current assets:
	      Cash and cash equivalents                       $     69      $      -
	      Accounts receivable                                1,181         1,403
	      Other current assets                                 430           442
	      Current portion of derivative instruments             15             -
	      Future income tax assets                             137           451
	      -----------------------------------------------------------------------
	                                                         1,832         2,296

	    Property, plant and equipment                        7,929         7,898
	    Goodwill                                             3,017         3,024
	    Intangible assets                                    2,654         2,761
	    Investments                                            309           343
	    Derivative instruments                                 336           507
	    Other long-term assets                                 289           253

	    -------------------------------------------------------------------------
	                                                      $ 16,366      $ 17,082
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------

	    Liabilities and Shareholders' Equity

	    Current liabilities:
	      Bank advances, arising from
	       outstanding cheques                            $      -      $     19
	      Accounts payable and accrued liabilities           1,741         2,412
	      Current portion of long-term debt                      1             1
	      Current portion of derivative instruments             60            45
	      Unearned revenue                                     279           239
	      -----------------------------------------------------------------------
	                                                         2,081         2,716

	    Long-term debt                                       8,550         8,506
	    Derivative instruments                                 687           616
	    Other long-term liabilities                            152           184
	    Future income tax liabilities                          320           344
	    -------------------------------------------------------------------------
	                                                        11,790        12,366

	    Shareholders' equity                                 4,576         4,716

	    -------------------------------------------------------------------------
	                                                      $ 16,366      $ 17,082
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------



	    Rogers Communications Inc.
	    Unaudited Interim Consolidated Statements of Shareholders' Equity
	    (In millions of dollars)

	    Six months ended June 30, 2009

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

	                                   Class A Voting         Class B Non-Voting
	                                       shares                  shares
	                                 --------------------    --------------------
	                                              Number                  Number
	                                  Amount   of shares      Amount   of shares
	    -------------------------------------------------------------------------
	                                               (000s)                  (000s)

	    Balances,
	     December 31, 2008           $    72     112,462     $   488     523,430
	    Change in accounting policy
	     related to goodwill and
	     intangible assets                 -           -           -           -
	    -------------------------------------------------------------------------

	    As restated,
	     January 1, 2009                  72     112,462         488     523,430
	    Net income for the period          -           -           -           -
	    Shares issued on exercise
	     of stock options                  -           -           1          30
	    Dividends declared                 -           -           -           -
	    Repurchase of Class B
	     Non-Voting shares                 -           -         (16)    (16,480)
	    Other comprehensive loss           -           -           -           -

	    -------------------------------------------------------------------------
	    Balances,
	     June 30, 2009               $    72     112,462     $   473     506,980
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------


	    -------------------------------------------------------------------------
	                                                     Accumulated
	                                                           other
	                                                          compre-      Total
	                                                         hensive      share-
	                             Contributed    Retained      income     holders'
	                                 surplus    earnings       (loss)     equity
	    -------------------------------------------------------------------------
	                                           (Restated)              (Restated)

	    Balances,
	     December 31, 2008           $ 3,560     $   702     $   (95)    $ 4,727
	    Change in accounting policy
	     related to goodwill and
	     intangible assets                 -         (11)          -         (11)
	    -------------------------------------------------------------------------

	    As restated,
	     January 1, 2009               3,560         691         (95)      4,716
	    Net income for the period          -         683           -         683
	    Shares issued on exercise
	     of stock options                  -           -           -           1
	    Dividends declared                 -        (368)          -        (368)
	    Repurchase of Class B
	     Non-Voting shares              (476)        (17)          -        (509)
	    Other comprehensive loss           -           -          53          53

	    -------------------------------------------------------------------------
	    Balances,
	     June 30, 2009               $ 3,084     $   989     $   (42)    $ 4,576
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------


	    Six months ended June 30, 2008

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

	                                   Class A Voting         Class B Non-Voting
	                                       shares                  shares
	                                 --------------------    --------------------
	                                              Number                  Number
	                                  Amount   of shares      Amount   of shares
	    -------------------------------------------------------------------------
	                                               (000s)                  (000s)

	    Balances,
	     January 1, 2008             $    72     112,462     $   471     527,005
	    Change in accounting policy
	     related to goodwill and
	     intangible assets                 -           -           -           -
	    -------------------------------------------------------------------------

	    As restated,
	     January 1, 2008                  72     112,462         471     527,005
	    Net income for the period          -           -           -           -
	    Shares issued on exercise
	     of stock options                  -           -          11         245
	    Dividends declared                 -           -           -           -
	    Repurchase of Class B
	     Non-Voting shares                 -           -          (1)     (1,000)
	    Other comprehensive loss           -           -           -           -

	    -------------------------------------------------------------------------
	    Balances,
	     June 30, 2008               $    72     112,462     $   481     526,250
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------


	    -------------------------------------------------------------------------
	                                                     Accumulated
	                                                           other
	                                                          compre-      Total
	                                                         hensive      share-
	                             Contributed    Retained      income     holders'
	                                 surplus    earnings       (loss)     equity
	    -------------------------------------------------------------------------
	                                           (Restated)              (Restated)

	    Balances,
	     January 1, 2008             $ 3,689     $   342     $    50     $ 4,624
	    Change in accounting policy
	     related to goodwill and
	     intangible assets                 -         (11)          -         (11)
	    -------------------------------------------------------------------------

	    As restated,
	     January 1, 2008               3,689         331          50       4,613
	    Net income for the period          -         645           -         645
	    Shares issued on exercise
	     of stock options                  -           -           -          11
	    Dividends declared                 -        (320)          -        (320)
	    Repurchase of Class B
	     Non-Voting shares               (38)         (1)          -         (40)
	    Other comprehensive loss           -           -        (145)       (145)

	    -------------------------------------------------------------------------
	    Balances,
	     June 30, 2008               $ 3,651     $   655     $   (95)    $ 4,764
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------



	    Rogers Communications Inc.
	    Unaudited Interim Consolidated Statements of Comprehensive Income
	    (In millions of dollars)

	    -------------------------------------------------------------------------
	                                    Three months ended     Six months ended
	                                           June 30,              June 30,
	                                       2009       2008       2009       2008
	    -------------------------------------------------------------------------

	    Net income for the period      $    374   $    301   $    683   $    645

	    Other comprehensive income
	     (loss):
	      Change in fair value of
	       available-for-sale
	       investments:
	        Increase (decrease) in
	         fair value                     (29)         6        (51)      (105)
	      -----------------------------------------------------------------------

	      Cash flow hedging derivative
	       instruments:
	        Change in fair value of
	         derivative instruments        (473)      (159)      (233)        (8)
	        Reclassification to net
	         income of foreign
	         exchange gain (loss) on
	         long-term debt                 507         39        322       (128)
	        Reclassification to net
	         income of accrued interest      13         35         17         70
	        ---------------------------------------------------------------------
	                                         47        (85)       106        (66)
	    -------------------------------------------------------------------------

	      Other comprehensive income
	       (loss) before tax                 18        (79)        55       (171)
	      Related income taxes               22         40         (2)        26
	      -----------------------------------------------------------------------
	                                         40        (39)        53       (145)

	    -------------------------------------------------------------------------
	    Total comprehensive income     $    414   $    262   $    736   $    500
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------



	    Rogers Communications Inc.
	    Unaudited Interim Consolidated Statements of Cash Flows
	    (In millions of dollars)

	    -------------------------------------------------------------------------
	                                    Three months ended     Six months ended
	                                           June 30,              June 30,
	                                       2009       2008       2009       2008
	    -------------------------------------------------------------------------

	    Cash provided by (used in):

	    Operating activities:
	      Net income for the period    $    374   $    301   $    683   $    645
	      Adjustments to reconcile
	       net income to cash flows
	       from operating activities:
	        Depreciation and
	         amortization                   446        420        890        860
	        Program rights and Rogers
	         Retail rental amortization      37         37         77         72
	        Future income taxes             126        154        286        322
	        Unrealized foreign
	         exchange gain                  (74)         -        (47)         -
	        Change in the value of
	         derivative instruments          11         (5)         1         (1)
	        Stock-based compensation
	         expense (recovery)              13         53        (68)       (63)
	        Pension expense,
	         net of contributions           (14)        (8)       (19)        (8)
	        Amortization of fair value
	         increment on long-term debt     (2)        (2)        (3)        (3)
	        Other                             1         (6)         -        (11)
	      -----------------------------------------------------------------------
	                                        918        944      1,800      1,813
	      Change in non-cash operating
	       working capital items            (42)       (74)      (236)      (244)
	      -----------------------------------------------------------------------
	                                        876        870      1,564      1,569
	    -------------------------------------------------------------------------

	    Investing activities:
	      Additions to property, plant
	       and equipment ("PP&E")          (434)      (481)      (793)      (802)
	      Change in non-cash working
	       capital items related to PP&E      8         28       (123)       (54)
	      Acquisitions, net of cash
	       and cash equivalents acquired    (11)      (124)       (11)      (147)
	      Additions to program rights       (48)       (42)       (92)       (78)
	      Acquisition of spectrum
	       licences                         (15)         -        (15)         -
	      Other                              (4)         4         (5)         6
	      -----------------------------------------------------------------------
	                                       (504)      (615)    (1,039)    (1,075)
	    -------------------------------------------------------------------------

	    Financing activities:
	      Issuance of long-term debt      1,460        530      1,825        780
	      Repayment of long-term debt      (975)      (565)    (1,410)      (980)
	      Repurchase of Class B
	       Non-Voting shares               (509)       (40)      (509)       (40)
	      Issuance of capital stock
	       on exercise of stock options       -          2          -          2
	      Dividends paid                   (184)      (160)      (343)      (240)
	      -----------------------------------------------------------------------
	                                       (208)      (233)      (437)      (478)
	    -------------------------------------------------------------------------

	    Increase in cash and
	     cash equivalents                   164         22         88         16

	    Cash deficiency,
	     beginning of period                (95)       (67)       (19)       (61)

	    -------------------------------------------------------------------------
	    Cash and cash equivalents
	     (deficiency), end of period   $     69   $    (45)  $     69   $    (45)
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------

	    Supplemental cash flow
	     information:
	      Interest paid                $    154   $    169   $    307   $    273

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

	    The change in non-cash
	     operating working capital
	     items is as follows:
	      Decrease (increase) in
	       accounts receivable         $    (24)  $    (58)  $    222   $     60
	      Decrease (increase)
	       in other assets                   63        (26)       (11)      (116)
	      Increase (decrease) in
	       accounts payable and
	       accrued liabilities              (55)        17       (487)      (208)
	      Increase (decrease) in
	       unearned revenue                 (26)        (7)        40         20
	    -------------------------------------------------------------------------
	                                   $    (42)  $    (74)  $   (236)  $   (244)
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------
	    >>

	    Cash and cash equivalents (deficiency) are defined as cash and short-term
deposits which have an original maturity of less than 90 days, less bank
advances.
	    The preceding MD&A and financial statements should be read in conjunction
with the second quarter 2009 Notes to the Unaudited Interim Consolidated
Financial Statements that can be found at www.rogers.com and on SEDAR at
www.sedar.com or on EDGAR at www.sec.gov.

	    Caution Regarding Forward-Looking Statements, Risks and Assumptions

	    This MD&A includes forward-looking statements and assumptions concerning
our business, its operations and its financial performance and condition
approved by management on the date of this MD&A. These forward-looking
statements and assumptions include, but are not limited to, statements with
respect to our objectives and strategies to achieve those objectives,
statements with respect to our beliefs, plans, expectations, anticipations,
estimates or intentions, including guidance and forecasts relating to revenue,
adjusted operating profit, PP&E expenditures, free cash flow, expected growth
in subscribers and the services to which they subscribe, the cost of acquiring
subscribers and the deployment of new services and all other statements that
are not historical facts. Such forward-looking statements are based on current
objectives, strategies, expectations and assumptions that we believe to be
reasonable at the time including, but not limited to, general economic and
industry growth rates, currency exchange rates, product pricing levels and
competitive intensity, subscriber growth and usage rates, changes in
government regulation, technology deployment, device availability, the timing
of new product launches, content and equipment costs, the integration of
acquisitions, and industry structure and stability.
	    Except as otherwise indicated, this MD&A and our forward-looking
statements do not reflect the potential impact of any non-recurring or other
special items or of any dispositions, monetizations, mergers, acquisitions,
other business combinations or other transactions that may be considered or
announced or may occur after the date of the financial information contained
herein.
	    We caution that all forward-looking information, including any statement
regarding our current intentions, is inherently subject to change and
uncertainty and that actual results may differ materially from the
assumptions, estimates or expectations reflected in the forward-looking
information. A number of factors could cause actual results to differ
materially from those in the forward-looking statements or could cause our
current objectives and strategies to change, including but not limited to
economic conditions, technological change, the integration of acquisitions,
unanticipated changes in content or equipment costs, changing conditions in
the entertainment, information and communications industries, regulatory
changes, litigation and tax matters, the level of competitive intensity and
the emergence of new opportunities, many of which are beyond our control and
current expectation or knowledge. Therefore, should one or more of these risks
materialize, should our objectives or strategies change, or should any other
factors underlying the forward-looking statements prove incorrect, actual
results and our plans may vary significantly from what we currently foresee.
Accordingly, we warn investors to exercise caution when considering any such
forward-looking information herein and that it would be unreasonable to rely
on such statements as creating any legal rights regarding our future results
or plans. We are under no obligation (and we expressly disclaim any such
obligation) to update or alter any forward-looking statements or assumptions
whether as a result of new information, future events or otherwise, except as
required by law.
	    Before making any investment decisions and for a detailed discussion of
the risks, uncertainties and environment associated with our business, fully
review the sections of this MD&A entitled "Updates to Risks and Uncertainties"
and "Government Regulation and Regulatory Developments", and also the sections
entitled "Risks and Uncertainties Affecting our Businesses" and "Government
Regulation and Regulatory Developments" in our 2008 Annual MD&A.

	    Additional Information

	    Additional information relating to our company and business, including
our 2008 Annual MD&A and 2008 Annual Information Form, may be found on SEDAR
at www.sedar.com or on EDGAR at www.sec.gov.

	    About the Company

	    We are a diversified Canadian communications and media company. We are
engaged in wireless voice and data communications services through Rogers
Wireless, Canada's largest wireless provider and the operator of the country's
only national GSM and HSPA based network. Through Rogers Cable we are one of
Canada's largest providers of cable television services as well as high-speed
Internet access, telephony services and video retailing. Through Rogers Media,
we are engaged in radio and television broadcasting, televised shopping,
magazines and trade publications, and sports entertainment. We are publicly
traded on the Toronto Stock Exchange (TSX: RCI.a and RCI.b) and on the New
York Stock Exchange (NYSE: RCI).
	    For further information about the Rogers group of companies, please visit
www.rogers.com.

	    Quarterly Investment Community Conference Call

	    As previously announced by press release, a live Webcast of our quarterly
results conference call with the investment community will be broadcast via
the Internet at www.rogers.com/webcast beginning at 8:30 a.m. ET today, July
28, 2009. A rebroadcast 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 conference call.

	    %CIK: 0000733099

	    /For further information: Investment Community Contacts: Bruce M. Mann,
(416) 935-3532, bruce.mann(at)rci.rogers.com; Dan Coombes, (416) 935-3550,
dan.coombes(at)rci.rogers.com; Media Contacts: Wireless and Cable: Terrie
Tweddle, (416) 935-4727, terrie.tweddle(at)rci.rogers.com; Media and Regulatory:
Jan Innes, (416) 935-3525, jan.innes(at)rci.rogers.com/
	    (RCI.A. RCI.B. RCI)

CO:  Rogers Communications Inc.; Rogers Cable Inc.; Rogers Media Inc.; Rogers
     Wireless

CNW 09:04e 28-JUL-09