Rogers Reports First Quarter 2009 Financial and Operating Results



    
        First Quarter Consolidated Revenue Grows 5% to $2.7 Billion;

         Adjusted Operating Profit Growth at Cable Operations of 9%
      is Partially Offset by Costs From Successful Smartphone Campaign,
      Reductions in Roaming and Other Discretionary Usage at Wireless,
                 and Advertising Revenue Declines at Media;

          Wireless Holds ARPU Steady While Further Lowering Churn,
            Accelerating Wireless Data Revenue Growth to 43% and
                    Driving 48% Network Revenue Margins;

           Cable Drives Continued Year-Over-Year Margin Expansion
                       and Healthy Growth in Cash Flow
    

    TORONTO, April 29 /CNW/ - Rogers Communications Inc. today announced its
consolidated financial and operating results for the three months ended March
31, 2009.

    
    Financial highlights are as follows:

    -------------------------------------------------------------------------
                                                 Three months ended March 31,
    (In millions of dollars,                   ------------------------------
     except per share amounts)                      2009      2008     % Chg
    -------------------------------------------------------------------------

    Operating revenue                           $  2,747  $  2,609         5
    Operating profit(1)                            1,082     1,095        (1)
    Net income                                       309       344       (10)
    Basic and diluted net income per share      $   0.49  $   0.54        (9)

    As adjusted:(2)
      Operating profit(1)                       $  1,005  $    984         2
      Net income                                     256       270        (5)
      Basic and diluted net income per share    $   0.40  $   0.42        (5)
    -------------------------------------------------------------------------

    (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, the related income tax impact of the
        above amounts.


    Highlights of the first quarter of 2009 include the following:

    -   Generated growth in quarterly revenue of 5%, while adjusted operating
        profit grew 2% to $1.005 billion as the growth at Cable was partially
        offset by acquisition and retention costs from the continued
        successful smartphone campaign at Wireless and advertising revenue
        declines at Media.

    -   Wireless network revenue grew by 8% year-over-year driven by postpaid
        net subscriber additions of 104,000, data revenue growth accelerating
        by 43% to 20% of network revenue, and a further reduction of postpaid
        churn to 1.09%.

    -   Wireless activated more than 360,000 smartphone devices during the
        quarter. Approximately 40% of these activations were to subscribers
        new to Wireless with the other 60% 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 this
        continued successful smartphone campaign drove significantly higher
        acquisition and retention costs at Wireless.

    -   Cable's Internet subscriber base continued to grow during the quarter
        and penetration is approximately 44% of the homes passed by our cable
        networks and 68% of our basic cable customer base. In addition,
        digital penetration now represents approximately 69% of basic cable
        households, of which more than 619,000 households now receive high-
        definition television ("HDTV") services.

    -   Cable ended the quarter with 857,000 residential voice-over-cable
        telephony lines, which brings the total penetration of cable
        telephony lines to 37% of basic cable subscribers, up from 31% at
        March 31, 2008.

    -   Wireless announced the expansion of its advanced 3G voice and data
        network to 48 new sites in Northern Alberta to provide broader
        service to residents in the region and a range of business solutions
        to local businesses, including those in the oil and gas industry.

    -   At March 31, Rogers had approximately $1.8 billion in available
        credit under its $2.4 billion committed bank credit facility that
        matures in July, 2013, and no scheduled debt maturities until May
        2011. This financial position provides us with substantial liquidity
        and flexibility.

    -   Rogers announced on February 18 that its Board of Directors had
        approved a 16% increase in the annualized dividend rate to $1.16 per
        share and immediately declared a quarterly dividend of $0.29 a share
        on each of its outstanding shares at the new, higher rate. In
        addition, the Board approved the renewal of a normal course issuer
        bid ("NCIB") to repurchase up to $300 million of Rogers' Class B
        shares on the open market during the following twelve months.

    -   On March 30, Rogers announced the appointment of Nadir Mohamed as
        President and Chief Executive Officer. This appointment followed an
        extensive search carried out by our Board of Directors following the
        December 2008 passing of company founder and Chief Executive Officer
        Ted Rogers. A communications industry veteran with more than 25 years
        of experience, Nadir Mohamed was previously President and Chief
        Operating Officer of Rogers' Communications Group division, which
        included our Wireless and Cable businesses.
    

    "The strength of our franchises is reflected in our first quarter
results," said Nadir Mohamed, President and Chief Executive Officer. "We
delivered positive subscriber trends, expanded margins, and accelerated data
revenue growth at Wireless, while Cable further expanded margins and
meaningfully grew its cash flow, and Media continued to adjust its cost
structure and position itself to emerge from the economic downturn with
greater share and stronger ratings."
    "While Rogers is operating from a position of business and financial
strength, we are clearly negotiating through challenging times and have much
hard work in front of us to drive the performance of the business forward,"
continued Mohamed. "We will build upon our solid foundation by driving
continuous enhancements to our customer experience, by improving our operating
and capital efficiency and by continuing to deliver innovative services and
leading edge technologies that our customers have come to expect."
    This management's discussion and analysis ("MD&A"), which is current as
of April 28, 2009, should be read in conjunction with our First 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 52 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 March 31,
    (In millions of dollars,                   ------------------------------
     except per share amounts)                      2009      2008     % Chg
    -------------------------------------------------------------------------

    Operating revenue
      Wireless                                  $  1,544  $  1,431         8
      Cable
        Cable Operations                             743       695         7
        RBS                                          128       133        (4)
        Rogers Retail                                102       100         2
        Corporate items and eliminations              (5)       (3)       67
                                               ------------------------------
                                                     968       925         5
      Media                                          284       307        (7)
      Corporate items and eliminations               (49)      (54)       (9)
                                               ------------------------------
    Total                                          2,747     2,609         5
                                               ------------------------------
                                               ------------------------------

    Adjusted operating profit (loss)(1)
      Wireless                                       710       705         1
      Cable
        Cable Operations                             308       283         9
        RBS                                           15        17       (12)
        Rogers Retail                                  1         3       (67)
                                               ------------------------------
                                                     324       303         7
      Media                                          (10)        2       n/m
      Corporate items and eliminations               (19)      (26)      (27)
                                               ------------------------------
    Adjusted operating profit(1)                   1,005       984         2
    Stock-based compensation recovery(2)              81       116       (30)
    Integration and restructuring expenses(3)         (4)       (5)      (20)
                                               ------------------------------
    Operating profit(1)                            1,082     1,095        (1)
    Other income and expense, net(4)                 773       751         3
                                               ------------------------------
    Net income                                  $    309  $    344       (10)
                                               ------------------------------
                                               ------------------------------

    Basic and diluted net income per share      $   0.49  $   0.54        (9)

    As adjusted:(1)
      Net income                                $    256  $    270        (5)
      Basic and diluted net income per share    $   0.40  $   0.42        (5)

    Additions to property, plant and
     equipment ("PP&E")(1)
      Wireless                                  $    174  $    163         7
      Cable
        Cable Operations                             104       121       (14)
        RBS                                            8         4       100
        Rogers Retail                                  3         3         -
                                               ------------------------------
                                                     115       128       (10)
      Media                                           14        21       (33)
      Corporate(5)                                    56         9       n/m
                                               ------------------------------
    Total                                       $    359  $    321        12
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (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 months ended March 31, 2009, costs incurred relate to
        the integration of Futureway Communications Inc. ("Futureway") and
        Aurora Cable TV Limited ("Aurora Cable"), and the closure of certain
        Rogers Retail stores. In the three months ended March 31, 2008, costs
        incurred relate to the integration of Futureway and Call-Net
        Enterprises Inc. ("Call-Net"), the restructuring of Rogers Business
        Solutions ("RBS"), and 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) The year-over-year increase in corporate additions to PP&E for the
        three months ended March 31, 2009 primarily reflects approximately
        $31 million of spending on an enterprise-wide billing and business
        system initiative.
    n/m: not meaningful.


    SEGMENT REVIEW

    WIRELESS
    --------

    Summarized Wireless Financial Results

    -------------------------------------------------------------------------
                                                 Three months ended March 31,
                                               ------------------------------
    (In millions of dollars, except margin)         2009      2008     % Chg
    -------------------------------------------------------------------------

    Operating revenue
      Postpaid                                  $  1,406  $  1,297         8
      Prepaid                                         67        66         2
                                               ------------------------------
      Network revenue                              1,473     1,363         8
      Equipment sales                                 71        68         4
                                               ------------------------------
    Total operating revenue                        1,544     1,431         8
                                               ------------------------------

    Operating expenses before the undernoted
      Cost of equipment sales                        225       145        55
      Sales and marketing expenses                   140       140         -
      Operating, general and administrative
       expenses                                      469       441         6
                                               ------------------------------
                                                     834       726        15
                                               ------------------------------
    Adjusted operating profit(1)                     710       705         1
    Stock-based compensation recovery(2)              10        10         -
                                               ------------------------------
    Operating profit(1)                         $    720  $    715         1
                                               ------------------------------
                                               ------------------------------

    Adjusted operating profit margin as %
     of network revenue(1)                         48.2%     51.7%

    Additions to PP&E(1)                        $    174  $    163         7
    -------------------------------------------------------------------------

    (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".


    Summarized Wireless Subscriber Results

    -------------------------------------------------------------------------
                                                 Three months ended March 31,
    (Subscriber statistics in thousands,       ------------------------------
     except ARPU, churn and usage)                  2009      2008       Chg
    -------------------------------------------------------------------------

    Postpaid
      Gross additions                                315       293        22
      Net additions                                  104        97         7
      Total postpaid retail subscribers            6,554     6,011       543
      Average monthly revenue per user
       ("ARPU")(1)                              $  72.15  $  72.55  $  (0.40)
      Average monthly usage (minutes)                570       570         -
      Monthly churn                                1.09%     1.10%    (0.01%)
    Prepaid
      Gross additions                                130       133        (3)
      Net losses                                     (32)      (29)       (3)
      Total prepaid retail subscribers             1,460     1,395        65
      ARPU(1)                                   $  15.10  $  15.70  $  (0.60)
      Monthly churn                                3.63%     3.81%    (0.18%)

    Blended ARPU(1)                             $  61.57  $  61.73  $  (0.16)
    -------------------------------------------------------------------------

    (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 months ended March 31, 2009, compared to the corresponding period of the
prior year, 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 remained relatively flat, which reflects the
impact of a higher mix of postpaid customers and higher wireless data revenue,
which was partially offset by declines in roaming and out-of-plan usage
revenues as customers curtail travel and adjust their wireless usage during
the economic recession. The reductions in roaming and out-of-plan usage,
combined with a decrease in long-distance calling, caused a decline in the
voice component of postpaid ARPU compared to the corresponding period of the
prior year, which was mostly offset by the accelerating growth in wireless
data.
    Wireless' success in the continued reduction of postpaid churn reflects
targeted customer retention activities and continued enhancements in network
coverage and quality.
    For the three months ended March 31, 2009, wireless data revenue
increased by approximately 43% over the corresponding period of 2008, to $298
million. This acceleration of 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
2008. For the three months ended March 31, 2009, data revenue represented
approximately 20% of total network revenue, compared to 15% in the
corresponding period of 2008.

    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 first quarter of 2009 versus the corresponding period
of 2008.
    Wireless activated more than 360,000 smartphone devices, including iPhone
3G and BlackBerry devices, during the first quarter of 2009. Approximately 40%
of these activations were to subscribers new to Wireless with the other 60%
being to existing Wireless subscribers who upgraded devices, committed to new
multi-year-term contracts, and in most cases attached both voice and monthly
data packages which generate considerably above average ARPU. Smartphone
devices as a percent of postpaid gross additions increased to approximately
50% in the first quarter of 2009 versus approximately 30% in the corresponding
period of 2008, while smartphone devices as a percent of device upgrades
increased to approximately 50% in the first quarter of 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 first quarter of 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 will have the effect in
subsequent periods of being accretive to overall ARPU while reducing overall
churn.

    
    Wireless Operating Expenses

    -------------------------------------------------------------------------
                                                 Three months ended March 31,
                                               ------------------------------
    (In millions of dollars)                        2009      2008     % Chg
    -------------------------------------------------------------------------

    Operating expenses
      Cost of equipment sales                   $    225  $    145        55
      Sales and marketing expenses                   140       140         -
      Operating, general and administrative
       expenses                                      469       441         6
                                               ------------------------------
    Operating expenses before the undernoted         834       726        15
    Stock-based compensation recovery(1)             (10)      (10)        -
                                               ------------------------------
    Total operating expenses                    $    824  $    716        15
    -------------------------------------------------------------------------

    (1) See the section entitled "Stock-based Compensation".
    

    As a result of the significant number of smartphone activations versus
the year ago quarter, certain Wireless metrics for the first quarter of 2009,
including cost of equipment sales and retention costs, increased significantly
over the corresponding quarter 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 months ended March
31, 2009, compared to the corresponding period of the prior year, 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, in the three months
ended March 31, 2009, compared to the corresponding period 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
$143 million in the three months ended March 31, 2009, compared to $94 million
in the corresponding period of the prior year. As a result of its continued
successful smartphone marketing campaign, Wireless had a higher rate of
upgrade activity by existing subscribers during the quarter versus the
corresponding period in 2008. Approximately 60% of the smartphone device
activations in the first quarter of 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 increase 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 48.2% for the three months ended March 31, 2009, compared to the
historically high 51.7% in the corresponding period 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 March 31,
                                               ------------------------------
    (In millions of dollars)                        2009      2008     % Chg
    -------------------------------------------------------------------------

    Additions to PP&E
      High-Speed Packet Access ("HSPA")         $     85  $     62        37
      Network - capacity                              21        41       (49)
      Network - other                                 48        38        26
      Information and technology and other            20        22        (9)
                                               ------------------------------
    Total additions to PP&E                     $    174  $    163         7
    -------------------------------------------------------------------------
    

    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 and technology and other initiatives included billing and
back-office system upgrades, and other facilities and equipment spending.

    
    CABLE
    -----

    Summarized Cable Financial Results

    -------------------------------------------------------------------------
                                                 Three months ended March 31,
                                               ------------------------------
    (In millions of dollars, except margin)       2009(1)     2008     % Chg
    -------------------------------------------------------------------------

    Operating revenue
      Cable Operations(2)                       $    743  $    695         7
      RBS                                            128       133        (4)
      Rogers Retail                                  102       100         2
      Intercompany eliminations                       (5)       (3)       67
                                               ------------------------------
    Total operating revenue                          968       925         5
                                               ------------------------------

    Operating profit before the undernoted
      Cable Operations(2)                            308       283         9
      RBS                                             15        17       (12)
      Rogers Retail                                    1         3       (67)
                                               ------------------------------
    Adjusted operating profit(3)                     324       303         7
    Stock-based compensation recovery(4)              25        33       (24)
    Integration and restructuring expenses(5)         (4)       (5)      (20)
                                               ------------------------------
    Operating profit(4)                         $    345  $    331         4
                                               ------------------------------
                                               ------------------------------

    Adjusted operating profit margin(3)
      Cable Operations(2)                          41.5%     40.7%
      RBS                                          11.7%     12.8%
      Rogers Retail                                 1.0%      3.0%

    Additions to PP&E(3)
      Cable Operations(2)                       $    104  $    121       (14)
      RBS                                              8         4       100
      Rogers Retail                                    3         3         -
                                               ------------------------------
    Total additions to PP&E                     $    115  $    128       (10)
    -------------------------------------------------------------------------

    (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 months ended March 31, 2009, costs incurred relate to
        the integration of Futureway and Aurora Cable, and the closure of
        certain Rogers Retail stores. In the three months ended March 31,
        2008, costs incurred relate to the integration of Futureway and Call-
        Net, the restructuring of RBS, and the closure of certain Rogers
        Retail stores.


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

    CABLE OPERATIONS

    Summarized Financial Results

    -------------------------------------------------------------------------
                                                 Three months ended March 31,
                                               ------------------------------
    (In millions of dollars, except margin)         2009      2008     % Chg
    -------------------------------------------------------------------------

    Operating revenue
      Core Cable                                $    428  $    403         6
      Internet                                       186       166        12
      Rogers Home Phone                              129       126         2
                                               ------------------------------
    Total Cable Operations operating revenue         743       695         7
                                               ------------------------------

    Operating expenses before the undernoted
      Sales and marketing expenses                    55        64       (14)
      Operating, general and administrative
       expenses                                      380       348         9
                                               ------------------------------
                                                     435       412         6
                                               ------------------------------
    Adjusted operating profit(1)                     308       283         9
    Stock-based compensation recovery(2)              23        31       (26)
    Integration and restructuring expenses(3)         (1)        -       n/m
                                               ------------------------------
    Operating profit(1)                         $    330  $    314         5
                                               ------------------------------
                                               ------------------------------

    Adjusted operating profit margin(1)            41.5%     40.7%
    -------------------------------------------------------------------------

    (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 the integration of Futureway and Aurora
        Cable.


    Summarized Subscriber Results

    -------------------------------------------------------------------------
                                                 Three months ended March 31,
                                               ------------------------------
    (Subscriber statistics in thousands)            2009      2008       Chg
    -------------------------------------------------------------------------

    Cable homes passed(1)                          3,560     3,597       (37)

    Basic Cable
      Net losses                                      (8)        -        (8)
      Total Basic Cable subscribers(2)             2,312     2,295        17

    Cable High-speed Internet
      Net additions(3)                                11        39       (28)
      Total Internet subscribers
       (residential)(2)(3)                         1,582     1,491        91

    Digital Cable
      Terminals, net additions                        78       103       (25)
      Total terminals in service(2)                2,361     1,974       387
      Households, net additions                       35        49       (14)
      Total households(2)                          1,585     1,402       183

    Cable telephony lines
      Net additions and migrations(4)                 17        46       (29)
      Total Cable telephony lines(2)                 857       702       155

    Cable Revenue Generating Units ("RGUs")(5)
      Net additions                                   55       134       (79)
      Total RGUs                                   6,336     5,890       446
    -------------------------------------------------------------------------

    Circuit-switched lines
      Net losses and migrations(4)                   (23)      (14)       (9)
      Total circuit-switched lines                   192       320      (128)
    -------------------------------------------------------------------------

    (1) Since March 31, 2008, a change in subscriber reporting resulted in a
        cumulative decrease to cable homes passed of approximately 157,000.
    (2) 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.
    (3) Cable high-speed Internet subscriber base excludes ADSL subscribers
        of 9,000 and 19,000 at March 31, 2009 and March 31, 2008,
        respectively. In addition, net additions excludes ADSL subscriber
        losses of 2,000 in the three months ended March 31, 2009 and ADSL
        subscriber gains of 2,000 in the three months ended March 31, 2008.
        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 2008.
    (4) Includes approximately 5,000 and 3,000 migrations from circuit-
        switched to cable telephony for the three months ended March 31, 2009
        and 2008, respectively.
    (5) Cable RGUs are comprised of basic cable subscribers, digital cable
        households, Cable high-speed Internet subscribers and residential
        cable telephony lines.
    

    An overall economic recession in Ontario has resulted in lower net
additions of most of our cable products in the first quarter of 2009 compared
to the corresponding period of 2008. The impact of this recession has most
impacted new sales of our Internet and Home Phone products as customers move
residences less and growth in new home construction has slowed significantly,
which historically are two of Cable's largest sources of new product sales.

    Core Cable Revenue

    Within Cable Operations, the increase in Core Cable revenue for the three
months ended March 31, 2009, compared to the corresponding period 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 basic and digital cable services
contributed to the growth in revenue.
    The digital cable subscriber base grew by 13% from March 31, 2008 to
March 31, 2009. Digital penetration now represents approximately 69% of basic
cable households. Increased demand from subscribers for digital content
generally and increasingly for HDTV and personal video recorder ("PVR")
digital set-top box equipment, combined with multi-product marketing campaigns
which package cable television, high-speed Internet and Rogers Home Phone
services, contributed to the growth in the digital subscriber base of 35,000
in the three months ended March 31, 2009. In addition, digital cable
subscriber box additions shifted in mix to a heavier weighting of customer
purchase as opposed to rental in response to promotional activity in the early
part of the quarter.

    Internet (Residential) Revenue

    The year-over-year increase in Internet revenues for the three months
ended March 31, 2009, primarily reflects the 6% increase in the Internet
subscriber base combined with increased ARPU 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,
Internet penetration is approximately 44% of the homes passed by our cable
networks and 68% of our basic cable customer base.
    In addition to the economic impacts 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 revenue growth of Rogers Home Phone for the three months ended March
31, 2009, reflects the year-over-year growth in the cable telephony customer
base, 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
quarter versus the corresponding period of the previous year reflects the
impact of economic recession in Ontario combined with intensified win-back
activities by incumbent telecom providers as Rogers' market share increases.
    The base of cable telephony lines grew 22% from March 31, 2008 to March
31, 2009. At March 31, 2009, cable telephony lines represented 24% of the
homes passed by our cable networks and 37% of basic cable subscribers.
    Cable continues to focus principally on growing its on-net cable
telephony line base, and as part of this on-net focus, 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 17,000 net line additions to cable telephony
during the quarter, approximately 5,000 were migrations of lines from our
circuit-switched platform to our cable telephony platform. Because of the
strategic decision 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 shrinks over time.

    Cable Operations Operating Expenses

    The increase in Cable's operating expenses for the three months ended
March 31, 2009 compared to the corresponding period 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, increases in information technology
costs, and CRTC Part II fees. Partially offsetting these increases was a
reduction in certain other costs resulting from lower volumes of RGU net
additions than in the corresponding period of the prior year and the result of
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; partially offset by the changes
in Cable's operating expenses. As a result, Cable Operations adjusted
operating profit margins increased to 41.5% for the three months ended March
31, 2009, compared to 40.7% in the corresponding period of 2008.
    Cable Operations' base of circuit-switched local telephony customers as
discussed above, 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
192,000 residential customers (of which approximately 25% are within Cable
Operations' footprint), has a dilutive impact on operating profit margins.

    
    ROGERS BUSINESS SOLUTIONS

    Summarized Financial Results

    -------------------------------------------------------------------------
                                                 Three months ended March 31,
                                               ------------------------------
    (In millions of dollars, except margin)         2009      2008     % Chg
    -------------------------------------------------------------------------

    RBS operating revenue                       $    128  $    133        (4)
                                               ------------------------------

    Operating expenses before the undernoted
      Sales and marketing expenses                     6         7       (14)
      Operating, general and administrative
        expenses                                     107       109        (2)
                                               ------------------------------
                                                     113       116        (3)
                                               ------------------------------
    Adjusted operating profit(1)                      15        17       (12)
    Stock-based compensation recovery(2)               1         1         -
    Integration and restructuring expenses(3)          -        (1)      n/m
                                               ------------------------------
    Operating profit(1)                         $     16  $     17        (6)
                                               ------------------------------
                                               ------------------------------

    Adjusted operating profit margin(1)            11.7%     12.8%
    -------------------------------------------------------------------------

    (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 the integration of Call-Net and the
        restructuring of RBS.


    Summarized Subscriber Results

    -------------------------------------------------------------------------
                                                 Three months ended March 31,
                                               ------------------------------
    (Subscriber statistics in thousands)            2009      2008       Chg
    -------------------------------------------------------------------------

    Local line equivalents(1)(2)
      Total local line equivalents                   193       222       (29)

    Broadband data circuits(3)
      Total broadband data circuits                   37        31         6
    -------------------------------------------------------------------------

    (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 modest 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 months ended March
31, 2009, RBS data and local revenues declined modestly, offset partially by
an increase in long-distance revenue compared to the corresponding period 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 were relatively unchanged
compared to the corresponding period of 2008 as a modest increase in carrier
charges was offset by reductions in customer care and engineering costs.
    The reduction in sales and marketing expenses for the three months ended
March 31, 2009, compared to the corresponding period of the prior year,
reflects streamlining initiatives associated with the refocusing of RBS'
business as discussed above.

    RBS Adjusted Operating Profit

    The changes described above resulted in RBS adjusted operating profit of
$15 million for the three months ended March 31, 2009, relatively unchanged
from the $17 million recorded in the corresponding period of 2008.

    
    ROGERS RETAIL

    Summarized Financial Results

    -------------------------------------------------------------------------
                                                 Three months ended March 31,
                                               ------------------------------
    (In millions of dollars, except margin)         2009      2008     % Chg
    -------------------------------------------------------------------------

    Rogers Retail operating revenue             $    102  $    100         2
                                               ------------------------------

    Operating expenses                               101        97         4
                                               ------------------------------
    Adjusted operating profit(1)                       1         3       (67)
    Stock-based compensation recovery(2)               1         1         -
    Integration and restructuring expenses(3)         (3)       (4)      (25)
                                               ------------------------------
    Operating profit (loss)(1)                  $     (1) $      -       n/m
                                               ------------------------------
                                               ------------------------------

    Adjusted operating profit margin(1)             1.0%      3.0%
    -------------------------------------------------------------------------

    (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 months ended March 31, 2009, compared
to the corresponding period 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.

    Rogers Retail Adjusted Operating Profit

    Adjusted operating profit at Rogers Retail was also relatively unchanged
for the three months ended March 31, 2009, compared to the corresponding
period 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 March 31,
                                             --------------------------------
    (In millions of dollars)                        2009      2008     % Chg
    -------------------------------------------------------------------------

    Additions to PP&E
      Customer premise equipment                $     33  $     46       (28)
      Scalable infrastructure                         35        35         -
      Line extensions                                  8         9       (11)
      Upgrades and rebuild                             5         3        67
      Support capital                                 23        28       (18)
                                             --------------------------------
    Total Cable Operations                           104       121       (14)
    RBS                                                8         4       100
    Rogers Retail                                      3         3         -
                                             --------------------------------
                                                $    115  $    128       (10)
    -------------------------------------------------------------------------
    

    The decline in Cable Operations PP&E additions for the three months ended
March 31, 2009 compared to the corresponding period in 2008 resulted primarily
from lower spending on customer premise equipment as a result of lower RGU
additions during the period combined with the utilization during the quarter
of inventory which was purchased late in the fourth quarter of 2008.
    The increase in RBS PP&E additions for the three months ended March 31,
2009, compared to the corresponding period 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 March 31,
                                               ------------------------------
    (In millions of dollars, except margin)    2009(1)(2)     2008     % Chg
    -------------------------------------------------------------------------

    Operating revenue                           $    284  $    307        (7)
                                               ------------------------------

    Operating expenses before the undernoted         294       305        (4)
                                               ------------------------------
    Adjusted operating profit (loss)(3)              (10)        2       n/m
    Stock-based compensation recovery(4)              16        20       (20)
                                               ------------------------------
    Operating profit(5)                         $      6  $     22       (73)
                                               ------------------------------
                                               ------------------------------

    Adjusted operating profit (loss) margin(3)     (3.5%)     0.7%

    Additions to property, plant and
     equipment(3)                               $     14  $     21       (33)
    -------------------------------------------------------------------------

    (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".
    

    Media Revenue

    The decrease in Media's revenues for the three months ended March 31,
2009, compared to the corresponding period of 2008, primarily reflects revenue
declines at Publishing, Radio and Television driven by the soft 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, as well as growth at Sports
Entertainment.

    Media Operating Expenses

    The decrease in Media's operating expenses for the three months ended
March 31, 2009, compared to the corresponding period of 2008, primarily
reflects lower variable costs associated with a decline in sales at The
Shopping Channel, lower costs associated with printing at Publishing, and a
focused cost containment program across all of Media's divisions. These
decreases were partially offset by increased programming costs at Sportsnet.

    Media Adjusted Operating Profit

    The decrease in Media's adjusted operating profit for the three months
ended March 31, 2009, compared to the corresponding period 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 months ended March
31, 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 months ended March 31, 2008, a result of the
aforementioned cost containment initiatives.

    
    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 March 31,
                                               ------------------------------
    (In millions of dollars)                        2009      2008     % Chg
    -------------------------------------------------------------------------

    Net income                                  $    309  $    344       (10)
    Income tax expense                               160       170        (6)
    Other income, net                                 (2)       (8)      (75)
    Change in the fair value of derivative
     instruments                                     (10)        4       n/m
    Foreign exchange loss                             29         7       n/m
    Interest on long-term debt                       152       138        10
                                               ------------------------------
    Operating income                                 638       655        (3)
    Depreciation and amortization                    444       440         1
                                               ------------------------------
    Operating profit                               1,082     1,095        (1)
    Stock-based compensation recovery                (81)     (116)      (30)
    Integration and restructuring expenses             4         5       (20)
                                               ------------------------------
    Adjusted operating profit                   $  1,005  $    984         2
    -------------------------------------------------------------------------
    

    Net Income and Net Income Per Share

    We recorded net income of $309 million for the three months ended March
31, 2009, or basic and diluted net income per share of $0.49, compared to net
income of $344 million, or basic and diluted net income per share of $0.54 in
the corresponding period in 2008.

    Income Tax Expense

    Due to our non-capital loss carryforwards, our income tax expense for the
three month periods ended March 31, 2009 and March 31, 2008 substantially
represents non-cash income taxes. Our effective tax rates for the three months
ended March 31, 2009 and March 31, 2008 were 34.1% and 33.1%, respectively.
These rates were not materially different than the respective statutory tax
rates of 32.2% and 32.7%.

    Change in Fair Value of Derivative Instruments

    The change in the fair value of derivative instruments in the three
months ended March 31, 2009 was primarily the result of the changes in the
value of the Canadian dollar relative to that of the U.S. dollar related to
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. 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 Loss

    During the three months ended March 31, 2009, the Canadian dollar
weakened by 3.56 cents versus the U.S. dollar resulting in a foreign exchange
loss of $29 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 3.98
cents versus the U.S. dollar and resulted in a foreign exchange loss of $7
million during the three months ended March 31, 2008.

    Interest on Long-Term Debt

    The increase in interest expense for the three months ended March 31,
2009, compared to the corresponding period of 2008, is primarily due to the
$1.0 billion net increase in long-term debt at March 31, 2009 compared to
March 31, 2008, including the impact of Derivatives, partially offset by a
slightly lower weighted average interest rate on long-term debt at March 31,
2009 compared to March 31, 2008. The net increase in our long-term debt at
March 31, 2009 compared to March 31, 2008 was largely due to the payment of an
aggregate $1.0 billion in the third quarter of 2008 for the acquisition of
spectrum licences in the AWS spectrum auction.

    Operating Income

    The decrease in operating income in the three months ended March 31,
2009, compared to the corresponding period of 2008, reflects the growth in
expenses, of $155 million exceeding the growth in revenue of $138 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
months ended March 31, 2009, compared to the corresponding period 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
                                                       (Recovery) Expense
                                                     Included in Operating,
                                                          General and
                                                    Administrative Expenses
    -------------------------------------------------------------------------
                                                 Three months ended March 31,
                                               ------------------------------
    (In millions of dollars)                         2009           2008
    -------------------------------------------------------------------------

    Wireless                                    $         (10) $         (10)
    Cable                                                 (25)           (33)
    Media                                                 (16)           (20)
    Corporate                                             (30)           (53)
                                               ------------------------------
                                                $         (81) $        (116)
    -------------------------------------------------------------------------
    

    At March 31, 2009, we had a liability of $179 million (March 31, 2008 -
$359 million) related to stock-based compensation recorded at its intrinsic
value, including stock options, restricted share units and deferred share
units. In the three months ended March 31, 2009 and March 31, 2008, $19
million and $21 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.

    Integration and Restructuring Expenses

    During the three months ended March 31, 2009, we incurred $4 million of
restructuring expenses related to the closure of certain retail stores and the
integration of previously acquired businesses and related restructuring.

    Adjusted Operating Profit

    As discussed above, Wireless and Cable both contributed to the increase
in adjusted operating profit for the three months ended March 31, 2009
compared to the three months ended March 31, 2008, which was partially offset
by the decrease in Media's adjusted operating profit. Wireless' quarterly
adjusted operating profit was reduced as a result of the significant costs
associated with the heavy sales volumes of subsidized smartphone devices as
discussed above, while Media's quarterly adjusted operating profit reflects
the declines in advertising sales and consumer discretionary purchases amidst
the economic recession. For discussions of the results of operations of each
of these segments, refer to the respective segment sections above.
    Consolidated adjusted operating profit for the three months ended March
31, 2009 and March 31, 2008, respectively, excludes: (i) stock-based
compensation recovery of $81 million and $116 million; and (ii) integration
and restructuring expenses of $4 million and $5 million.
    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
    

    For the three months ended March 31, 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, increased to $887 million
from $869 million in the corresponding period of 2008. The $18 million
increase is primarily the result of a $21 million increase in adjusted
operating profit.
    Taking into account the changes in non-cash working capital items for the
three months ended March 31, 2009, cash generated from operations was $693
million, compared to $699 million in the corresponding period of 2008.

    Net funds used during the three months ended March 31, 2009 totalled
approximately $769 million, the details of which include the following:

    
    -   Additions to PP&E of $490 million, including $131 million of related
        changes in non-cash working capital;

    -   Net repayments under our bank credit facility aggregating
        $70 million;

    -   The payment of quarterly dividends of $159 million on our Class A
        Voting and Class B Non-Voting shares; and

    -   Payments for program rights and other investments aggregating
        $50 million.
    

    Taking into account the cash deficiency of $19 million at the beginning
of the period and the uses of funds described above, the cash deficiency at
March 31, 2009 was $95 million.

    Financing

    Our long-term debt instruments are described in Note 14 to the 2008
Annual Audited Consolidated Financial Statements and Note 5 to the Unaudited
Interim Consolidated Financial Statements for the three months ended March 31,
2009.
    As mentioned above, during the three months ended March 31, 2009, an
aggregate $70 million net repayment was made under our bank credit facility,
leaving approximately $1.8 billion available for drawdown under our $2.4
billion bank credit facility.

    Normal Course Issuer Bid

    In February 2009, Rogers filed a normal course issuer bid ("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. During the three months ended March 31, 2009,
no shares were repurchased. The number of Class B Non-Voting shares to be
purchased under the NCIB, if any, and the timing of such purchases will be
determined by RCI considering market conditions, stock prices, its cash
position, and other factors.

    
    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 months ended March 31, 2009, there was no change in our
U.S. dollar-denominated debt or in our Derivatives. On March 31, 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,                       March 31,     December 31,
     except percentages)                               2009             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    $8,327    Cdn    $8,383
    Total long-term debt at fixed rates       Cdn    $7,812    Cdn    $7,798
    Percent of long-term debt fixed                   93.8%            93.0%

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

    Weighted average interest rate
     on long-term debt                                7.27%            7.29%

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

    (1) Pursuant to the requirements for hedge accounting under Canadian
        Institute of Chartered Accountants ("CICA") Handbook Section 3865,
        Hedges, on March 31, 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
March 31, 2009 versus the unadjusted risk-free mark-to-market value of
Derivatives is illustrated in the table below. As at March 31, 2009, the
credit-adjusted estimated net asset value of Rogers' Derivatives portfolio was
$95 million, which is $79 million less than the unadjusted risk-free
mark-to-market net asset value.

    
    -------------------------------------------------------------------------
                                                     Derivatives
                                         Derivatives        in a   Net asset
                                         in an asset   liability  (liability)
                                            position    position    position
    (In millions of dollars)                      (A)         (B)     (A + B)
    -------------------------------------------------------------------------
    Mark-to-market value - risk
     free analysis                        $      695  $     (521) $      174
    -------------------------------------------------------------------------
    Mark-to-market value - credit-
     adjusted estimate (carrying value)   $      592  $     (497) $       95
    -------------------------------------------------------------------------
    Difference                            $     (103) $       24  $      (79)
    -------------------------------------------------------------------------

    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, calculated
as follows:

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

    Long-term debt(1)                                $    8,647   $    8,507
    Net derivative liabilities (assets) at
     the risk-free analytical value(1)               $     (174)  $      144
    -------------------------------------------------------------------------
    Total                                            $    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. 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 or
financial position reported under Canadian and U.S. GAAP.

    Outstanding Share Data

    Set out below is our outstanding share data as at March 31, 2009. 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 months ended March 31, 2009.

    
    -------------------------------------------------------------------------
                                                              March 31, 2009
    -------------------------------------------------------------------------

    Common Shares Outstanding(1)

    Class A Voting                                               112,462,014
    Class B Non-Voting                                           523,452,687
    -------------------------------------------------------------------------

    Options to purchase Class B Non-Voting shares

    Outstanding options                                           16,033,938
    Outstanding options exercisable                               10,663,965
    -------------------------------------------------------------------------

    (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 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.
    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.

    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.

    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 December 31, 2008 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.

    
    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.
Hearings are scheduled to continue through the spring.

    
    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 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.

    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:

    Over-the-Air Television Station Licence Renewals

    As of March 31, 2009, the CRTC is considering the appropriate level of
Cable's contribution to the new LPIF; any increase to the 1% of gross BDU
revenue levy will increase Rogers' costs. See Over-the-Air Television Station
Licence Renewal 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 enforcement of the legislation
is unknown but is not anticipated prior to 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.

    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 months
ended March 31, 2009 and March 31, 2008, total amounts paid by us to these
related parties, directly or indirectly, were $4 million and less than $1
million, respectively.
    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 three months ended March 31, 2009 and March 31,
2008 were less than $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 months ended March 31,
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

    International Financial Reporting Standards ("IFRS")
    

    In 2006, the Canadian Accounting Standards Board ("AcSB") published a
strategic plan that significantly affects financial reporting requirements for
Canadian public 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 interim 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 and
our conversion plan includes training for all other employees who will be
impacted by our conversion to IFRS.
    Although we have completed preliminary assessments of accounting and
reporting differences, impacts on systems and processes and other areas of the
business, we have not yet finalized these assessments. As we finalize our
determination of the significant impacts on our financial reporting, including
on our Key Performance Indicators, 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
Standards Board ("IASB") will also continue to issue new accounting standards
during the conversion period and, as a result, the final impact of IFRS on the
Company's consolidated financial statements will only be measured once all the
IFRS applicable at the conversion date are known.

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

    CONTROLS AND PROCEDURES

    There have been no changes in our internal controls over financial
reporting during the first 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 FINANCIAL AND OPERATING GUIDANCE

    At this early point in the year we have no specific revisions to the 2009
annual financial and operating guidance ranges which we provided on February
18, 2009. See the section entitled "Caution Regarding Forward-Looking
Statements, Risks and Assumptions" below.

    
    SUPPLEMENTARY INFORMATION

    Calculations of Wireless Non-GAAP Measures

    -------------------------------------------------------------------------
                                                       Three months ended
    (In millions of dollars, subscribers                    March 31,
     in thousands, except ARPU figures            ---------------------------
     and adjusted operating profit margin)             2009          2008
    -------------------------------------------------------------------------

    Postpaid ARPU (monthly)
      Postpaid (voice and data) revenue            $     1,406   $     1,297
      Divided by: average postpaid wireless
       voice and data subscribers                        6,496         5,959
      Divided by: 3 months for the quarter                   3             3
                                                  ---------------------------
                                                   $     72.15   $     72.55
    -------------------------------------------------------------------------

    Prepaid ARPU (monthly)
      Prepaid (voice and data) revenue             $        67   $        66
      Divided by: average prepaid subscribers            1,479         1,401
      Divided by: 3 months for the quarter                   3             3
                                                  ---------------------------
                                                   $     15.10   $     15.70
    -------------------------------------------------------------------------

    Blended ARPU (monthly)
      Voice and data revenue                       $     1,473   $     1,363
      Divided by: average wireless voice
       and data subscribers                              7,975         7,360
      Divided by: 3 months for the quarter                   3             3
                                                  ---------------------------
                                                   $     61.57   $     61.73
    -------------------------------------------------------------------------

    Adjusted operating profit margin
      Adjusted operating profit                    $       710   $       705
      Divided by network revenue                         1,473         1,363
                                                  ---------------------------
      Adjusted operating profit margin                   48.2%         51.7%
    -------------------------------------------------------------------------

    SUPPLEMENTARY INFORMATION

    Calculations of Cable Non-GAAP Measures

    -------------------------------------------------------------------------
                                                       Three months ended
                                                            March 31,
    (In millions of dollars, except               ---------------------------
     adjusted operating profit margin)                 2009          2008
    -------------------------------------------------------------------------

    Cable Operations adjusted operating
     profit margin:
      Adjusted operating profit                    $       308   $       283
      Divided by revenue                                   743           695
                                                  ---------------------------
    Cable Operations adjusted operating
     profit margin                                       41.5%         40.7%
    -------------------------------------------------------------------------

    RBS adjusted operating profit margin:
      Adjusted operating profit                    $        15   $        17
      Divided by revenue                                   128           133
                                                  ---------------------------
    RBS adjusted operating profit margin                 11.7%         12.8%
    -------------------------------------------------------------------------

    SUPPLEMENTARY INFORMATION

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

    -------------------------------------------------------------------------
                                                       Three months ended
                                                            March 31,
    (In millions of dollars, number of            ---------------------------
     shares outstanding in millions)                   2009          2008
    -------------------------------------------------------------------------

    Operating profit                               $     1,082   $     1,095
    Add (deduct):
      Stock-based compensation recovery                    (81)         (116)
      Integration and restructuring expenses                 4             5
                                                  ---------------------------
    Adjusted operating profit                      $     1,005   $       984
                                                  ---------------------------
                                                  ---------------------------

    Net income                                     $       309   $       344
    Add (deduct):
      Stock-based compensation recovery                    (81)         (116)
      Integration and restructuring expenses                 4             5
    Income tax impact                                       24            37
                                                  ---------------------------
    Adjusted net income                            $       256   $       270
                                                  ---------------------------
                                                  ---------------------------

    Adjusted basic and diluted earnings
     per share:
      Adjusted net income                          $       256   $       270
      Divided by: weighted average number
       of shares outstanding                               636           639
                                                  ---------------------------
    Adjusted basic and diluted
     earnings per share                            $      0.40   $      0.42
    -------------------------------------------------------------------------

    SUPPLEMENTARY INFORMATION

    Quarterly Consolidated Financial Summary


                                 2009                     2008
    -------------------------------------------------------------------------
    (In millions of
     dollars, except
     per share amounts)           Q1        Q1        Q2        Q3        Q4
    -------------------------------------------------------------------------

    Income Statement
    Operating Revenue
      Wireless              $  1,544  $  1,431  $  1,522  $  1,727  $  1,655
      Cable                      968       925       938       961       985
      Media                      284       307       409       386       394
      Corporate and
       eliminations              (49)      (54)      (66)      (92)      (93)
    -------------------------------------------------------------------------
                               2,747     2,609     2,803     2,982     2,941
    -------------------------------------------------------------------------

    Operating profit
     before the undernoted
      Wireless                   710       705       769       693       639
      Cable                      324       303       304       318       313
      Media                      (10)        2        52        43        46
      Corporate and
       eliminations              (19)      (26)      (36)      (29)      (30)
    -------------------------------------------------------------------------
                               1,005       984     1,089     1,025       968
      Stock option plan
       amendment(1)                -         -         -         -         -
      Stock-based
       compensation
       recovery
       (expense)(1)               81       116       (53)       62       (25)
      Integration and
       restructuring
       expenses(2)                (4)       (5)       (3)       (2)      (41)
      Adjustment for CRTC
       Part II fees
       decision(3)                 -         -       (37)        -         -
      Contract
      renegotiation fee(6)         -         -         -         -         -
    -------------------------------------------------------------------------
    Operating profit(4)        1,082     1,095       996     1,085       902
    Depreciation and
     amortization                444       440       420       429       471
    Impairment losses on
     goodwill, intangible
     assets and other
     long-term assets(5)           -         -         -         -       294
    -------------------------------------------------------------------------
    Operating income             638       655       576       656       137
    Interest on
     long-term debt             (152)     (138)     (133)     (147)     (157)
    Other income (expense)       (17)       (3)       11         -       (31)
    Income tax reduction
     (expense)                  (160)     (170)     (153)      (14)      (87)
    -------------------------------------------------------------------------
    Net income (loss) for
     the period             $    309  $    344  $    301  $    495  $   (138)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Net income (loss)
     per share:
      Basic                 $   0.49  $   0.54  $   0.47  $   0.78  $  (0.22)
      Diluted               $   0.49  $   0.54  $   0.47  $   0.78  $  (0.22)

    Additions to property,
     plant and equipment(4) $    359  $    321  $    481  $    436  $    783
    -------------------------------------------------------------------------


                                           2007
    -----------------------------------------------------
    (In millions of
     dollars, except
     per share amounts)           Q2        Q3        Q4
    -----------------------------------------------------

    Income Statement
    Operating Revenue
      Wireless              $  1,364  $  1,442  $  1,466
      Cable                      881       899       923
      Media                      348       339       364
      Corporate and
       eliminations              (66)      (69)      (66)
    -----------------------------------------------------
                               2,527     2,611     2,687
    -----------------------------------------------------

    Operating profit
     before the undernoted
      Wireless                   664       686       658
      Cable                      243       265       265
      Media                       45        46        63
      Corporate and
       eliminations              (22)      (13)      (29)
    -----------------------------------------------------
                                 930       984       957
      Stock option plan
       amendment(1)             (452)        -         -
      Stock-based
       compensation
       recovery
       (expense)(1)              (32)      (11)       (4)
      Integration and
       restructuring
       expenses(2)               (15)       (5)      (17)
      Adjustment for CRTC
       Part II fees
       decision(3)                 -        18         -
      Contract
      renegotiation fee(6)         -         -       (52)
    -----------------------------------------------------
    Operating profit(4)          431       986       884
    Depreciation and
     amortization                398       397       408
    Impairment losses on
     goodwill, intangible
     assets and other
     long-term assets(5)           -         -         -
    -----------------------------------------------------
    Operating income              33       589       476
    Interest on
     long-term debt             (152)     (140)     (138)
    Other income (expense)       (24)      (14)        -
    Income tax reduction
     (expense)                    87      (166)      (84)
    -----------------------------------------------------
    Net income (loss) for
     the period             $    (56) $    269  $    254
    -----------------------------------------------------
    -----------------------------------------------------

    Net income (loss)
     per share:
       Basic                $  (0.09) $   0.42  $   0.40
       Diluted              $  (0.09) $   0.42  $   0.40

    Additions to property,
     plant and equipment(4) $    381  $    397  $    624
    -----------------------------------------------------

    (1) The introduction of a cash settlement feature for employee stock
        options resulted in a one-time non-cash pre-tax charge upon adoption
        of $452 million in the second quarter of 2007.
    (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. See the section entitled "Government Regulation and
        Regulatory Developments".
    (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        Q1        Q2        Q3        Q4
    -------------------------------------------------------------------------

    Income Statement
    Operating Revenue
      Wireless              $  1,544  $  1,431  $  1,522  $  1,727  $  1,655
      Cable                      968       925       938       961       985
      Media                      284       307       409       386       394
      Corporate and
       eliminations              (49)      (54)      (66)      (92)      (93)
    -------------------------------------------------------------------------
                               2,747     2,609     2,803     2,982     2,941
    -------------------------------------------------------------------------

    Adjusted operating
     profit(2)
      Wireless                   710       705       769       693       639
      Cable                      324       303       304       318       313
      Media                      (10)        2        52        43        46
      Corporate and
       eliminations              (19)      (26)      (36)      (29)      (30)
    -------------------------------------------------------------------------
                               1,005       984     1,089     1,025       968
    Depreciation and
     amortization                444       440       420       429       471
    -------------------------------------------------------------------------
    Adjusted operating
     income                      561       544       669       596       497
    Interest on
     long-term debt             (152)     (138)     (133)     (147)     (157)
    Other income (expense)       (17)       (3)       11        16       (31)
    Income tax reduction
     (expense)                  (136)     (133)     (183)        -      (145)
    -------------------------------------------------------------------------
    Adjusted net income
     for the period         $    256  $    270  $    364  $    465  $    164
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Adjusted net income
     (loss) per share:
      Basic                 $   0.40  $   0.42  $   0.57  $   0.73  $   0.26
      Diluted               $   0.40  $   0.42  $   0.57  $   0.73  $   0.26

    Additions to property,
     plant and equipment(2) $    359  $    321  $    481  $    436  $    783
    -------------------------------------------------------------------------


                                           2007
    -----------------------------------------------------
    (In millions of
     dollars, except
     per share amounts)           Q2        Q3        Q4
    -----------------------------------------------------

    Income Statement
    Operating Revenue
      Wireless              $  1,364  $  1,442  $  1,466
      Cable                      881       899       923
      Media                      348       339       364
      Corporate and
       eliminations              (66)      (69)      (66)
    -----------------------------------------------------
                               2,527     2,611     2,687
    -----------------------------------------------------

    Adjusted operating
     profit(2)
      Wireless                   664       686       658
      Cable                      243       265       265
      Media                       45        46        63
      Corporate and
       eliminations              (22)      (13)      (29)
    -----------------------------------------------------
                                 930       984       957
    Depreciation and
     amortization                398       397       408
    -----------------------------------------------------
    Adjusted operating
     income                      532       587       549
    Interest on
     long-term debt             (152)     (140)     (138)
    Other income (expense)        23       (14)        -
    Income tax reduction
     (expense)                  (104)     (165)     (109)
    -----------------------------------------------------
    Adjusted net income
     for the period         $    299  $    268  $    302

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

    Adjusted net income
     (loss) per share:
      Basic                 $   0.47  $   0.42  $   0.47
      Diluted               $   0.47  $   0.41  $   0.47

    Additions to property,
     plant and equipment(2) $    381  $    397  $    624
    -----------------------------------------------------

    (1) This quarterly summary has been adjusted to exclude the impact of the
        adoption of a cash settlement feature for employee stock options,
        stock-based compensation (recovery) expense, integration and
        restructuring expenses, adjustments to CRTC Part II fees related to
        prior periods, losses on repayment of long-term debt, 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
                                                                March 31,
                                                           2009         2008
    -------------------------------------------------------------------------

    Operating revenue                                 $   2,747    $   2,609

    Operating expenses:
      Cost of sales                                         310          228
      Sales and marketing                                   281          299
      Operating, general and administrative               1,070          982
      Integration and restructuring                           4            5
      Depreciation and amortization                         444          440
    -------------------------------------------------------------------------

    Operating income                                        638          655

    Interest on long-term debt                             (152)        (138)
    Foreign exchange loss                                   (29)          (7)
    Change in fair value of derivative instruments           10           (4)
    Other income, net                                         2            8
    -------------------------------------------------------------------------

    Income before income taxes                              469          514
    -------------------------------------------------------------------------

    Income tax expense:
      Current                                                 -            2
      Future                                                160          168
      -----------------------------------------------------------------------
                                                            160          170
    -------------------------------------------------------------------------
    Net income for the period                         $     309    $     344
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Basic and diluted net income per share            $    0.49    $    0.54
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



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

    -------------------------------------------------------------------------
                                                       March 31, December 31,
                                                           2009         2008
    -------------------------------------------------------------------------
                                                                   (Restated,
                                                                   note 1(a))
    Assets

    Current assets:
      Accounts receivable                             $   1,157    $   1,403
      Other current assets                                  502          442
      Current portion of derivative instruments              31            -
      Future income tax assets                              294          451
      -----------------------------------------------------------------------
                                                          1,984        2,296
    Property, plant and equipment                         7,883        7,898
    Goodwill                                              3,012        3,024
    Intangible assets                                     2,706        2,761
    Investments                                             327          343
    Derivative instruments                                  561          507
    Other long-term assets                                  248          253
    -------------------------------------------------------------------------
                                                      $  16,721    $  17,082
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Liabilities and Shareholders' Equity

    Current liabilities:
      Bank advances, arising from outstanding
       cheques                                        $      95    $      19
      Accounts payable and accrued liabilities            1,792        2,412
      Current portion of long-term debt                       1            1
      Current portion of derivative instruments              34           45
      Unearned revenue                                      305          239
      -----------------------------------------------------------------------
                                                          2,227        2,716

    Long-term debt                                        8,646        8,506
    Derivative instruments                                  463          616
    Other long-term liabilities                             157          184
    Future income tax liabilities                           373          344
    -------------------------------------------------------------------------
                                                         11,866       12,366

    Shareholders' equity                                  4,855        4,716
    -------------------------------------------------------------------------
                                                      $  16,721    $  17,082
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



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

    Three months ended March 31, 2009

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

                                      Class A                  Class B
                                   Voting shares         Non-Voting shares
                              ----------------------- -----------------------
                                           Number of               Number of
                                  Amount      shares      Amount      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          23
    Dividends declared                 -           -           -           -
    Other comprehensive income         -           -           -           -
    -------------------------------------------------------------------------
    Balances, March 31, 2009  $       72     112,462  $      489     523,453
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
                                                     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          -         309           -         309
    Shares issued on exercise
     of stock options                  -           -           -           1
    Dividends declared                 -        (184)          -        (184)
    Other comprehensive income         -           -          13          13
    -------------------------------------------------------------------------
    Balances, March 31, 2009  $    3,560  $      816  $      (82) $    4,855
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Three months ended March 31, 2008

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

                                      Class A                  Class B
                                   Voting shares         Non-Voting shares
                              ----------------------- -----------------------
                                           Number of               Number of
                                  Amount      shares      Amount      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                  -           -           3          57
    Dividends declared                 -           -           -           -
    Other comprehensive loss           -           -           -           -
    -------------------------------------------------------------------------
    Balances, March 31, 2008  $       72     112,462  $      474     527,062
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
                                                     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          -         344           -         344
    Shares issued on exercise
     of stock options                  -           -           -           3
    Dividends declared                 -        (159)          -        (159)
    Other comprehensive loss           -           -        (106)       (106)
    -------------------------------------------------------------------------
    Balances, March 31, 2008  $    3,689  $      516  $      (56) $    4,695
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



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

    -------------------------------------------------------------------------
                                                          Three months ended
                                                               March 31,
                                                           2009         2008
    -------------------------------------------------------------------------

    Net income for the period                         $     309    $     344
    Other comprehensive income (loss):
      Change in fair value of available-for-sale
       investments:
        Decrease in fair value                              (22)        (111)
        ---------------------------------------------------------------------

      Cash flow hedging derivative instruments:
        Change in fair value of derivative
         instruments                                        240          151
        Reclassification to net income of foreign
         exchange loss on long-term debt                   (185)        (167)
        Reclassification to net income of
         accrued interest                                     4           35
        ---------------------------------------------------------------------
                                                             59           19
      -----------------------------------------------------------------------
                                                             37          (92)
      Related income taxes                                  (24)         (14)
      -----------------------------------------------------------------------
                                                             13         (106)
    -------------------------------------------------------------------------
    Comprehensive income for the period               $     322    $     238
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



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

    -------------------------------------------------------------------------
                                                          Three months ended
                                                               March 31,
                                                           2009         2008
    -------------------------------------------------------------------------

    Cash provided by (used in):

    Operating activities:
      Net income for the period                       $     309    $     344
      Adjustments to reconcile net income to
       cash flows from operating activities:
        Depreciation and amortization                       444          440
        Program rights and Rogers Retail
         rental amortization                                 40           35
        Future income taxes                                 160          168
        Unrealized foreign exchange loss                     27            -
        Change in the value of derivative
         instruments                                        (10)           4
        Stock-based compensation recovery                   (81)        (116)
        Amortization on fair value increment
         of long-term debt                                   (1)          (1)
        Other                                                (1)          (5)
      -----------------------------------------------------------------------
                                                            887          869
      Change in non-cash operating working
       capital items                                       (194)        (170)
      -----------------------------------------------------------------------
                                                            693          699
    -------------------------------------------------------------------------

    Investing activities:
      Additions to property, plant and equipment
       ("PP&E")                                            (359)        (321)
      Change in non-cash working capital items
       related to PP&E                                     (131)         (82)
      Acquisitions, net of cash and cash
       equivalents acquired                                   -           (7)
      Additions to program rights                           (44)         (36)
      Deposits paid on acquisition                            -          (16)
      Other                                                  (6)           2
      -----------------------------------------------------------------------
                                                           (540)        (460)
    -------------------------------------------------------------------------

    Financing activities:
      Issuance of long-term debt                            365          250
      Repayment of long-term debt                          (435)        (415)
      Dividends paid                                       (159)         (80)
      -----------------------------------------------------------------------
                                                           (229)        (245)
    -------------------------------------------------------------------------
    Decrease in cash and cash equivalents                   (76)          (6)
    Cash deficiency, beginning of period                    (19)         (61)
    -------------------------------------------------------------------------
    Cash deficiency, end of period                    $     (95)   $     (67)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Supplemental cash flow information:
      Interest paid                                   $     153    $     104
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    The change in non-cash operating working
     capital items is as follows:
      Decrease in accounts receivable                 $     246    $     118
      Increase in other assets                              (74)         (90)
      Decrease in accounts payable and
       accrued liabilities                                 (432)        (225)
      Increase in unearned revenue                           66           27
    -------------------------------------------------------------------------
                                                      $    (194)   $    (170)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

    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 first 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 8:00 a.m. ET today, April
29, 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.





For further information:

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


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