EX-99.1 2 ex991.htm NEWS RELEASE DATED OCTOBER 27, 2009 - THIRD QUARTER RESULTS ex991.htm
Exhibit 99.1
News release via Canada NewsWire, Toronto 416-863-9350

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

	    <<
	     Third Quarter Adjusted Operating Profit up 15% as Revenue Grows to
	                               Over $3 Billion;

	     Wireless Network and Cable Operations Revenue Both up by 7% Helping
	     Drive Adjusted Operating Profit Growth of 22% and 8%, Respectively;

	       Wireless Delivers Strong Subscriber Growth and Reduced Postpaid
	         Churn While Wireless Data Revenue Growth Accelerates to 46%;

	     Cable Drives Continued Margin Expansion and Healthy Growth in Cash
	                      Flow on Slower Subscriber Growth;

	    Advertising and The Shopping Channel Sales Declines at Media Begin to
	     Moderate While Sportsnet Delivers Double-Digit Revenue and Adjusted
	                           Operating Profit Growth;

	        $592 Million of Cash Returned to Shareholders during Quarter with
	                         Share Buybacks and Dividends
	    >>

	    TORONTO, Oct. 27 /CNW/ - Rogers Communications Inc. today announced its
consolidated financial and operating results for the three and nine months
ended September 30, 2009.

	    Financial highlights are as follows:


	    <<
	    -------------------------------------------------------------------------
	                                Three months ended       Nine months ended
	    (In millions of                September 30,            September 30,
	     dollars, except        -------------------------------------------------
	     per share amounts)       2009     2008   % Chg    2009     2008   % Chg
	    -------------------------------------------------------------------------
	    Operating revenue       $ 3,036  $ 2,982      2  $ 8,674  $ 8,394      3
	    Operating profit(1)       1,152    1,085      6    3,267    3,176      3
	    Net income                  485      495     (2)   1,168    1,140      2
	    Basic and diluted net
	     income per share       $  0.79  $  0.78      1  $  1.86  $  1.79      4

	    As adjusted:(2)
	      Operating
	       profit(1)            $ 1,181  $ 1,025     15  $ 3,269  $ 3,092      6
	      Net income                505      465      9    1,173    1,096      7
	      Basic and diluted
	       net income
	       per share            $  0.82  $  0.73     12  $  1.87  $  1.72      9

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

	    (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; (iii) contract termination
	        fee; (iv) adjustment for CRTC Part II fees decision; and (v) in
	        respect of net income and net income per share, debt issuance costs
	        and the related income tax impact of the above amounts.
	    >>

	    Highlights of the third quarter of 2009 include the following:

	    <<
	    -   Generated 7% revenue growth at both Wireless network and Cable
	        Operations, offset partially by lower wireless equipment sales and
	        advertising sales declines at Media, resulting in consolidated
	        quarterly revenue growth of 2%. Wireless and Cable Operations
	        adjusted operating profit increased by 22% and 8%, respectively,
	        partially offset by the declines at Media, RBS and Retail.

	    -   Wireless network revenue growth was fuelled by postpaid net
	        subscriber additions of 167,000 and data revenue growth of 46%. Data
	        revenue now comprises 23% of network revenue and was helped by the
	        activation of more than 370,000 additional smartphone devices,
	        predominantly iPhone, BlackBerry and Android devices, during the
	        quarter of which approximately 45% were to subscribers new to
	        Wireless. Subscribers with smartphones now represent approximately
	        28% of the overall postpaid subscriber base, up from 15% from the
	        same quarter last year, and generate significantly higher than
	        average ARPU. The growth in subscribers and data revenues was
	        partially offset by economic pressures on roaming, long-distance and
	        other usage based revenue items.

	    -   Wireless announced the commercial availability of Rogers' next
	        generation high-speed HSPA+ network in Vancouver, Calgary, Toronto,
	        Ottawa and Montreal, clocking in at maximum speeds of 21 Mbps. The
	        majority of Canadians can now access the fastest wireless speeds in
	        North America with Rogers' new 21 Mbps HSPA+ Rocket Mobile Internet
	        Stick.

	    -   Wireless announced it had entered into a shared 3.5G HSPA wireless
	        network building agreement with MTS Allstream in the province of
	        Manitoba to cost effectively increase Wireless' mobile coverage in
	        the province. Wireless has also established a roaming agreement with
	        MTS under which their HSPA customers can roam on Rogers' national
	        network outside of Manitoba.

	    -   Additions of digital cable, Internet, and home phone subscribers at
	        Cable all improved sequentially from the previous quarter, but have
	        slowed from the previous year reflecting the negative economic and
	        employment trends in Ontario where 90% of Cable's market is
	        concentrated. Increasing levels of product maturity have also
	        contributed to slowing subscriber growth with Internet subscriber
	        penetration at 70% of basic cable customers, digital penetration at
	        71% of basic cable households, and residential voice-over-cable
	        telephony penetration at 40% of basic cable subscribers.

	    -   Cable enhanced its position in the small business market with the
	        launch of innovative business-grade communications services designed
	        specifically for the Canadian SME segment providing multi-line small
	        businesses with access to a suite of leading-edge telephony solutions
	        including line hunting and simultaneous ringing.

	    -   Cable began the launch of its new 50Mbps DOCSIS 3 high-speed Internet
	        service, the fastest residential Internet access service available in
	        the market.

	    -   Media announced it received 29 Gemini nominations for homegrown
	        Canadian programming broadcast on its Citytv and Outdoor Life Network
	        television properties.

	    -   Announced a more streamlined organizational structure focused on
	        creating a more consistent and enhanced customer experience with the
	        further integration of our Cable and Wireless businesses to
	        accelerate time to market, further drive innovation and continue to
	        deliver sector leading growth by improving the Company's
	        effectiveness and efficiency.

	    -   Repurchased 13.9 million RCI Class B Non-Voting shares for
	        $408 million during the quarter under our expanded $1.5 billion share
	        buyback program and paid dividends on our common shares totalling
	        $184 million.
	    >>

	    "Our third quarter results represent a healthy balance of growth, cost
control and margin expansion, and double-digit increases in cash flow
generation and cash returns to shareholders" said Nadir Mohamed, President and
Chief Executive Officer. "We also further solidified our network leadership
positions with the launch of our innovative HSPA+ 21 Mbps wireless data and
50Mbps DOCSIS 3 high speed Internet services, both the fastest available in
our markets."
	    "Importantly, the results of the quarter reflect record high growth in
our wireless data revenues which contributed significantly to the strong
double-digit adjusted operating profit growth and margin expansion at Wireless
and which reflects the success of the investments we've made over the past
several quarters bringing smartphones to market," continued Mohamed.
	    This management's discussion and analysis ("MD&A"), which is current as
of October 26, 2009, should be read in conjunction with our Third Quarter 2009
Interim Unaudited Consolidated Financial Statements and Notes thereto, our
2008 Annual MD&A and our 2008 Annual Audited Consolidated Financial Statements
and Notes thereto. The financial information presented herein has been
prepared on the basis of Canadian generally accepted accounting principles
("GAAP") for interim financial statements and is expressed in Canadian
dollars. Please refer to Note 25 of our 2008 Annual Audited Consolidated
Financial Statements for a summary of the differences between Canadian GAAP
and United States ("U.S.") GAAP for the year ended December 31, 2008.
	    In this MD&A, the terms "we", "us", "our", "Rogers" and "the Company"
refer to Rogers Communications Inc. and our subsidiaries, which are reported
in the following segments:

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

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

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

	    "RCI" refers to the legal entity Rogers Communications Inc., excluding
our subsidiaries.
	    Substantially all of our operations are in Canada.
	    Throughout this MD&A, percentage changes are calculated using numbers
rounded as they appear.

	    SUMMARIZED CONSOLIDATED FINANCIAL RESULTS


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

	    Operating revenue
	      Wireless              $ 1,760  $ 1,727      2  $ 4,920  $ 4,680      5
	      Cable
	        Cable Operations        773      724      7    2,279    2,137      7
	        RBS                     126      131     (4)     379      394     (4)
	        Rogers Retail            97      108    (10)     289      300     (4)
	        Corporate items
	         and eliminations        (7)      (2)   n/m      (18)      (7)   157
	                            -------------------------------------------------
	                                989      961      3    2,929    2,824      4
	      Media                     364      386     (6)   1,014    1,102     (8)
	      Corporate items
	       and eliminations         (77)     (92)   (16)    (189)    (212)   (11)
	                            -------------------------------------------------
	    Total                     3,036    2,982      2    8,674    8,394      3
	                            -------------------------------------------------
	                            -------------------------------------------------

	    Adjusted operating
	     profit (loss)(1)
	      Wireless                  846      693     22    2,298    2,167      6
	      Cable
	        Cable Operations        325      302      8      962      873     10
	        RBS                       8       12    (33)      30       45    (33)
	        Rogers Retail            (4)       4    n/m       (7)       2    n/m
	                            -------------------------------------------------
	                                329      318      3      985      920      7
	        Media                    36       43    (16)      63       96    (34)
	        Corporate items
	         and eliminations       (30)     (29)     3      (77)     (91)   (15)
	                            -------------------------------------------------
	    Adjusted operating
	     profit(1)                1,181    1,025     15    3,269    3,092      6
	    Stock-based
	     compensation
	     recovery (expense)(2)       (6)      62    n/m       62      125    (50)
	    Integration and
	     restructuring
	     expenses(3)                (11)      (2)   n/m      (52)     (10)   n/m
	    Contract termination
	     fee(4)                     (12)       -    n/m      (12)       -    n/m
	    Adjustment for CRTC
	     Part II fees
	     decision(5)                  -        -    n/m        -      (31)   n/m
	                            -------------------------------------------------
	    Operating profit(1)       1,152    1,085      6    3,267    3,176      3
	    Other income and
	     expense, net(6)            667      590     13    2,099    2,036      3
	                            -------------------------------------------------
	    Net income              $   485  $   495     (2) $ 1,168  $ 1,140      2
	                            -------------------------------------------------
	                            -------------------------------------------------

	    Basic and diluted
	     net income per share   $  0.79  $  0.78      1  $  1.86  $  1.79      4

	    As adjusted:(1)
	      Net income            $   505  $   465      9  $ 1,173  $ 1,096      7
	      Basic and diluted
	       net income
	       per share            $  0.82  $  0.73     12  $  1.87  $  1.72      9

	    Additions to property,
	     plant and equipment
	     ("PP&E")(1)
	      Wireless              $   221  $   205      8  $   599  $   619     (3)
	      Cable
	        Cable Operations        180      187     (4)     440      493    (11)
	        RBS                      10       11     (9)      27       25      8
	        Rogers Retail             3        5    (40)       9       12    (25)
	                            -------------------------------------------------
	                                193      203     (5)     476      530    (10)
	      Media                      11       11      -       41       49    (16)
	      Corporate(7)               66       17    n/m      168       40    n/m
	                            -------------------------------------------------
	    Total                   $   491  $   436     13  $ 1,284  $ 1,238      4
	    -------------------------------------------------------------------------

	    (1) As defined. See the sections entitled "Supplementary Information" and
	        "Key Performance Indicators and Non-GAAP Measures".
	    (2) See the section entitled "Stock-based Compensation".
	    (3) In the three and nine months ended September 30, 2009, costs incurred
	        relate to i) severances resulting from the targeted restructuring of
	        our employee base to combine the Cable and Wireless businesses into a
	        communications organization and to improve our cost structure in
	        light of the current economic conditions; ii) severances and
	        restructuring expenses related to the outsourcing of certain
	        information technology functions; iii) the integration of Futureway
	        Communications Inc. ("Futureway") and Aurora Cable TV Limited
	        ("Aurora Cable"); and iv) the closure of certain Rogers Retail
	        stores. In the three and nine months ended September 30, 2008, costs
	        incurred relate to i) the integration of Futureway and Call-Net
	        Enterprises Inc. ("Call-Net"); ii) the restructuring of Rogers
	        Business Solutions ("RBS"); and iii) the closure of certain Rogers
	        Retail stores.
	    (4) Relates to the termination of a Blue Jays player contract prior to
	        the end of the contract term.
	    (5) Relates to an adjustment in 2008 for CRTC Part II fees related to
	        prior periods.
	    (6) See the section entitled "Reconciliation of Net Income to Operating
	        Profit and Adjusted Operating Profit for the Period".
	    (7) The year-over-year increase in corporate additions to PP&E for the
	        three and nine months ended September 30, 2009 primarily reflects
	        approximately $41 million and $98 million, respectively, of spending
	        on an enterprise-wide billing and business support system initiative.

	    n/m: not meaningful.
	    >>

	    SEGMENT REVIEW

	    <<
	    WIRELESS
	    --------
	    >>

	    Summarized Wireless Financial Results


	    <<
	    -------------------------------------------------------------------------
	                                Three months ended       Nine months ended
	    (In millions of                September 30,            September 30,
	     dollars, except        -------------------------------------------------
	     margin)                  2009     2008   % Chg    2009     2008   % Chg
	    -------------------------------------------------------------------------

	    Operating revenue
	      Postpaid              $ 1,562  $ 1,459      7  $ 4,424  $ 4,130      7
	      Prepaid                    83       78      6      223      215      4
	                            -------------------------------------------------
	      Network revenue         1,645    1,537      7    4,647    4,345      7
	      Equipment sales           115      190    (39)     273      335    (19)
	                            -------------------------------------------------
	    Total operating
	     revenue                  1,760    1,727      2    4,920    4,680      5
	                            -------------------------------------------------

	    Operating expenses
	     before the
	     undernoted
	      Cost of equipment
	       sales                    272      378    (28)     751      679     11
	      Sales and marketing
	       expenses                 155      186    (17)     444      477     (7)
	      Operating, general
	       and administrative
	       expenses                 487      470      4    1,427    1,357      5
	                            -------------------------------------------------
	                                914    1,034    (12)   2,622    2,513      4
	                            -------------------------------------------------
	    Adjusted operating
	     profit(1)                  846      693     22    2,298    2,167      6
	    Stock-based
	     compensation recovery
	     (expense) (2)               (3)       7    n/m        5        9    (44)
	    Integration and
	     restructuring
	     expenses(3)                 (5)       -    n/m      (14)       -    n/m
	                            -------------------------------------------------
	    Operating profit(1)     $   838  $   700     20  $ 2,289  $ 2,176      5
	                            -------------------------------------------------
	                            -------------------------------------------------

	    Adjusted operating
	     profit margin as % of
	     network revenue(1)       51.4%    45.1%           49.5%    49.9%

	    Additions to PP&E(1)    $   221  $   205      8  $   599  $   619     (3)

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

	    (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 combining the Cable and Wireless businesses
	        into a communications organization and to severances and
	        restructuring expenses related to the outsourcing of certain
	        information technology functions.
	    >>

	    Summarized Wireless Subscriber Results


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

	    Postpaid
	      Gross additions           381      396    (15)   1,043      972     71
	      Net additions             167      191    (24)     419      379     40
	      Total postpaid
	       retail subscribers     6,869    6,293    576    6,869    6,293    576
	      Average monthly
	       revenue per user
	       ("ARPU")(1)          $ 76.79  $ 78.60 $(1.81) $ 74.08  $ 75.60 $(1.52)
	      Average monthly
	       usage (minutes)          580      583     (3)     585      586     (1)
	      Monthly churn           1.06%    1.11% (0.05%)   1.05%    1.09% (0.04%)

	    Prepaid
	      Gross additions           171      177     (6)     436      459    (23)
	      Net additions              43       48     (5)       5       26    (21)
	      Total prepaid
	       retail subscribers     1,496    1,451     45    1,496    1,451     45
	      ARPU(1)               $ 18.80  $ 18.23   0.56  $ 16.84  $ 16.91 $(0.06)
	      Monthly churn           2.93%    3.04% (0.11%)   3.27%    3.41% (0.14%)

	    Total Postpaid
	     and Prepaid
	      Gross additions           552      573    (21)   1,479    1,431     48
	      Net additions             210      239    (29)     424      405     19
	      Total postpaid and
	       prepaid retail
	       subscribers            8,365    7,744    621    8,365    7,744    621
	      Monthly churn           1.39%    1.47% (0.08%)   1.45%    1.53% (0.08%)

	    Blended ARPU(1)         $ 66.45  $ 67.30 $(0.85) $ 63.70  $ 64.52 $(0.82)

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

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

	    Wireless Subscribers and Network Revenue

	    While subscriber additions have increased on a year-to-date basis, the
modest year-over-year decrease in subscriber additions for the third quarter
primarily reflects the unusually high number of additions during the third
quarter of 2008 due to the much anticipated Canadian iPhone launch during that
period.
	    The increase in network revenue for the three and nine months ended
September 30, 2009, compared to the corresponding periods of 2008, was driven
predominantly by the continued growth of Wireless' postpaid subscriber base
and the year-over-year growth of wireless data. Year-over-year, blended ARPU
declined by 1.3%, which reflects the impact of declines in roaming and
out-of-plan usage revenues as customers curtail travel and adjust their
wireless usage during the economic recession. These reductions in roaming and
out-of-plan usage caused a decline in the voice component of postpaid ARPU
compared to the corresponding periods of 2008, which was to a large degree
offset by the significant growth in wireless data.
	    For the three and nine months ended September 30, 2009, wireless data
revenue increased by approximately 46% and 42%, respectively, over the
corresponding periods of 2008, to $372 million and $982 million, respectively.
The approximately $59 million increase in wireless data revenues from the
second to the third quarter of 2009 represents by far the largest sequential
increase previously recorded. This growth in wireless data revenue reflects
the continued penetration and growing usage of smartphone and wireless laptop
devices which are driving the use of text messaging and e-mail, wireless
Internet access, and other wireless data services. The increase in wireless
data usage was partially offset by the impact of certain data services price
reductions made during the second and third quarters of 2008. For the three
and nine months ended September 30, 2009, data revenue represented
approximately 23% and 21% of total network revenue, respectively, compared to
17% and 16% in the corresponding periods of 2008.
	    Wireless' success in the continued year-over-year reduction of postpaid
churn reflects targeted customer retention activities and continued
enhancements in network coverage and quality.
	    Wireless activated more than 370,000 smartphone devices, predominately
iPhone 3G, BlackBerry and Android devices, during the three months ended
September 30, 2009. Subscribers with smartphones now represent approximately
28% of the overall postpaid subscriber base as at September 30, 2009, compared
to 15% in the corresponding period of 2008. These subscribers have committed
to new multi-year-term contracts, and in a majority of cases, attached both
voice and monthly data packages which generate considerably above average
ARPU.

	    Wireless Equipment Sales

	    The year-over-year decrease in revenue from equipment sales, including
activation fees and net of equipment subsidies, for the three months ended
September 30, 2009, versus the corresponding period of 2008 reflects the large
number of iPhones activated during that product's launch in the third quarter
of 2008. While quarterly sales of iPhones to new subscribers remained
relatively consistent year-over-year, the activation of existing customers
upgrading to the iPhone declined significantly from the previous year, when
the iPhone was initially introduced, and drove most of the decrease in
equipment sales.

	    Wireless Operating Expenses


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

	    Operating expenses
	      Cost of equipment
	       sales                $   272  $   378    (28) $   751  $   679     11
	      Sales and marketing
	       expenses                 155      186    (17)     444      477     (7)
	      Operating, general
	       and administrative
	       expenses                 487      470      4    1,427    1,357      5
	                            -------------------------------------------------
	    Operating expenses
	     before the undernoted      914    1,034    (12)   2,622    2,513      4
	    Stock-based
	     compensation expense
	     (recovery)(1)                3       (7)   n/m       (5)      (9)   (44)
	    Integration and
	     restructuring
	     expenses(2)                  5        -    n/m       14        -    n/m
	                            -------------------------------------------------
	    Total operating
	     expenses               $   922  $ 1,027    (10) $ 2,631  $ 2,504      5
	    -------------------------------------------------------------------------

	    (1) See the section entitled "Stock-based Compensation".
	    (2) Costs incurred relate to combining the Cable and Wireless businesses
	        into a communications organization and to severances and
	        restructuring expenses related to the outsourcing of certain
	        information technology functions.
	    >>

	    The decrease in equipment sales and cost of equipment sales for the three
months ended September 30, 2009, compared to the corresponding period of 2008,
was primarily the result of the lower volume of upgrades by existing
subscribers to iPhones at higher than average subsidies.
	    Operating, general and administrative expenses, for the third quarter,
excluding retention spending discussed below, were relatively unchanged from
the prior year. Increases in information technology and customer care as a
result of the complexity of supporting more sophisticated devices and services
were predominately offset by savings related to operating and scale
efficiencies across various functions.
	    Total retention spending, including subsidies on handset upgrades, was
$148 million and $435 million in the three and nine months ended September 30,
2009, respectively, compared to $170 million and $359 million in the
corresponding periods of 2008. The retention spending for the three months
ended September 30, 2009 decreased compared to the corresponding period of
2008 as a result of the iPhone launch in the third quarter of 2008 which
resulted in a higher than normal rate of upgrade activity by existing
subscribers for that quarter as discussed above, while heavier retention
activity in the first two quarters of 2009 has driven the increase on a
year-to-date basis.

	    Wireless Adjusted Operating Profit

	    The 22% year-over-year increase in adjusted operating profit and adjusted
operating profit margin of 51.4% on network revenue (which excludes equipment
sales revenue) for the three months ended September 30, 2009 primarily
reflects the increase in network revenue and the decrease in cost of equipment
sales discussed above. The adjusted operating profit margin on network revenue
(which excludes equipment sales revenue) decreased slightly to 49.5% for the
nine months ended September 30, 2009 compared to the 49.9% in the
corresponding period of 2008, primarily as a result of our investment in a
significant number of high ARPU, but high subsidy, smartphone activations.

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

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


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

	    Additions to PP&E
	      High-Speed Packet
	       Access ("HSPA")      $    79  $    57     39  $  244  $    239      2
	      Network - capacity         80       53     51     157       146      8
	      Network - other            31       65    (52)    116       154    (25)
	      Information and
	       technology and
	       other                     31       30      3      82        80      3
	                            -------------------------------------------------
	    Total additions to
	     PP&E                   $   221  $   205      8  $  599  $    619     (3)
	    -------------------------------------------------------------------------
	    >>

	    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 our HSPA network were mainly for the
continued roll-out to various markets across Canada along with upgrades to the
network to enable higher throughput speeds. 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, infrastructure
upgrades, and new product platforms. Information technology and other wireless
specific system initiatives included billing and back-office system upgrades,
and other facilities and equipment spending.
	    HSPA spending for the three months ended September 30, 2009 increased
over the same period prior year due to the introduction of 21 Mbps speeds in
major urban centres. Capacity spending increased over the same period in the
prior year due to the acquisition of IP transmission interfaces and
augmentation to the radio access network to meet demand for migrations from
GSM to HSPA due to a faster adoption of 3G devices. Offsetting these increases
from the corresponding period of the prior year was lower spending on
enhancements to services and capabilities included in other network additions.

	    Other Wireless Developments

	    In May 2009, we reached an agreement with Look Communications Inc.
("Look") (through our joint venture with Bell Canada, Inukshuk Wireless
Partnership ("Inukshuk")), for the purchase of Look's spectrum and broadcast
licence. Under the agreement, Inukshuk paid $80 million for Look's 92 MHz of
spectrum in the provinces of Ontario and Quebec. In the three months ended
September 30, 2009, Industry Canada granted Inukshuk an approval for the
conversion of Look's MMDS spectrum licence to a Broadband Radio Service
("BRS") spectrum licence. Pursuant to government policy, one-third of the
spectrum was returned to Industry Canada. The Look purchase was completed in
September 2009.

	    <<
	    CABLE
	    -----
	    >>

	    Summarized Cable Financial Results


	    <<
	    -------------------------------------------------------------------------
	                                Three months ended       Nine months ended
	    (In millions of                September 30,            September 30,
	     dollars, except        -------------------------------------------------
	     margin)                  2009    2008(1) % Chg    2009    2008(1) % Chg
	    -------------------------------------------------------------------------

	    Operating revenue
	      Cable Operations(2)   $   773  $   724      7  $ 2,279  $ 2,137      7
	      RBS                       126      131     (4)     379      394     (4)
	      Rogers Retail              97      108    (10)     289      300     (4)
	      Intercompany
	       eliminations              (7)      (2)   n/m      (18)      (7)   157
	                            -------------------------------------------------
	    Total operating
	     revenue                    989      961      3    2,929    2,824      4
	                            -------------------------------------------------

	    Adjusted operating
	     profit (loss)
	     before the
	     undernoted
	      Cable Operations(2)       325      302      8      962      873     10
	      RBS                         8       12    (33)      30       45    (33)
	      Rogers Retail              (4)       4    n/m       (7)       2    n/m
	                            -------------------------------------------------
	    Adjusted operating
	     profit(3)                  329      318      3      985      920      7
	    Stock-based
	     compensation
	     recovery(4)                  -       17    n/m       21       39    (46)
	    Integration and
	     restructuring
	     expenses(5)                 (6)      (2)   200      (17)     (10)    70
	    Adjustment for CRTC
	     Part II fees
	     decision(6)                  -        -    n/m        -      (25)   n/m
	                            -------------------------------------------------
	    Operating profit(3)     $   323  $   333     (3) $   989  $   924      7
	                            -------------------------------------------------
	                            -------------------------------------------------

	    Adjusted operating
	     profit (loss)
	     margin(3)
	      Cable Operations(2)     42.0%    41.7%           42.2%    40.9%
	      RBS                      6.3%     9.2%            7.9%    11.4%
	      Rogers Retail           (4.1%)    3.7%           (2.4%)    0.7%

	    Additions to PP&E(3)
	      Cable Operations(2)   $   180  $   187     (4) $   440  $   493    (11)
	      RBS                        10       11     (9)      27       25      8
	      Rogers Retail               3        5    (40)       9       12    (25)
	                            -------------------------------------------------
	    Total additions to
	     PP&E                   $   193  $   203     (5) $   476  $   530    (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 and nine months ended September 30, 2009, costs incurred
	        relate to i) severances and restructuring expenses related to
	        combining the Cable and Wireless businesses into a communications
	        organization and to the outsourcing of certain information technology
	        functions; ii) the integration of Futureway and Aurora Cable; and
	        iii) the closure of certain Rogers Retail stores. In the three and
	        nine months ended September 30, 2008, costs incurred relate to i) the
	        integration of Futureway and Call-Net; ii) the restructuring of RBS;
	        and iii) the closure of certain Rogers Retail stores.
	    (6) Relates to an adjustment in 2008 for CRTC Part II fees related to
	        prior periods.
	    >>

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

	    CABLE OPERATIONS

	    Summarized Financial Results


	    <<
	    -------------------------------------------------------------------------
	                                Three months ended       Nine months ended
	    (In millions of                September 30,            September 30,
	     dollars, except        -------------------------------------------------
	     margin)                  2009     2008   % Chg    2009     2008   % Chg
	    -------------------------------------------------------------------------

	    Operating revenue
	      Core Cable            $   447  $   419      7  $ 1,315  $ 1,239      6
	      Internet                  198      176     13      579      513     13
	      Rogers Home Phone         128      129     (1)     385      385      -
	                            -------------------------------------------------
	    Total Cable
	     Operations
	     operating
	     revenue                    773      724      7    2,279    2,137      7
	                            -------------------------------------------------

	    Operating expenses
	     before the
	     undernoted
	      Sales and marketing
	       expenses                  63       62      2      182      190     (4)
	      Operating, general
	       and administrative
	       expenses                 385      360      7    1,135    1,074      6
	                            -------------------------------------------------
	                                448      422      6    1,317    1,264      4
	                            -------------------------------------------------
	    Adjusted operating
	     profit(1)                  325      302      8      962      873     10
	    Stock-based
	     compensation
	     recovery(2)                  1       16    (94)      20       37    (46)
	    Integration and
	     restructuring
	     expenses(3)                 (4)      (1)   n/m      (11)      (2)   n/m
	    Adjustment for CRTC
	     Part II fees
	     decision(4)                  -        -    n/m        -      (25)   n/m
	                            -------------------------------------------------
	    Operating profit(1)     $   322  $   317      2  $   971  $   883     10
	                            -------------------------------------------------
	                            -------------------------------------------------

	    Adjusted operating
	     profit margin(1)         42.0%    41.7%           42.2%    40.9%

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

	    (1) As defined. See the sections entitled "Key Performance Indicators and
	        Non-GAAP Measures" and "Supplementary Information".
	    (2) See the section entitled "Stock-based Compensation".
	    (3) Costs incurred relate to i) severances and restructuring expenses
	        related to combining the Cable and Wireless businesses into a
	        communications organization and to the outsourcing of certain
	        information technology functions; and ii) the integration of
	        Futureway and Aurora Cable.
	    (4) Relates to an adjustment in 2008 for CRTC Part II fees related to
	        prior periods.
	    >>

	    Summarized Subscriber Results


	    <<
	    -------------------------------------------------------------------------
	                                Three months ended       Nine months ended
	                                    September 30,           September 30,
	    (Subscriber statistics  -------------------------------------------------
	     in thousands)            2009    2008(1)   Chg    2009    2008(1)   Chg
	    -------------------------------------------------------------------------

	    Cable homes passed(2)     3,609    3,530     79    3,609    3,530     79

	    Basic Cable
	      Net additions
	       (losses)(3)                -       18    (18)     (27)       5    (32)
	      Total Basic Cable
	       subscribers(4)         2,292    2,316    (24)   2,292    2,316    (24)

	    Cable High-speed
	     Internet
	      Net additions(5)           19       33    (14)      26       86    (60)
	      Total Internet
	       subscribers
	       (residential)(4)(5)    1,597    1,549     48    1,597    1,549     48

	    Digital Cable
	      Terminals, net
	       additions                 56      110    (54)     161      267   (106)
	      Total terminals
	       in service(4)          2,444    2,146    298    2,444    2,146    298
	      Households, net
	       additions                 32       58    (26)      75      130    (55)
	      Total
	       households(2)(4)       1,625    1,489    136    1,625    1,489    136

	    Cable telephony lines
	      Net additions
	       and migrations(6)         31       55    (24)      69      142    (73)
	      Total Cable
	       telephony lines(4)       909      800    109      909      800    109

	    Cable Revenue
	     Generating Units
	     ("RGUs")(7)
	      Net additions              82      164    (82)     143      363   (220)
	      Total RGUs              6,423    6,154    269    6,423    6,154    269

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

	    Circuit-switched
	     lines
	      Net losses and
	       migrations(6)            (22)     (44)    22      (72)     (80)     8
	      Total circuit-
	       switched lines           143      255   (112)     143      255   (112)

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

	    (1) Certain of the comparative figures have been reclassified to conform
	        to the current year presentation.
	    (2) Since September 30, 2008, a change in subscriber reporting resulted
	        in a cumulative decrease to cable homes passed of approximately
	        171,000.
	    (3) During the three months ended September 30, 2008, a reclassification
	        of certain subscribers had the impact of increasing basic cable net
	        additions by approximately 16,000. In addition, basic cable net
	        subscriber additions for the nine months ended September 30, 2008
	        reflect the impact of the conversion of a large municipal housing
	        authority's cable TV arrangement with Rogers from a bulk to an
	        individual tenant pay basis, which had the impact of reducing basic
	        cable subscribers by approximately 5,000.
	    (4) 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.
	    (5) Cable high-speed Internet subscriber base excludes ADSL subscribers
	        of 6,000 and 14,000 at September 30, 2009 and September 30, 2008,
	        respectively. In addition, net additions excludes ADSL subscriber
	        losses of 1,000 and 5,000 in the three and nine months ended
	        September 30, 2009, respectively, and ADSL subscriber losses of 4,000
	        and 3,000 in the three and nine months ended September 30, 2008,
	        respectively. The comparative figures have been restated to conform
	        to the basis of presentation used in the current year. In addition,
	        during the first quarter of 2008, a change in subscriber reporting
	        resulted in the reclassification of approximately 4,000 high-speed
	        Internet subscribers from RBS' broadband data circuits to Cable
	        Operations' high-speed Internet subscriber base. These subscribers
	        are not included in net additions for the three and nine months ended
	        September 30, 2008.
	    (6) Includes approximately 4,000 and 15,000 migrations from circuit-
	        switched to cable telephony for the three and nine months ended
	        September 30, 2009, respectively, and includes approximately 23,000
	        and 39,000 migrations from circuit-switched to cable telephony for
	        the three and nine months ended September 30, 2008, respectively.
	    (7) Cable RGUs are comprised of basic cable subscribers, digital cable
	        households, Cable high-speed Internet subscribers and residential
	        cable telephony lines.
	    >>

	    In addition to increased levels of penetration for many of Cable's
products and a level of increased competitive intensity, an economic recession
in Ontario has driven a slowdown in new home construction and high rates of
unemployment resulting in lower net additions of our cable products in the
three and nine months ended September 30, 2009, compared to the corresponding
periods of 2008. The impact of this recession has affected sales of Cable's
products as customers move residences less and the growth in new home
construction has slowed significantly, which historically are two of Cable's
largest sources of new product sales. In response to these conditions, Cable
has implemented strategic cost reduction and efficiency improvement
initiatives to enable a sustained reduction of operating costs.

	    Core Cable Revenue

	    Within Cable Operations, the increase in Core Cable revenue for the three
and nine months ended September 30, 2009, compared to the corresponding
periods of 2008, reflects the continued increasing penetration of our digital
cable product offerings. Additionally, the impact of certain price changes
introduced during the previous twelve months to both our analog and digital
cable services contributed to the growth in revenue.
	    Rogers continues to lead the Canadian cable industry in digital
penetration. The digital cable subscriber base grew by 9% from September 30,
2008 to September 30, 2009. Digital penetration now represents approximately
71% of basic cable households, compared to 64% in the corresponding period of
2008. Increased demand from subscribers for digital content, HDTV and personal
video recorder ("PVR") equipment, combined with marketing campaigns which
package cable television, high-speed Internet and Rogers Home Phone services,
contributed to the growth in the digital subscriber base of 32,000 and 75,000
in the three and nine months ended September 30, 2009, respectively.

	    Internet (Residential) Revenue

	    The year-over-year increase in Internet revenues for the three and nine
months ended September 30, 2009, primarily reflects the 3% increase in the
Internet subscriber base, combined with increased revenue resulting from
Internet services price increases made during the previous twelve months and
incremental revenue from charges for additional usage for customers who exceed
monthly gigabyte allowances associated with their respective plans.
	    With the high-speed Internet base now at approximately 1.6 million
subscribers, Internet penetration is approximately 44% of the homes passed by
our cable networks and 70% of our basic cable customer base.
	    In addition to the impact of the economic recession discussed above, the
lower number of high-speed Internet net additions also reflects an increasing
degree of product maturation as penetration of broadband slows.

	    Rogers Home Phone Revenue

	    The Rogers Home Phone revenue for the three and nine months ended
September 30, 2009, reflects the year-over-year growth in the cable telephony
customer base comprised of cable telephony revenue growth of approximately 17%
for the quarter and 22% for the year-to-date, offset by the ongoing decline of
the circuit-switched telephony and long-distance only customer bases. The
lower net additions of cable telephony lines in the third quarter of 2009
versus the corresponding period of 2008 reflects the impact of the economic
recession in Ontario and product maturation as Rogers' market share increases,
combined with intensified win-back activities by incumbent telecom providers.
	    Cable telephony lines in service grew 14% from September 30, 2008 to
September 30, 2009. At September 30, 2009, cable telephony lines represented
25% of the homes passed by our cable networks and 40% of basic cable
subscribers.
	    Cable continues to focus principally on growing its on-net cable
telephony line base. As part of this on-net focus, Cable began to
significantly de-emphasize circuit-switched sales early in 2008 and
intensified its efforts to convert circuit-switched lines that are within the
cable territory onto its cable telephony platform. Of the 31,000 net line
additions to cable telephony during the third quarter of 2009, approximately
4,000 were migrations of lines from our circuit-switched platform to our cable
telephony platform. Because of the strategic decision in early 2008 to
de-emphasize sales of the circuit-switched telephony product outside of the
cable footprint, Cable expects that circuit-switched net line losses will
continue as that base of subscribers continues to contract over time.
	    Excluding the impact of the shrinking circuit-switched telephony
business, the year-over-year revenue growth for Rogers Home Phone and Cable
Operations for the third quarter ended September 30, 2009 would have been 17%
and 9%, respectively.

	    Cable Operations Operating Expenses

	    The increase in Cable Operation's operating expenses for the three and
nine months ended September 30, 2009 compared to the corresponding periods of
2008 was primarily driven by the increases in the digital cable, Internet and
Rogers Home Phone subscriber bases, resulting in higher costs associated with
programming and other content, network operations, credit and collection
costs, and increases in information technology costs. Partially offsetting
these increases was a reduction in certain other costs resulting from lower
volumes of RGU net additions in the third quarter of 2009 and cost reduction
and efficiency initiatives across various functions. Cable Operations continue
to focus on implementing a program of permanent cost reduction and efficiency
improvement initiatives to control the overall growth in operating expenses.

	    Cable Operations Adjusted Operating Profit

	    The year-over-year growth in adjusted operating profit was primarily the
result of the revenue growth described above, combined with decreased activity
levels and cost efficiencies. As a result, Cable Operations adjusted operating
profit margins increased to 42.0% and 42.2% for the three and nine months
ended September 30, 2009, respectively, compared to 41.7% and 40.9% in the
corresponding periods of 2008.

	    Other Cable Operations Developments

	    As discussed below in the section entitled "CRTC Part II Fees", the CRTC
is expected to amend its regulation relating to Part II fees. Once the
settlement is finalized, Cable estimates these fees going forward will be
approximately one third less than the current rate of approximately $21
million annually and will reverse accrued amounts for the 2007, 2008 and 2009
broadcast years totalling approximately $61 million in the fourth quarter of
2009, of which approximately 80% relates to prior years.

	    ROGERS BUSINESS SOLUTIONS

	    Summarized Financial Results


	    <<
	    -------------------------------------------------------------------------
	                                Three months ended       Nine months ended
	    (In millions of                September 30,            September 30,
	     dollars, except        -------------------------------------------------
	     margin)                  2009     2008   % Chg    2009     2008   % Chg
	    -------------------------------------------------------------------------

	    RBS operating
	     revenue                $   126  $   131     (4) $   379  $   394     (4)
	                            -------------------------------------------------

	    Operating expenses
	     before the undernoted
	      Sales and  marketing
	       expenses                   7        6     17       19       19      -
	      Operating, general
	       and administrative
	       expenses                 111      113     (2)     330      330      -
	                            -------------------------------------------------
	                                118      119     (1)     349      349      -
	                            -------------------------------------------------
	    Adjusted operating
	     profit(1)                    8       12    (33)      30       45    (33)
	    Stock-based
	     compensation recovery
	     (expense)(2)                (1)        -   n/m        -        1    n/m
	    Integration and
	     restructuring
	     expenses(3)                  -        (1)  n/m       (1)      (4)   (75)
	                            -------------------------------------------------
	    Operating profit(1)     $     7  $     11   (36) $    29  $    42    (31)
	                            -------------------------------------------------
	                            -------------------------------------------------

	    Adjusted operating
	     profit margin(1)          6.3%      9.2%           7.9%    11.4%

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

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

	    Summarized Subscriber Results


	    <<
	    -------------------------------------------------------------------------
	                                Three months ended       Nine months ended
	                                    September 30,           September 30,
	    (Subscriber statistics  -------------------------------------------------
	     in thousands)            2009     2008     Chg    2009     2008     Chg
	    -------------------------------------------------------------------------

	    Local line
	     equivalents(1)
	      Total local line
	       equivalents              180      207    (27)     180      207    (27)

	    Broadband data
	     circuits(2)(3)
	      Total broadband
	       data circuits             36       34      2       36       34      2
	    -------------------------------------------------------------------------

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

	    RBS Revenue

	    The decrease in RBS revenues reflects a decline in the higher margin
legacy data service business, 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 customer
base while growing the carrier business. For the three and nine months ended
September 30, 2009, RBS data and local revenues declined, which was partially
offset by an increase in the less profitable long-distance revenue, compared
to the corresponding periods of 2008.

	    RBS Operating Expenses

	    Operating, general and administrative expenses were relatively unchanged
for the three and nine months ended September 30, 2009, compared to the
corresponding periods of 2008. An increase in long-distance costs due to
higher call volumes and country mix resulted in higher operating costs which
were offset by lower data and local carriers charges.
	    Sales and marketing expenses were relatively unchanged for the three and
nine months ended September 30, 2009, compared to the corresponding periods of
2008, and reflects cost control initiatives and targeted marketing within the
medium and large enterprise and carrier segments.

	    RBS Adjusted Operating Profit

	    Lower legacy data and local revenues and an increase in the lower margin
long-distance revenue combined with legacy operating costs which have not
declined in proportion to the lower revenue has resulted in a year-over-year
decline in adjusted operating profit for the three and nine months ended
September 30, 2009 versus the corresponding periods of 2008.

	    ROGERS RETAIL

	    Summarized Financial Results


	    <<
	    -------------------------------------------------------------------------
	                                Three months ended       Nine months ended
	    (In millions of                September 30,            September 30,
	     dollars, except        -------------------------------------------------
	     margin)                  2009     2008   % Chg    2009     2008   % Chg
	    -------------------------------------------------------------------------


	    Rogers Retail
	     operating revenue      $    97  $   108    (10) $   289  $   300     (4)
	                            -------------------------------------------------

	    Operating expenses
	     before the undernoted      101      104     (3)     296      298     (1)
	                            -------------------------------------------------
	    Adjusted operating
	     (loss) profit(1)            (4)       4    n/m       (7)       2    n/m
	    Stock-based
	     compensation
	     recovery(2)                  -        1    n/m        1        1      -
	    Integration and
	     restructuring
	     expenses(3)                 (2)       -    n/m       (5)      (4)    25
	                            -------------------------------------------------
	    Operating (loss)
	     profit(1)              $    (6) $     5    n/m  $   (11) $    (1)   n/m
	                            -------------------------------------------------
	                            -------------------------------------------------

	    Adjusted operating
	     (loss) profit
	     margin(1)                (4.1%)    3.7%           (2.4%)    0.7%
	    -------------------------------------------------------------------------

	    (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 severances resulting from combining the
	        Cable and Wireless businesses into a communications organization and
	        to the closure of certain Rogers Retail stores.
	    >>

	    Rogers Retail Revenue

	    Rogers Retail revenue for the three months ended September 30, 2009,
compared to the corresponding period of 2008 in which the iPhone was initially
introduced, decreased as a result of a lower volume of iPhone upgrades by
existing Wireless customers and the ongoing decline in video rentals and
sales.

	    Rogers Retail Adjusted Operating (Loss) Profit

	    Adjusted operating (loss) profit at Rogers Retail decreased for the three
and nine months ended September 30, 2009, compared to the corresponding
periods of 2008, and reflects the trends noted above.

	    CABLE ADDITIONS TO PP&E

	    The Cable Operations segment categorizes its PP&E expenditures according
to a standardized set of reporting categories that were developed and agreed
to by the U.S. cable television industry and which facilitate comparisons of
additions to PP&E between different cable companies. Under these industry
definitions, Cable Operations additions to PP&E are classified into the
following five categories:

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

	    Summarized Cable PP&E Additions


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

	    Additions to PP&E
	      Customer premise
	       equipment            $    67  $    72     (7) $   145  $   171    (15)
	      Scalable
	       infrastructure            64       58     10      168      168      -
	      Line extensions            10       10      -       28       31    (10)
	      Upgrades and rebuild        5        8    (38)      15       16     (6)
	      Support capital            34       39    (13)      84      107    (21)
	                            -------------------------------------------------
	    Total Cable Operations      180      187     (4)     440      493    (11)
	    RBS                          10       11     (9)      27       25      8
	    Rogers Retail                 3        5    (40)       9       12    (25)
	                            -------------------------------------------------
	                            $   193  $   203     (5) $   476  $   530    (10)
	    -------------------------------------------------------------------------
	    >>

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

	    <<
	    MEDIA
	    -----
	    >>

	    Summarized Media Financial Results


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

	    Operating revenue       $   364  $   386     (6) $ 1,014  $ 1,102     (8)
	                            -------------------------------------------------

	    Operating expenses
	     before the
	     undernoted                 328      343     (4)     951    1,006     (5)
	                            -------------------------------------------------
	    Adjusted operating
	     profit(3)                   36       43    (16)      63       96    (34)
	    Stock-based
	     compensation
	     recovery (expense)(4)       (1)      11    n/m       13       22    (41)
	    Integration and
	     restructuring
	     expenses(5)                  -        -    n/m      (21)       -    n/m
	    Contract termination
	     fee(6)                     (12)       -    n/m      (12)       -    n/m
	    Adjustment for CRTC
	     Part II fees
	     decision(7)                  -        -    n/m        -       (6)   n/m
	                            -------------------------------------------------
	    Operating profit(3)     $    23  $    54    (57) $    43  $   112    (62)
	                            -------------------------------------------------
	                            -------------------------------------------------

	    Adjusted operating
	     profit margin(3)          9.9%    11.1%            6.2%     8.7%

	    Additions to
	     property, plant
	     and equipment(3)       $    11  $    11      -  $    41  $    49    (16)
	    -------------------------------------------------------------------------

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

	    Media Revenue

	    The decline in Media's revenues for the three and nine months ended
September 30, 2009, compared to the corresponding periods of 2008, primarily
reflects revenue declines at Television, Radio and Publishing driven by
ongoing industry wide weakness in the advertising market and at The Shopping
Channel driven by a challenging environment for consumer discretionary retail
sales. These decreases were partially offset by an increase in subscriber
revenue at Sportsnet. Starting in the third quarter, the rate of
year-over-year decline in advertising sales began to moderate for the first
time in several quarters.

	    Media Operating Expenses

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

	    Media Adjusted Operating Profit

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

	    Media Additions to PP&E

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

	    Other Media Developments

	    As discussed below in the section entitled "CRTC Part II Fees", the CRTC
is expected to amend its regulation relating to Part II fees. Once the
settlement is finalized, Media estimates these fees going forward will be
approximately one third less than the current rate of approximately $6 million
annually and will reverse accrued amounts for the 2007, 2008, and 2009
broadcast years totalling approximately $19 million in the fourth quarter of
2009, of which approximately 80% relates to prior years.

	    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      Nine months ended
	                                   September 30,           September 30,
	                            -------------------------------------------------
	    (In millions of dollars)  2009     2008   % Chg    2009     2008   % Chg
	    -------------------------------------------------------------------------
	    Net income              $   485  $   495     (2) $ 1,168  $ 1,140      2
	    Income tax expense          129       14    n/m      414      337     23
	    Other (income)
	     expense, net                 1      (12)   n/m       (5)     (25)   (80)
	    Change in the fair
	     value of derivative
	     instruments                 27      (20)   n/m       28      (21)   n/m
	    Foreign exchange
	     (gain) loss                (72)      16    n/m     (123)      22    n/m
	    Debt issuance costs           -       16    n/m        5       16    (69)
	    Interest on long-term
	     debt                       166      147     13      474      418     13
	                            -------------------------------------------------
	    Operating income            736      656     12    1,961    1,887      4
	    Depreciation and
	     amortization               416      429     (3)   1,306    1,289      1
	                            -------------------------------------------------
	    Operating profit          1,152    1,085      6    3,267    3,176      3
	    Stock-based compensation
	     expense (recovery)           6      (62)   n/m      (62)    (125)   (50)
	    Integration and
	     restructuring expenses      11        2    n/m       52       10    n/m
	    Adjustment for CRTC
	     Part II fees decision        -        -    n/m        -       31    n/m
	    Contract termination fee     12        -    n/m       12        -    n/m
	                            -------------------------------------------------
	    Adjusted operating
	     profit                 $ 1,181  $ 1,025     15  $ 3,269  $ 3,092      6
	    -------------------------------------------------------------------------
	    >>

	    Net Income and Net Income Per Share

	    We recorded net income of $485 million and $1,168 million for the three
and nine months ended September 30, 2009, respectively, or basic and diluted
net income per share of $0.79 and $1.86, respectively, compared to net income
of $495 million and $1,140 million, or basic and diluted net income per share
of $0.78 and $1.79, in the corresponding periods in 2008.
	    On an adjusted basis, we recorded net income of $505 million and $1,173
million for the three and nine months ended September 30, 2009, respectively,
or basic and diluted adjusted net income per share of $0.82 and $1.87,
respectively, compared to net income of $465 million and $1,096 million, or
basic and diluted net income per share of $0.73 and $1.72, in the
corresponding periods in 2008.

	    Income Tax Expense

	    The Company's effective income tax rates for the three and nine months
ended September 30, 2009 were 21.0% and 26.2%, respectively. The effective
income tax rates for the three and nine months ended September 30, 2009,
differed from the 2009 statutory income tax rate of 32.1% primarily due to a
decrease in the valuation allowance recorded in respect of realized and
unrealized capital losses and other future tax assets. The effective income
tax rates for the three and nine months ended September 30, 2008 were 2.8% and
22.8%, respectively.


	    <<
	    -------------------------------------------------------------------------
	                                    Three months ended     Nine months ended
	                                       September 30,          September 30,
	                                  -------------------------------------------
	    (In millions of dollars)           2009       2008       2009       2008
	    -------------------------------------------------------------------------

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

	    Income before income taxes     $    614   $    509   $  1,582   $  1,477

	    Income tax expense at statutory
	     income tax rate on income
	     before income taxes           $    197   $    166   $    508   $    483
	    Increase (decrease) in income
	     taxes resulting from:
	    Ontario income tax
	     harmonization credit                 -        (65)         -        (65)
	    Change in valuation allowance       (38)       (48)       (61)       (45)
	    Effect of tax rate charges          (18)       (21)       (23)       (22)
	    Other items                         (12)       (18)       (10)       (14)
	                                  -------------------------------------------
	    Income tax expense             $    129   $     14   $    414   $    337
	    -------------------------------------------------------------------------
	    Effective income tax rate         21.0%       2.8%      26.2%      22.8%
	    -------------------------------------------------------------------------
	    >>

	    Change in Fair Value of Derivative Instruments

	    The change in the fair value of derivative instruments in the three and
nine months ended September 30, 2009 was primarily the result of the change in
the fair value of the cross-currency interest rate exchange agreements
("Derivatives") hedging our US$350 million Senior Notes due 2038 that have not
been designated as hedges for accounting purposes. This change in fair value
was primarily caused by changes in the value of the Canadian dollar relative
to that of the U.S. dollar. During the three months and nine months ended
September 30, 2009, the Canadian dollar strengthened by 9.0 cents and 15.2
cents, respectively, versus the U.S. dollar. We have recorded the fair value
of our derivatives using an estimated credit-adjusted mark-to-market
valuation. The impact of such valuation is illustrated in the section entitled
"Mark-to-Market Value of Derivatives". In addition, the change in the fair
value of Derivatives in the three and nine months ended September 30, 2009, is
partially offset by the change in the fair value of the prepayment option on
our Senior Subordinated Notes due 2012.

	    Foreign Exchange Gain (Loss)

	    During the three months ended September 30, 2009, the Canadian dollar
strengthened by 9.0 cents versus the U.S. dollar resulting in a foreign
exchange gain of $72 million, primarily related to US$750 million of our U.S.
dollar-denominated long-term debt that is not hedged for accounting purposes,
comprising the US$400 million of Subordinated Notes due 2012 which are not
hedged and the US$350 million Senior Notes due 2038 for which the Derivatives
have not been designated as hedges for accounting purposes. During the
corresponding period of 2008, the Canadian dollar weakened by 4.1 cents versus
the U.S. dollar and resulted in a foreign exchange loss of $16 million during
the three months ended September 30, 2008.
	    During the nine months ended September 30, 2009, the Canadian dollar
strengthened by 15.2 cents versus the U.S. dollar resulting in a foreign
exchange gain of $123 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 7.2
cents versus the U.S. dollar and resulted in a foreign exchange loss of $22
million during the nine months ended September 30, 2008.

	    Debt Issuance Costs

	    There were no debt issuance costs for the three months ended September
30, 2009. During the nine months ended September 30, 2009, we recorded debt
issuance costs of $5 million for fees and expenses incurred in connection with
the $1.0 billion of 5.80% Senior Notes offering that was closed on May 26,
2009. See the section entitled "Overview of Liquidity, Financing and Share
Capital Activities - Financing" for further details.

	    Interest on Long-Term Debt

	    The $19 million increase in interest expense for the three months ended
September 30, 2009, and the $56 million increase in interest expense for the
nine months ended September 30, 2009, compared to the corresponding periods of
2008, are primarily due to the $0.4 billion net increase in long-term debt at
September 30, 2009 compared to September 30, 2008, including the impact of
Derivatives and the full period impact for the payment of an aggregate of $1.0
billion in the third quarter of 2008 for the acquisition of spectrum licences.
	    The $0.4 billion net increase in our long-term debt at September 30,
2009, compared to September 30, 2008 was largely due to the payment of an
aggregate $0.9 billion in the nine months ended September 30, 2009 for the
purchase and cancellation of an aggregate of 30,340,800 Class B Non-Voting
shares.

	    Operating Income

	    The increase in operating income in the three and nine months ended
September 30, 2009, compared to the corresponding periods of 2008, reflects
the growth in revenue and the reduction of expenses discussed above. See the
section entitled "Segment Review" for a detailed discussion of respective
segment results.

	    Depreciation and Amortization Expense

	    The change in depreciation and amortization expense for the three months
and nine months ended September 30, 2009, compared to the corresponding
periods of 2008, primarily reflects changes in depreciation on PP&E.

	    Stock-based Compensation

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


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

	    Wireless                       $      3   $     (7)  $     (5)  $     (9)
	    Cable                                 -        (17)       (21)       (39)
	    Media                                 1        (11)       (13)       (22)
	    Corporate                             2        (27)       (23)       (55)
	                                  -------------------------------------------
	                                   $      6   $    (62)  $    (62)  $   (125)
	    -------------------------------------------------------------------------
	    >>

	    At September 30, 2009, we had a liability of $181 million, compared to a
liability of $298 million at September 30, 2008, related to stock-based
compensation recorded at its intrinsic value, including stock options,
restricted share units and deferred share units. In the three and nine months
ended September 30, 2009, $8 million and $32 million, respectively, was paid
to holders of stock options, restricted share units and deferred share units
upon exercise using a cash settlement feature which we adopted for stock
options in May 2007. In the three and nine months ended September 30, 2008, $5
million and $65 million, respectively, was paid to holders of stock options,
restricted share units and deferred share units upon exercise using the cash
settlement feature. The expense (recovery) in a given period is generally a
function of the vesting of options and units and a true up to the liability
associated with changes to the underlying stock price.

	    Integration and Restructuring Expenses

	    During the three and nine months ended September 30, 2009, we incurred
$11 million and $52 million, respectively, of restructuring expenses related
to i) severances resulting from the restructuring of our employee base to
combine the Cable and Wireless businesses into a communications organization
and to improve our cost structure in light of the current economic conditions
($5 million and $26 million, respectively); ii) severances and restructuring
expenses related to the outsourcing of certain information technology
functions ($6 million and $21 million, respectively); iii) the integration of
previously acquired businesses and related restructuring ($nil and $2 million,
respectively); and iv), the closure of certain retail stores ($nil and $3
million, respectively).
	    As the Company continues to combine the Cable and Wireless businesses
into a communications organization, further integration and restructuring
expenses are expected in the fourth quarter of 2009.

	    Contract Termination Fee

	    During the three months ended September 30, 2009, the Blue Jays released
a player from the remaining term of a contract, which resulted in a $12
million charge to operating profit.

	    Adjusted Operating Profit

	    As discussed above, the growth in Wireless and Cable's adjusted operating
profit for the three and nine months ended September 30, 2009 compared to the
three and nine months ended September 30, 2008, was offset by the decrease in
Media's adjusted operating profit as a result of the decline in advertising
and consumer discretionary retail sales. For discussions of the results of
operations of each of these segments, refer to the respective segment sections
above.
	    For the three months ended September 30, 2009, consolidated adjusted
operating profit increased to $1,181 million, from $1,025 million in the
corresponding period of the prior year. Consolidated adjusted operating profit
for the three months ended September 30, 2009 and September 30, 2008,
respectively, excludes: (i) stock-based compensation (recovery) expense of $6
million and $(62) million; (ii) integration and restructuring expenses of $11
million and $2 million; and (iii) contract termination fee of $12 million and
$nil.
	    For the nine months ended September 30, 2009, consolidated adjusted
operating profit increased to $3,269 million, from $3,092 million in the
corresponding period of the prior year. Consolidated adjusted operating profit
for the nine months ended September 30, 2009 and September 30, 2008,
respectively, excludes: (i) stock-based compensation recovery of $62 million
and $125 million; (ii) integration and restructuring expenses of $52 million
and $10 million; (iii) contract termination fee of $12 million and $nil; and
(iv) an adjustment of CRTC Part II fees related to prior periods of $31
million in the nine months ended September 30, 2008.
	    For details on the determination of adjusted operating profit, which is a
non-GAAP measure, see the sections entitled "Supplementary Information" and
"Key Performance Indicators and Non-GAAP Measures".

	    ADDITIONS TO PP&E

	    For details on the additions of PP&E for the Wireless, Cable and Media
segments, refer to the section entitled "Segment Review".

	    Corporate Additions to PP&E

	    The year-over-year increase in corporate additions to PP&E for the three
and nine months ended September 30, 2009 primarily reflects approximately $41
million and $98 million, respectively, of spending on an enterprise-wide
billing and business support system initiative.

	    OVERVIEW OF LIQUIDITY, FINANCING AND SHARE CAPITAL ACTIVITIES

	    Liquidity

	    Three Months Ended September 30, 2009

	    For the three months ended September 30, 2009, cash generated from
operations before changes in non-cash operating items, which is calculated by
removing the effect of all non-cash items from net income, decreased to $857
million from $893 million in the corresponding period of 2008. The $36 million
decrease is primarily the result of a $156 million increase in adjusted
operating profit offset by a $61 million cash contribution to the Company's
pension plans to fund annuity purchases, a $19 million increase in interest
expense and a $111 million increase in current income tax expense (all of
which has been recorded to accounts payable and accrued liabilities).
	    Taking into account the changes in non-cash working capital items for the
three months ended September 30, 2009, cash generated from operations was
$1,219 million, compared to $886 million in the corresponding period of 2008.
The cash generated from operations of $1,219 million, together with the
receipt of $2 million from the issuance of Class B Non-Voting shares under the
exercise of employee stock options, resulted in total net funds of
approximately $1,221 million generated or raised in the three months ended
September 30, 2009.
	    Net funds used during the three months ended September 30, 2009 totalled
approximately $1,122 million, the details of which include the following:

	    <<
	        -  additions to PP&E of $459 million, net of $32 million of related
	           changes in non-cash working capital;

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

	        -  the purchase for cancellation of 13,860,800 Class B Non-Voting
	           shares for an aggregate purchase price of $408 million;

	        -  payments for program rights of $39 million;

	        -  repayments of capital leases of $1 million; and

	        -  acquisitions and other investments aggregating $31 million,
	           including $25 million to acquire spectrum licences and $6 million
	           of other investments.
	    >>

	    Taking into account the cash and cash equivalents of $69 million at the
beginning of the period and the net fund inflows described above, the cash and
cash equivalents at September 30, 2009 were $168 million.

	    Nine Months Ended September 30, 2009

	    For the nine months ended September 30, 2009, cash generated from
operations before changes in non-cash operating items, which is calculated by
removing the effect of all non-cash items from net income, decreased to $2,657
million from $2,705 million in the corresponding period of 2008. The $48
million decrease is primarily the result of a $177 million increase in
adjusted operating profit offset by a $61 million cash contribution to the
Company's pension plans to fund annuity purchases, a $56 million increase in
interest expense and a $109 million increase in current income tax expense
(all of which has been recorded to accounts payable and accrued liabilities).
	    Taking into account the changes in non-cash working capital items for the
nine months ended September 30, 2009, cash generated from operations was
$2,783 million, compared to $2,454 million in the corresponding period of
2008. The cash generated from operations of $2,783 million, together with the
receipt of $1.0 billion in gross proceeds from the issuance of public debt and
$2 million from the issuance of Class B Non-Voting shares under the exercise
of employee stock options, resulted in total net funds of approximately $3,785
million generated or raised in the nine months ended September 30, 2009.
	    Net funds used during the nine months ended September 30, 2009 totalled
approximately $3,598 million, the details of which include the following:

	    <<
	        -  additions to PP&E of $1,375 million, including $91 million of
	           related changes in non-cash working capital;

	        -  net repayments under our bank credit facility aggregating $585
	           million and capital leases aggregating $1 million;

	        -  the payment of dividends of $527 million on our Class A Voting and
	           Class B Non-Voting shares;

	        -  the purchase for cancellation of 30,340,800 Class B Non-Voting
	           shares for an aggregate purchase price of $917 million;

	        -  payments for program rights of $131 million; and

	        -  acquisitions and other investments aggregating $62 million,
	           including $40 million to acquire spectrum licences, $11 million to
	           acquire K-Rock and KIX Country, Kingston FM radio stations, and
	           $11 million of other investments.
	    >>

	    Taking into account the cash deficiency of $19 million at the beginning
of the period and the net fund inflows described above, the cash and cash
equivalents at September 30, 2009 were $168 million.

	    Financing

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

	    Three Months Ended September 30, 2009

	    At September 30, 2009, there were no advances outstanding under our $2.4
billion bank credit facility and the full amount is available to be drawn. No
advances or repayments were made under the bank credit facility during the
three months ended September 30, 2009.

	    Pension Plans' Purchase of Annuities

	    During the three months ended September 30, 2009, the Company made a
lump-sum contribution of $61 million to its pension plans, following which the
pension plans purchased $172 million of annuities from insurance companies for
all employees who had retired as of January 1, 2009. The purchase of the
annuities relieves the Company of primary responsibility for, and eliminates
significant risk associated with, the accrued benefit obligation for the
retired employees. As the Company's fiscal year-end is three months after the
measurement date for the pension plans, the non-cash settlement loss arising
from this transaction of approximately $30 million will be recorded in the
quarter ending December 31, 2009.

	    Redemption of Debt

	    The Company intends to redeem the entire outstanding principal amount of
its US$400 million 8.00% Senior Subordinated Notes due 2012 on December 15,
2009 at the prescribed redemption price of 102% of the principal amount
effective on that date.

	    Nine months Ended September 30, 2009

	    During the nine months ended September 30, 2009, an aggregate $585
million net repayment was made under our bank credit facility, leaving the
full amount available to be drawn under our $2.4 billion bank credit facility.
	    On May 26, 2009 RCI issued in Canada $1.0 billion aggregate principal
amount of 5.80% Senior Notes due 2016 (the "2016 Notes"). The 2016 Notes were
issued at a discount of 99.767% to yield 5.84% per annum. RCI received net
proceeds of $992.3 million from the issuance of the 2016 Notes after deducting
the original issue discount of $2.3 million, agents' fees of $3.7 million and
other related expenses of $1.7 million. The 2016 Notes are unsecured and are
guaranteed on an unsecured basis by each of Rogers Wireless Partnership and
Rogers Cable Communications Inc. and rank pari passu with all of RCI's other
senior unsecured and unsubordinated notes and debentures.
	    In May 2009, at the same time as our announcement of an amendment to our
normal course issuer bid ("NCIB"), we also announced that Rogers set a target
leverage range for our capital structure of net debt to adjusted operating
profit of 2.0 to 2.5 times.

	    Normal Course Issuer Bid

	    In February 2009, Rogers filed a NCIB authorizing us to repurchase up to
the lesser of 15 million of our Class B Non-Voting shares and that number of
Class B Non-Voting shares that can be purchased under the NCIB for an
aggregate purchase price of $300 million. This NCIB, which expires on February
19, 2010, replaced a previously filed NCIB which expired in January 2009.
	    In May 2009, we amended the NCIB to provide that we may, during the
twelve month period commencing February 20, 2009 and ending February 19, 2010,
purchase on the TSX up to the lesser of 48 million of our Class B Non-Voting
shares and that number of Class B Non-Voting shares that can be purchased
under the NCIB for an aggregate purchase price of $1.5 billion.
	    During the three and nine months ended September 30, 2009, RCI purchased
an aggregate 13,860,800 and 30,340,800 Class B Non-Voting shares,
respectively, for an aggregate purchase price of $408 million and $917
million, respectively. An aggregate 2,418,100 of these shares comprising $73
million of the aggregate purchase price were purchased and recorded in the
third quarter but were settled in early October. Included in the aggregate
number of Class B Non-Voting shares purchased for the nine months ended
September 30, 2009, were 8,930,000 Class B Non-Voting shares which were
purchased by RCI pursuant to private agreements between RCI and certain
arm's-length third party sellers for an aggregate purchase price of $246
million. These purchases were made under issuer bid exemption orders issued by
the Ontario Securities Commission and are included in calculating the number
of Class B Non-Voting shares that RCI may purchase pursuant to the NCIB. The
number of Class B Non-Voting shares purchased under the NCIB and the timing of
such purchases will be determined by RCI considering market conditions, stock
prices, its cash position, and other factors.

	    Credit Ratings Upgrades

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

	    Interest Rate and Foreign Exchange Management

	    Economic Hedge Analysis

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

	    Consolidated Hedged Position


	    <<
	    -------------------------------------------------------------------------
	    (In millions of dollars,
	     except percentages)              September 30, 2009   December 31, 2008
	    -------------------------------------------------------------------------
	    U.S. dollar-denominated long-term
	     debt                                 US $     5,940      US $     5,940

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

	    Hedged exchange rate                          1.2043              1.2043

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

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

	    Total long-term debt                 Cdn $     8,736     Cdn $     8,383
	    Total long-term debt at fixed rates  Cdn $     8,736     Cdn $     7,798
	    Percent of long-term debt fixed               100.0%               93.0%
	    -------------------------------------------------------------------------

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

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

	    Mark-to-Market Value of Derivatives

	    In accordance with Canadian GAAP, we have recorded our Derivatives using
an estimated credit-adjusted mark-to-market valuation which was determined by
increasing the treasury-related discount rates used to calculate the risk-free
estimated mark-to-market valuation by an estimated credit default swap spread
("CDS Spread") for the relevant term and counterparty for each derivative. In
the case of Derivatives accounted for as assets by Rogers (i.e. those
Derivatives for which the counterparties owe Rogers), the CDS Spread for the
bank counterparty was added to the risk-free discount rate to determine the
estimated credit-adjusted value whereas, in the case of Derivatives accounted
for as liabilities (i.e. those Derivatives for which Rogers owes the
counterparties), Rogers' CDS Spread was added to the risk-free discount rate.
The estimated credit-adjusted values of the Derivatives are subject to changes
in credit spreads of Rogers and its counterparties.
	    The effect of estimating the credit-adjusted value of Derivatives at
September 30, 2009 versus the unadjusted risk-free mark-to-market value of
Derivatives is illustrated in the table below. As at September 30, 2009, the
credit-adjusted estimated net liability value of Rogers' Derivatives portfolio
was $883 million, which is $12 million less than the unadjusted risk-free
mark-to-market net liability value.


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

	    Mark-to-market value -
	     risk-free analysis               $      172    $   (1,067)   $     (895)

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

	    Mark-to-market value -
	     credit-adjusted estimate
	     (carrying value)                 $      156    $   (1,039)   $     (883)

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

	    Difference                        $       16    $      (28)   $      (12)

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

	    Long-term Debt Plus Net Derivative Liabilities (Assets)

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


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

	    Long-term debt(1)              $  8,012   $  8,551   $  8,647   $  8,507

	    Net derivative liabilities
	     (assets) at the risk-free
	     analytical value(1)           $    895   $    390   $   (174)  $    144
	                                  -------------------------------------------
	    Total                          $  8,907   $  8,941   $  8,473   $  8,651
	    -------------------------------------------------------------------------

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

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

	    Outstanding Share Data

	    Set out below is our outstanding share data as at September 30, 2009.
Rogers announced on May 19, 2009 that it had increased its Class B Non-Voting
share buy back program authorization from $300 million to the lesser of $1.5
billion or 48 million Class B shares during the twelve month period commencing
February 20, 2009 and ending February 19, 2010. During the nine months ended
September 30, 2009 Rogers had repurchased 30,340,800 Class B shares for
cancellation for an aggregate total of approximately $917 million.
	    For additional information, refer to Note 18 of our 2008 Annual Audited
Consolidated Financial Statements and the Unaudited Interim Consolidated
Financial Statements for the three and nine months ended September 30, 2009.

	    <<
	    -------------------------------------------------------------------------
	                                                          September 30, 2009
	    -------------------------------------------------------------------------
	    Common Shares(1)

	    Class A Voting                                               112,462,014
	    Class B Non-Voting(2)                                        493,262,163

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

	    Options to purchase Class B Non-Voting shares

	    Outstanding options                                           15,167,989
	    Outstanding options exercisable                                9,624,557
	    -------------------------------------------------------------------------

	    (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.
	    (2) The outstanding Class B Non-Voting shares recorded above reflects the
	        cancellation of an aggregate 2,418,100 shares purchased pursuant to
	        the NCIB during the three months ended September 30, 2009 but which
	        settled in early October 2009.
	    >>

	    Dividends and Other Payments on Equity Securities

	    The Company declared and paid the following dividends on each of its
outstanding Class A Voting and Class B Non-Voting shares, as follows:


	    <<
	    -------------------------------------------------------------------------
	                                                         Dividend  Dividends
	                                                              per   paid (in
	    Declaration date   Record date        Payment date      share  millions)
	    -------------------------------------------------------------------------

	    November 1, 2007   December 12, 2008  January 1, 2008   $0.125    $   80

	    February 21, 2008  March 6, 2008      April 1, 2008     $ 0.25    $  160
	    April 29, 2008     May 13, 2008       July 2, 2008      $ 0.25    $  160
	    August 19, 2008    September 3, 2008  October 1, 2008   $ 0.25    $  159
	    October 28, 2008   November 25, 2008  January 2, 2009   $ 0.25    $  159

	    February 17, 2009  March 6, 2009      April 1, 2009     $ 0.29    $  184
	    April 29, 2009     May 15, 2009       July 2, 2009      $ 0.29    $  184
	    August 20, 2009    September 9, 2009  October 1, 2009   $ 0.29    $  177
	    -------------------------------------------------------------------------
	    >>

	    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.

	    COMMITMENTS AND CONTRACTUAL OBLIGATIONS

	    Our material obligations under firm contractual arrangements, including
commitments for future payments under long-term debt arrangements, capital
lease obligations and operating lease arrangements, are summarized in our 2008
Annual MD&A, and are further discussed in Notes 14, 15 and 23 of our 2008
Annual Audited Consolidated Financial Statements. There have been no
significant changes to these material contractual obligations since December
31, 2008, except as follows:

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

	    GOVERNMENT REGULATION AND REGULATORY DEVELOPMENTS

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

	    Over-the-Air Television Station Licence Renewals

	    In March 2009, the CRTC issued Broadcasting Notice of Consultation
2009-70-1, which confirmed that fee-for-carriage ("FFC") for local
broadcasters will not be part of the April 2009 proceeding considering
one-year licence renewal applications for private conventional television
stations. FFC will be considered during the group-based renewal proceeding
scheduled for the spring of 2010. In this Notice, the CRTC also asked for
comments on whether the 1% of broadcasting distribution undertaking ("BDU")
gross revenues to be contributed to the Local Programming Improvement Fund
("LPIF") to begin in September 2009 will provide sufficient support for local
programming in non-metropolitan markets. Timing for the implementation of the
new CRTC distant signal regime based on negotiations between broadcasters and
distributors will also be addressed.
	    In late April 2009, the CRTC held a hearing to consider whether Private
Canadian OTA Broadcasters (CTV, Global, Citytv and OMNI) should be relieved of
any of their local or priority programming obligations over the 2009/10
broadcast year. It also considered whether it should impose a 1:1 spending
ratio on Canadian versus U.S. programming and whether it should increase the
BDU contribution to the LPIF from the already-decided 1% level, effective
September 2009.
	    In a May 2009 decision, the CRTC renewed Citytv licences for 1 year
(expiring August 31, 2010) and as requested by Media, OMNI TV's licences for 6
years (expiring August 31, 2015). It rejected applying a spending ratio for
the 2009/10 broadcast year.
	    In a July 2009 decision on the other matters in the proceeding, the CRTC
further decided to raise the LPIF contribution to 1.5% from 1% for one year at
the current time. The CRTC also stated that it was "now of the view that a
negotiated solution for compensation for the free market value of local
conventional television signals is also appropriate" and announced a new
proceeding with an oral hearing starting September 29, 2009. In that
proceeding, it will consider imposing a requirement on BDUs to negotiate with
the broadcasters a FFC using arbitration for settlement if a fee could not be
successfully negotiated. The proceeding will consider tying a BDU's continued
carriage of the U.S. network signals (CBS, NBC, Fox, ABC and PBS) to a
successfully negotiated fee. The proceeding will also establish the framework
for a group-based licence renewal proceeding in 2010 which will consider
group-based expenditures and exhibition requirements for Canadian content and
the digital transition.
	    In August 2009, the CRTC rescheduled the Oral Hearing from September 29,
2009 to November 16, 2009. Where the CRTC had stated in its July 6 notice that
it is of the view that compensation for local conventional television signals
is appropriate, in the August 11 notice, the Commission stated that "the
Commission will proceed with an examination de novo of the question of whether
or not the Commission should put in place a regime for the establishment of
fair value for local conventional television signals. On September 17, 2009,
the Government of Canada issued an Order-in-Council through the Minister of
Canadian Heritage and Official Languages requesting the CRTC to hold hearings
and provide the government with "a report on the implications of implementing
a compensation regime for the value of local television signals, more commonly
known as fee-for-carriage (FFC)." In response to this order the Commission has
scheduled another public process with an Oral Hearing commencing December 7,
2009 to seek wide input on a number of items identified in the
Order-in-Council relevant to FFC. The Report to government and any decisions
on these matters is expected before the end of the first quarter of 2010.

	    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.
	    In June 2009, the House of Commons Standing Committee on Canadian
Heritage released its report. The report did not contain a recommendation on
FFC but did recommend that the LPIF go from 1% to 2.5% with 1% dedicated to
the CBC/Radio Canada. It also recommended the elimination of CRTC Part II
broadcasting fees. The government members on the Committee filed a dissenting
opinion in which they recommended rejecting FFC in any form, whether through a
CRTC-imposed fee or a CRTC-imposed negotiation with arbitration. The report
also recommended that broadcasters be permitted to engage in pharmaceutical
advertising, which is currently prohibited. The Minister of Canadian Heritage
and Official Languages formally responded to the Report in October and
identified the current process of updating the Copyright Act and the
Order-in-Council requesting a report from the CRTC on the implications of FCC
as the focus of the government's ongoing initiatives regarding the future of
television and local programming in Canada.

	    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 in the Band 2500-
	    2696 MHz

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

	    New Media Proceeding

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

	    CRTC Part II Fees

	    In October 2009, the Minister of Canadian Heritage and Official Languages
announced that a settlement had been reached between the Government of Canada
and members of the broadcasting industry, including Cable and Media. Under the
terms of the settlement, the government agreed to forgive the amounts
otherwise owing to it from the industry under the Part II fee regime in
November 2007, 2008 and 2009. The industry had been accruing for these amounts
but had not yet paid them given the CRTC's October 15, 2007 letter to all
broadcast licensees stating it would not collect these fees until there was a
final decision in the Part II fee litigation. Industry-wide, this amounts to
approximately $450 million. In exchange, the Canadian Association of
Broadcasters agreed to discontinue its court action against the Government of
Canada. On a going forward basis, the Government of Canada agreed to recommend
to the CRTC that it amend the Part II fee regulation in order to cap the
annual fee at $100 million per year (with indexed CPI increases annually)
commencing in November 2010. Each broadcasting licensee will pay its share of
the capped fee accordingly based on its percentage of revenue share across all
broadcasting licensees. Although there is no assurance that the CRTC will
amend its regulation and/or amend it prior to November 2010, the CRTC Chair
has advocated publicly that the Part II fees should be eliminated. Management
therefore believes the CRTC will act according to the Government's
recommendation in a timely manner.

	    Third Party ISP Access to Cable Plant

	    In a proceeding initiated by Telecom Notice of Consultation 2009-261, the
CRTC is examining requests from ISPs that the cable industry should be
mandated to extend its current regulated Third Party Internet Access service
to provide dedicated channels to third parties. An Oral Hearing is scheduled
to begin on January 11, 2010. Any imposition of such a requirement would
negatively impact Rogers' network and service offerings. Rogers is opposing
the ISP proposal.

	    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:

	    Wireless Technologies

	    On October 5, 2009 Bell Canada and Telus each announced that their joint
HSPA networks, overlaid on their code division multiple access/evolution data
optimized ("CDMA/EVDO") based wireless networks, will be launched in November
2009, which is earlier than originally announced. This is expected to enable
these companies access to a wider selection of wireless devices, and to
compete for HSPA roaming revenues which are expected to grow over time as HSPA
becomes more widely deployed around the world, both of which will increase
competition at Wireless.

	    Litigation Update

	    In August 2004, a proceeding under the Class Actions Act (Saskatchewan)
was commenced against providers of wireless communications in Canada relating
to the system access fee charged by wireless carriers to some of their
customers. In September 2007, the Saskatchewan Court granted the plaintiffs'
application to have the proceeding certified as a national, "opt-in" class
action. As a national, "opt-in" class action, affected customers outside
Saskatchewan would have to take specific steps to participate in the
proceeding. We applied for leave to appeal the certification decision to the
Saskatchewan Court of Appeal. That application was later adjourned pending the
hearing of certain motions. In December 2007, we brought a motion to stay the
proceeding based on the arbitration clause in our wireless service agreements.
Our motion was granted in February 2008, and the Saskatchewan Court directed
that its order in respect of the certification of the action would exclude
from the class of plaintiffs those customers who are bound by an arbitration
clause. In April 2008, the Class Actions Act (Saskatchewan) was amended to
authorize the certification of national, "opt-out" class actions. In an
"opt-out" class action, affected customers outside of Saskatchewan would
automatically be part of the proceeding in that province. As a consequence of
the amendment, counsel for the plaintiffs brought a motion to amend the
certification order previously granted by the Saskatchewan Court so as to
certify a national, opt-out class action. In May 2009, the Court refused to
grant the requested relief and dismissed the plaintiffs' motion. In August
2009, counsel for the plaintiffs commenced a second proceeding under the Class
Actions Act (Saskatchewan) asserting the same claims against wireless carriers
with respect to the system access fee and brought a motion to discontinue the
first proceeding. Together with the other defendants, we have brought a motion
to strike the new proceeding on the basis that it is an abuse of process and
are opposing the discontinuance of the first proceeding. Our application for
leave to appeal the 2007 certification decision remains adjourned pending the
outcome of these motions.

	    Over-the-Air Television Station Licence Renewals

	    In Broadcasting Notice of Consultation 2009-411, the CRTC announced that
it is "now of the view that a negotiated solution for compensation for the
free market value of local conventional television signals is also
appropriate." In Broadcasting Notice of Consultation 2009-411-3 released on
August 11, 2009, the CRTC announced that "the Commission will proceed with an
examination de novo of the question of whether or not the Commission should
put in place a regime for the establishment of fair value for local
conventional television signals." Any imposition of FCC will increase Rogers'
costs. See the "Over-the-Air Television Station Licence Renewals" section
under "Government Regulation and Regulatory Developments".

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

	    In April 2009, the Ontario Legislature passed the bill prohibiting
wireless handset usage while driving except with the use of Bluetooth or other
hands-free devices. The implementation date is October 26, 2009, with a 3
month grace period during which warnings will be issued. In June 2009,
Manitoba introduced and passed similar legislation. A date for implementation
has not been set. British Columbia and Prince Edward Island are also drafting
legislation. Legislation banning the use of handheld devices while driving,
except when used in conjunction with hands-free devices, already exists in the
provinces of Quebec, New Brunswick, Nova Scotia and Newfoundland and Labrador.

	    Unbundled Local Loop Rates

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

	    KEY PERFORMANCE INDICATORS AND NON-GAAP MEASURES

	    We measure the success of our strategies using a number of key
performance indicators that are defined and discussed in our 2008 Annual MD&A
and this interim quarterly MD&A. These key performance indicators are not
measurements under Canadian or U.S. GAAP, but we believe they allow us to
appropriately measure our performance against our operating strategy as well
as against the results of our peers and competitors. They include:

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

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

	    RELATED PARTY ARRANGEMENTS

	    We have entered into certain transactions with companies, the partners or
senior officers of which are Directors of the Company. During the three and
nine months ended September 30, 2009, total amounts paid by us to these
related parties, directly or indirectly, were $9 million and $23 million,
respectively, compared to $2 million and $4 million for the three and nine
months ended September 30, 2008, respectively. The increase relates primarily
to a printing contract awarded in a competitive tendering process to a company
of which one of the Directors is a senior officer.
	    We have entered into certain transactions with our controlling
shareholder and companies controlled by our controlling shareholder. These
transactions are subject to formal agreements approved by the Audit Committee,
or if material, by the Board of Directors following the recommendation of a
specially constituted independent committee. Total amounts received from these
related parties, during the nine months ended September 30, 2009 and September
30, 2008 were approximately $0.8 million and $0.5 million, respectively.
	    These transactions are recorded at the exchange amount, being the amount
agreed to by the related parties, and are reviewed by the Audit Committee.

	    CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

	    NEW ACCOUNTING STANDARDS

	    Goodwill and Intangible Assets

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

	    Recent Accounting Pronouncements

	    Financial Instruments - Disclosures

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

	    International Financial Reporting Standards ("IFRS")

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

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

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

	    Share-Based Payments

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

	    Employee Benefits

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

	    Borrowing Costs

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

	    Joint Ventures

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

	    Financial Instruments: Transaction Costs

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

	    Customer Loyalty Programs

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

	    Impairment of Assets

	    Canadian GAAP generally uses a two-step approach to impairment testing:
first comparing asset carrying values with undiscounted future cash flows to
determine whether impairment exists; and then measuring any impairment by
comparing asset carrying values with fair values. International Accounting
Standard (IAS) 36, Impairment of Assets ("IAS 36"), uses a one-step approach
for both testing for and measurement of impairment, with asset carrying values
compared directly with the higher of fair value less costs to sell and value
in use (which uses discounted future cash flows). The difference in
methodologies may potentially result in additional asset impairments upon
transition to IFRS.
	    Additionally, under Canadian GAAP assets are grouped at the lowest level
for which identifiable cash flows are largely independent of the cash flows of
other assets and liabilities for impairment testing purposes. IFRS requires
that assets be tested for impairment at the level of cash generating units,
which is the lowest level of assets that generate largely independent cash
inflows. This lower level grouping could result in identification of
impairment more frequently under IFRS, but of potentially smaller amounts.
	    However, with the exception of goodwill, new write-downs may potentially
be offset by the requirement under IAS 36 to reverse any previous impairment
losses where circumstances have changed. Canadian GAAP prohibits reversal of
impairment losses.

	    First-Time Adoption of International Financial Reporting Standards

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

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

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

	    CONTROLS AND PROCEDURES

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

	    SEASONALITY

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

	    2009 GUIDANCE

	    We have no revisions to the 2009 annual financial and operating guidance
ranges which we provided on February 18, 2009 and updated on July 28, 2009.
The reversal of previously accrued CRTC Part II fees during the fourth quarter
of 2009 is not expected to have a significant impact on 2009 adjusted
operating profit, as approximately 80% of these amounts relate to prior
periods and therefore are excluded from 2009 adjusted operating profit. See
the section entitled "Caution Regarding Forward-Looking Statements, Risks and
Assumptions".

	    <<
	    SUPPLEMENTARY INFORMATION
	    Calculations of Wireless Non-GAAP Measures

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

	    Postpaid ARPU (monthly)
	      Postpaid (voice and data)
	       revenue                     $  1,562   $  1,459   $  4,424   $  4,130
	      Divided by: average
	       postpaid wireless voice
	       and data subscribers           6,780      6,187      6,635      6,070
	      Divided by: 3 months for
	       the quarter and 9 months
	       for the year-to-date               3          3          9          9
	                                  -------------------------------------------
	                                   $  76.79   $  78.60   $  74.08   $  75.60

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

	    Prepaid ARPU (monthly)
	      Prepaid (voice and data)
	       revenue                     $     83   $     78   $    223   $    215
	      Divided by: average
	       prepaid subscribers            1,472      1,426      1,471      1,413
	      Divided by: 3 months for
	       the quarter and 9 months
	       for the year-to-date               3          3          9          9
	                                  -------------------------------------------
	                                   $  18.80   $  18.23   $  16.84   $  16.91

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

	    Blended ARPU (monthly)
	      Voice and data revenue       $  1,645   $  1,537   $  4,647   $  4,345
	      Divided by: average
	       wireless voice and
	       data subscribers               8,252      7,613      8,106      7,483
	      Divided by: 3 months for
	       the quarter and 9 months
	       for the year-to-date               3          3          9          9
	                                  -------------------------------------------
	                                   $  66.45   $  67.30   $  63.70   $  64.52

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

	    Adjusted operating
	     profit margin
	      Adjusted operating profit    $    846   $    693   $  2,298   $  2,167
	      Divided by: network revenue     1,645      1,537      4,647      4,345
	                                  -------------------------------------------
	      Adjusted operating
	       profit margin                  51.4%      45.1%      49.5%      49.9%

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



	    SUPPLEMENTARY INFORMATION
	    Calculations of Cable Non-GAAP Measures

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

	    Cable Operations adjusted
	     operating profit margin:
	      Adjusted operating profit    $    325   $    302   $    962   $    873
	      Divided by revenue                773        724      2,279      2,137
	                                  -------------------------------------------
	    Cable Operations adjusted
	     operating profit margin          42.0%      41.7%      42.2%      40.9%
	    -------------------------------------------------------------------------
	    RBS adjusted operating
	     profit margin:
	      Adjusted operating profit    $      8   $     12   $     30   $     45
	      Divided by revenue                126        131        379        394
	                                  -------------------------------------------
	    RBS adjusted operating
	     profit margin                     6.3%       9.2%       7.9%      11.4%
	    -------------------------------------------------------------------------



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

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

	    Operating profit               $  1,152   $  1,085   $  3,267   $  3,176
	    Add (deduct):
	      Stock-based compensation
	       expense (recovery)                 6        (62)       (62)      (125)
	      Adjustment for CRTC Part II
	       fees decision                      -          -          -         31
	      Integration and
	       restructuring expenses            11          2         52         10
	      Contract termination fee           12          -         12          -
	                                  -------------------------------------------
	    Adjusted operating profit      $  1,181   $  1,025   $  3,269   $  3,092
	                                  -------------------------------------------
	                                  -------------------------------------------

	    Net income                     $    485   $    495   $  1,168   $  1,140
	    Add (deduct):
	      Stock-based compensation
	       expense (recovery)                 6        (62)       (62)      (125)
	      Adjustment for CRTC Part II
	       fees decision                      -          -          -         31
	      Integration and
	       restructuring expenses            11          2         52         10
	      Contract termination fee           12          -         12          -
	      Debt issuance costs                 -         16          5         16
	    Income tax impact                    (9)        14         (2)        24
	                                  -------------------------------------------
	    Adjusted net income            $    505   $    465   $  1,173   $  1,096
	                                  -------------------------------------------
	                                  -------------------------------------------

	    Adjusted basic and diluted
	     earnings per share:
	      Adjusted net income          $    505   $    465   $  1,173   $  1,096
	      Divided by: weighted
	       average number of
	       shares outstanding               616        637        627        639
	                                  -------------------------------------------
	    Adjusted basic and diluted
	     earnings per share            $   0.82   $   0.73   $   1.87   $   1.72
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------



	    SUPPLEMENTARY INFORMATION
	    Quarterly Consolidated Financial Summary

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

	    Income Statement
	    Operating Revenue
	      Wireless              $  1,544  $  1,616  $  1,760
	      Cable                      968       972       989
	      Media                      284       366       364
	      Corporate and
	       eliminations              (49)      (63)      (77)
	    -----------------------------------------------------
	                               2,747     2,891     3,036
	    -----------------------------------------------------

	    Operating profit (loss)
	     before the undernoted
	      Wireless                   710       742       846
	      Cable                      324       332       329
	      Media                      (10)       37        36
	      Corporate and
	       eliminations              (19)      (28)      (30)
	    -----------------------------------------------------
	                               1,005     1,083     1,181
	      Stock-based
	       compensation recovery
	       (expense)(1)               81       (13)       (6)
	      Integration and
	       restructuring
	       expenses(2)                (4)      (37)      (11)
	      Adjustment for CRTC
	       Part II fees
	       decision(3)                 -         -         -
	      Contract
	       renegotiation fee(6)        -         -         -
	      Contract
	       termination fee(7)          -         -       (12)
	    -----------------------------------------------------
	    Operating profit(4)        1,082     1,033     1,152
	    Depreciation and
	     amortization                444       446       416
	    Impairment losses on
	     goodwill, intangible
	     assets and other
	     long-term assets(5)           -         -         -
	    -----------------------------------------------------
	    Operating income             638       587       736
	    Interest on
	     long-term debt             (152)     (156)     (166)
	    Debt issuance costs            -        (5)        -
	    Other income (expense)       (17)       73        44
	    Income tax expense          (160)     (125)     (129)
	    -----------------------------------------------------
	    Net income (loss) for
	     the period             $    309  $    374  $    485
	    -----------------------------------------------------
	    -----------------------------------------------------

	    Net income (loss) per
	     share:
	      Basic                 $   0.49  $   0.59  $   0.79
	      Diluted               $   0.49  $   0.59  $   0.79

	    Additions to property,
	     plant and equipment(4) $    359  $    434  $    491
	    -----------------------------------------------------


	                                                2008                    2007
	    --------------------------------------------------------------- ---------
	    (In millions of
	     dollars, except per
	     share amounts)               Q1        Q2        Q3        Q4        Q4
	    --------------------------------------------------------------- ---------

	    Income Statement
	    Operating Revenue
	      Wireless              $  1,431  $  1,522  $  1,727  $  1,655  $  1,466
	      Cable                      925       938       961       985       923
	      Media                      307       409       386       394       364
	      Corporate and
	       eliminations              (54)      (66)      (92)      (93)      (66)
	    --------------------------------------------------------------- ---------
	                               2,609     2,803     2,982     2,941     2,687
	    --------------------------------------------------------------- ---------

	    Operating profit (loss)
	     before the undernoted
	      Wireless                   705       769       693       639       658
	      Cable                      303       304       318       313       265
	      Media                        2        52        43        46        63
	      Corporate and
	       eliminations              (26)      (36)      (29)      (30)      (29)
	    --------------------------------------------------------------- ---------
	                                 984     1,089     1,025       968       957
	      Stock-based
	       compensation recovery
	       (expense)(1)              116       (53)       62       (25)       (4)
	      Integration and
	       restructuring
	       expenses(2)                (5)       (3)       (2)      (41)      (17)
	      Adjustment for CRTC
	       Part II fees
	       decision(3)                 -       (37)        -         -         -
	      Contract
	       renegotiation fee(6)        -         -         -         -       (52)
	      Contract
	       termination fee(7)          -         -         -         -         -
	    --------------------------------------------------------------- ---------
	    Operating profit(4)        1,095       996     1,085       902       884
	    Depreciation and
	     amortization                440       420       429       471       408
	    Impairment losses on
	     goodwill, intangible
	     assets and other
	     long-term assets(5)           -         -         -       294         -
	    --------------------------------------------------------------- ---------
	    Operating income             655       576       656       137       476
	    Interest on
	     long-term debt             (138)     (133)     (147)     (157)     (138)
	    Debt issuance costs            -         -       (16)        -         -
	    Other income (expense)        (3)       11        16       (31)        -
	    Income tax expense          (170)     (153)      (14)      (87)      (84)
	    --------------------------------------------------------------- ---------
	    Net income (loss) for
	     the period             $    344  $    301  $    495  $   (138) $    254
	    --------------------------------------------------------------- ---------
	    --------------------------------------------------------------- ---------

	    Net income (loss) per
	     share:
	      Basic                 $   0.54  $   0.47  $   0.78  $  (0.22) $   0.40
	      Diluted               $   0.54  $   0.47  $   0.78  $  (0.22) $   0.40

	    Additions to property,
	     plant and equipment(4) $    321  $    481  $    436  $    783  $    624
	    --------------------------------------------------------------- ---------

	    (1) See the section entitled "Stock-based Compensation."
	    (2) Costs incurred relate to severances resulting from the restructuring
	        of our employee base to combine the Cable and Wireless businesses
	        into a communications organization and to improve our cost structure
	        in light of the current economic conditions, severances and
	        restructuring expenses related to the outsourcing of certain
	        information technology functions, 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 in 2008 of CRTC Part II fees related to
	        prior periods.
	    (4) As defined. See the section entitled "Key Performance Indicators and
	        Non-GAAP Measures".
	    (5) In the fourth quarter of 2008, we determined that the fair value of
	        the conventional television business of Media was lower than its
	        carrying value. This primarily resulted from weakening 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!.
	    (7) Relates to the termination of a Blue Jays player contract prior to
	        the end of the contact term.



	    SUPPLEMENTARY INFORMATION
	    Adjusted Quarterly Consolidated Financial Summary(1)

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

	    Income Statement
	    Operating Revenue
	      Wireless              $  1,544  $  1,616  $  1,760
	      Cable                      968       972       989
	      Media                      284       366       364
	      Corporate and
	       eliminations              (49)      (63)      (77)
	    -----------------------------------------------------
	                               2,747     2,891     3,036
	    -----------------------------------------------------

	    Adjusted operating
	     profit (loss)(2)
	      Wireless                   710       742       846
	      Cable                      324       332       329
	      Media                      (10)       37        36
	      Corporate and
	       eliminations              (19)      (28)      (30)
	    -----------------------------------------------------
	                               1,005     1,083     1,181
	    Depreciation and
	     amortization                444       446       416
	    -----------------------------------------------------
	    Adjusted operating
	     income                      561       637       765
	    Interest on
	     long-term debt             (152)     (156)     (166)
	    Other income (expense)       (17)       73        44
	    Income tax expense          (136)     (142)     (138)
	    -----------------------------------------------------
	    Adjusted net income
	     for the period         $    256  $    412  $    505
	    -----------------------------------------------------
	    -----------------------------------------------------

	    Adjusted net income
	     per share:
	      Basic                 $   0.40  $   0.65  $   0.82
	      Diluted               $   0.40  $   0.65  $   0.82

	    Additions to property,
	     plant and equipment(2) $    359  $    434  $    491
	    -----------------------------------------------------


	                                                2008                    2007
	    --------------------------------------------------------------- ---------
	    (In millions of
	     dollars, except per
	     share amounts)               Q1        Q2        Q3        Q4        Q4
	    --------------------------------------------------------------- ---------

	    Income Statement
	    Operating Revenue
	      Wireless              $  1,431  $  1,522  $  1,727  $  1,655  $  1,466
	      Cable                      925       938       961       985       923
	      Media                      307       409       386       394       364
	      Corporate and
	       eliminations              (54)      (66)      (92)      (93)      (66)
	    --------------------------------------------------------------- ---------
	                               2,609     2,803     2,982     2,941     2,687
	    --------------------------------------------------------------- ---------

	    Adjusted operating
	     profit (loss)(2)
	      Wireless                   705       769       693       639       658
	      Cable                      303       304       318       313       265
	      Media                        2        52        43        46        63
	      Corporate and
	       eliminations              (26)      (36)      (29)      (30)      (29)
	    --------------------------------------------------------------- ---------
	                                 984     1,089     1,025       968       957
	    Depreciation and
	     amortization                440       420       429       471       408
	    --------------------------------------------------------------- ---------
	    Adjusted operating
	     income                      544       669       596       497       549
	    Interest on
	     long-term debt             (138)     (133)     (147)     (157)     (138)
	    Other income (expense)        (3)       11        16       (31)        -
	    Income tax expense          (133)     (183)        -      (145)     (109)
	    --------------------------------------------------------------- ---------
	    Adjusted net income
	     for the period         $    270  $    364  $    465  $    164  $    302
	    --------------------------------------------------------------- ---------
	    --------------------------------------------------------------- ---------

	    Adjusted net income
	     per share:
	      Basic                 $   0.42  $   0.57  $   0.73  $   0.26  $   0.47
	      Diluted               $   0.42  $   0.57  $   0.73  $   0.26  $   0.47

	    Additions to property,
	     plant and equipment(2) $    321  $    481  $    436  $    783  $    624
	    --------------------------------------------------------------- ---------

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



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

	    -------------------------------------------------------------------------
	                                     Three months ended    Nine months ended
	                                        September 30,         September 30,
	                                       2009       2008       2009       2008
	    -------------------------------------------------------------------------

	    Operating revenue              $  3,036   $  2,982   $  8,674   $  8,394

	    Operating expenses:
	      Cost of sales                     345        442        983        895
	      Sales and marketing               300        343        877        953
	      Operating, general and
	       administrative                 1,228      1,110      3,495      3,360
	      Integration and restructuring      11          2         52         10
	      Depreciation and amortization     416        429      1,306      1,289
	    -------------------------------------------------------------------------

	    Operating income                    736        656      1,961      1,887
	    Interest on long-term debt         (166)      (147)      (474)      (418)
	    Debt issuance costs                   -        (16)        (5)       (16)
	    Foreign exchange gain (loss)         72        (16)       123        (22)
	    Change in fair value of
	     derivative instruments             (27)        20        (28)        21
	    Other income (expense), net          (1)        12          5         25
	    -------------------------------------------------------------------------
	    Income before income taxes          614        509      1,582      1,477
	    -------------------------------------------------------------------------

	    Income tax expense:
	      Current                           112          1        111          2
	      Future                             17         13        303        335
	      -----------------------------------------------------------------------
	                                        129         14        414        337

	    -------------------------------------------------------------------------
	    Net income for the period      $    485   $    495   $  1,168   $  1,140
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------

	    Net income per share:
	      Basic and diluted            $   0.79   $   0.78   $   1.86   $   1.79
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------



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

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

	    Current assets:
	      Cash and cash equivalents                      $     168     $       -
	      Accounts receivable                                1,240         1,403
	      Other current assets                                 438           442
	      Current portion of derivative instruments              7             -
	      Future income tax assets                             171           451
	      -----------------------------------------------------------------------
	                                                         2,024         2,296

	    Property, plant and equipment                        8,032         7,898
	    Goodwill                                             3,019         3,024
	    Intangible assets                                    2,670         2,761
	    Investments                                            333           343
	    Derivative instruments                                 149           507
	    Other long-term assets                                 332           253

	    -------------------------------------------------------------------------
	                                                     $  16,559     $  17,082
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------

	    Liabilities and Shareholders' Equity

	    Current liabilities:
	      Bank advances, arising from
	       outstanding cheques                           $       -     $      19
	      Accounts payable and accrued liabilities           2,198         2,412
	      Current portion of long-term debt                    430             1
	      Current portion of derivative instruments             69            45
	      Unearned revenue                                     265           239
	      -----------------------------------------------------------------------
	                                                         2,962         2,716

	    Long-term debt                                       7,582         8,506
	    Derivative instruments                                 970           616
	    Other long-term liabilities                            154           184
	    Future income tax liabilities                          361           344
	    -------------------------------------------------------------------------
	                                                        12,029        12,366

	    Shareholders' equity                                 4,530         4,716

	    -------------------------------------------------------------------------
	                                                     $  16,559     $  17,082
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------



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

	    Nine months ended September 30, 2009

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

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

	    As restated,
	     January 1, 2009                  72     112,462         488     523,430
	    Net income for the period          -           -           -           -
	    Shares issued on exercise
	     of stock options                  -           -           5         173
	    Dividends declared                 -           -           -           -
	    Repurchase of Class B
	     Non-Voting shares                 -           -         (28)    (30,341)
	    Other comprehensive income         -           -           -           -
	    -------------------------------------------------------------------------
	    Balances,
	     September 30, 2009          $    72     112,462     $   465     493,262
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------


	    -------------------------------------------------------------------------
	                                                     Accumulated
	                                                           other       Total
	                                                          compre-      share-
	                             Contributed    Retained     hensive     holders'
	                                 surplus    earnings      income      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          -       1,168           -       1,168
	    Shares issued on exercise
	     of stock options                  -           -           -           5
	    Dividends declared                 -        (545)          -        (545)
	    Repurchase of Class B
	     Non-Voting shares              (857)        (32)          -        (917)
	    Other comprehensive income         -           -         103         103
	    -------------------------------------------------------------------------
	    Balances,
	     September 30, 2009          $ 2,703     $ 1,282     $     8     $ 4,530
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------



	    Nine months ended September 30, 2008

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

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

	    As restated,
	     January 1, 2008                  72     112,462         471     527,005
	    Net income for the period          -           -           -           -
	    Shares issued on exercise
	     of stock options                  -           -          12         275
	    Dividends declared                 -           -           -           -
	    Repurchase of Class B
	     Non-Voting shares                 -           -          (4)     (4,077)
	    Other comprehensive income         -           -           -           -
	    -------------------------------------------------------------------------
	    Balances,
	     September 30, 2008          $    72     112,462     $   479     523,203
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------


	    -------------------------------------------------------------------------
	                                                     Accumulated
	                                                           other       Total
	                                                          compre-      share-
	                             Contributed    Retained     hensive     holders'
	                                 surplus    earnings      income      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          -       1,140           -       1,140
	    Shares issued on exercise
	     of stock options                  -           -           -          12
	    Dividends declared                 -        (478)          -        (478)
	    Repurchase of Class B
	     Non-Voting shares              (129)         (4)          -        (137)
	    Other comprehensive income         -           -          15          15
	    -------------------------------------------------------------------------
	    Balances,
	     September 30, 2008          $ 3,560     $   989     $    65     $ 5,165
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------



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

	    -------------------------------------------------------------------------
	                                     Three months ended    Nine months ended
	                                        September 30,         September 30,
	                                       2009       2008       2009       2008
	    -------------------------------------------------------------------------

	    Net income for the period      $    485   $    495   $  1,168   $  1,140

	    Other comprehensive income
	     (loss):
	      Change in fair value of
	       available-for-sale
	       investments:
	        Increase (decrease) in
	         fair value                      26         19        (25)       (86)
	      -----------------------------------------------------------------------

	      Cash flow hedging derivative
	       instruments:
	        Change in fair value of
	         derivative instruments        (477)       300       (710)       292
	        Reclassification to net
	         income of foreign
	         exchange gain (loss)           469       (222)       791       (350)
	        Reclassification to net
	         income of accrued interest      22         30         39        100
	        ---------------------------------------------------------------------
	                                         14        108        120         42
	      -----------------------------------------------------------------------

	      Other comprehensive income
	       (loss) before income taxes        40        127         95        (44)
	      Related income taxes               10         33          8         59
	      -----------------------------------------------------------------------
	                                         50        160        103         15

	    -------------------------------------------------------------------------
	    Total comprehensive income     $    535   $    655   $  1,271   $  1,155
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------



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

	    -------------------------------------------------------------------------
	                                     Three months ended    Nine months ended
	                                        September 30,         September 30,
	                                       2009       2008       2009       2008
	    -------------------------------------------------------------------------

	    Cash provided by (used in):

	    Operating activities:
	      Net income for the period    $    485   $    495   $  1,168   $  1,140
	      Adjustments to reconcile
	       net income for the period
	       to cash flows from
	       operating activities:
	        Depreciation and
	         amortization                   416        429      1,306      1,289
	        Program rights and Rogers
	         Retail rental amortization      42         31        119        103
	        Future income taxes              17         13        303        335
	        Unrealized foreign
	         exchange loss (gain)           (67)        12       (114)        12
	        Change in the value of
	         derivative instruments          27        (20)        28        (21)
	        Pension contributions,
	         net of expense                 (73)        (4)       (92)       (13)
	        Stock-based compensation
	         expense (recovery)               6        (62)       (62)      (125)
	        Amortization of fair
	         value increment on
	         long-term debt                  (1)        (1)        (4)        (4)
	        Other                             5          -          5        (11)
	      -----------------------------------------------------------------------
	                                        857        893      2,657      2,705
	      Change in non-cash operating
	       working capital items            362         (7)       126       (251)
	      -----------------------------------------------------------------------
	                                      1,219        886      2,783      2,454
	    -------------------------------------------------------------------------

	    Investing activities:
	      Additions to property, plant
	       and equipment ("PP&E")          (491)      (436)    (1,284)    (1,238)
	      Change in non-cash working
	       capital items related to PP&E     32        (53)       (91)      (107)
	      Acquisition of spectrum
	       licences                         (25)    (1,008)       (40)    (1,008)
	      Acquisitions, net of cash and
	       cash equivalents acquired         (5)       (44)       (16)      (191)
	      Additions to program rights       (39)       (17)      (131)       (95)
	      Other                              (1)        (7)        (6)         -
	      -----------------------------------------------------------------------
	                                       (529)    (1,565)    (1,568)    (2,639)
	    -------------------------------------------------------------------------

	    Financing activities:
	      Issuance of long-term debt          -      3,019      1,825      3,799
	      Repayment of long-term debt        (1)    (1,700)    (1,411)    (2,680)
	      Payment on re-couponing of
	       cross-currency interest rate
	       exchange agreements                -       (375)         -       (375)
	      Repurchase of Class B
	       Non-Voting shares               (408)       (97)      (917)      (137)
	      Issuance of capital stock on
	       exercise of stock options          2          -          2          2
	      Dividends paid                   (184)      (160)      (527)      (400)
	      -----------------------------------------------------------------------
	                                       (591)       687     (1,028)       209
	    -------------------------------------------------------------------------

	    Increase in cash and cash
	     equivalents                         99          8        187         24

	    Cash and cash equivalents
	     (deficiency), beginning
	     of period                           69        (45)       (19)       (61)

	    -------------------------------------------------------------------------
	    Cash and cash equivalents
	     (deficiency), end of period   $    168   $    (37)  $    168   $    (37)
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------

	    Supplemental cash flow
	     information:
	      Income taxes paid            $      1   $      1   $      1   $      1
	      Interest paid                     147         97        454        370

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

	    The change in non-cash
	     operating working capital
	     items is as follows:
	      Decrease (increase) in
	       accounts receivable         $    (57)  $   (134)  $    165   $    (74)
	      Decrease (increase) in
	       other assets                      27         45         16        (71)
	      Increase (decrease) in
	       accounts payable and
	       accrued liabilities              407        103        (80)      (105)
	      Increase (decrease) in
	       unearned revenue                 (15)       (21)        25         (1)
	    -------------------------------------------------------------------------
	                                   $    362   $     (7)  $    126   $   (251)
	    -------------------------------------------------------------------------
	    -------------------------------------------------------------------------
	    >>

	    Cash and cash equivalents (deficiency) is 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 third quarter 2009 Notes to the Unaudited Interim Consolidated
Financial Statements that can be found at www.rogers.com and on SEDAR at
www.sedar.com or on EDGAR at www.sec.gov.

	    Caution Regarding Forward-Looking Statements, Risks and Assumptions

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

	    Additional Information

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

	    About the Company

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

	    Quarterly Investment Community Conference Call

	    As previously announced by press release, a live Webcast of our quarterly
results conference call with the investment community will be broadcast via
the Internet at www.rogers.com/webcast beginning at 8:30 a.m. ET today,
October 27, 2009. A rebroadcast of this call will be available on the Webcast
Archive page of the Investor Relations section of www.rogers.com for a period
of at least two weeks following the conference call.

	    %CIK: 0000733099

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

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

CNW 08:41e 27-OCT-09