Quarterly Revenue Grows to $2.0 Billion, Operating Profit Increases to Nearly $600 million, and Strong Subscriber Growth Continues; TORONTO, April 25 /PRNewswire-FirstCall/ -- Rogers Communications Inc. today announced its consolidated financial and operating results for the three months ended March 31, 2006. Financial highlights (in thousands of dollars, except per share amounts) are as follows: ------------------------------------------------------------------------- Three Months Ended March 31, 2006 2005 % Change ------------------------------------------------------------------------- Operating revenue $ 2,031,752 $ 1,582,415 28.4 Operating profit(1) 596,292 475,224 25.5 Net income (loss) 14,817 (46,027) n/m Earnings (loss) per share 0.05 (0.17) 129.4 ------------------------------------------------------------------------- (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 generally accepted accounting principles ("GAAP"). See the "Reconciliation of Operating Profit to Net Income (Loss) for the Period" section for a reconciliation of operating profit to operating income and net income (loss) under GAAP and the "Key Performance Indicators and Non-GAAP Measures" section. Highlights of the first quarter of 2006 include the following: - Operating revenue increased 28.4% for the quarter with growth coming from all three of our operating units, including 20.1% growth at Rogers Wireless ("Wireless"), 53.2% growth at Rogers Cable and Telecom ("Cable and Telecom") and 9.5% growth at Rogers Media ("Media"). On a pro forma basis, assuming the acquisition of Call-Net Enterprises Inc. ("Call-Net") had occurred on January 1, 2004, consolidated revenue growth would have been 12.9%. - Consolidated quarterly operating profit grew 25.5% year-over-year, primarily driven by 35.8% growth at Wireless, 17.1% growth at Cable and Telecom and 15.9% growth at Media. On a pro forma basis, assuming the acquisition of Call-Net had occurred on January 1, 2004, consolidated operating profit growth would have been 16.8%. - We changed our segment reporting during the quarter to now report financial and operating results under the following three operating units: Wireless; Cable and Telecom; and Media. The segment reporting for Wireless and Media has not changed. The Cable and Telecom operating unit reports results for the following segments: Cable and Internet, Rogers Home Phone (voice-over-cable telephony subscribers from Cable and residential circuit-switched telephony customers from Telecom), Rogers Business Solutions (business telephony and data subscribers primarily from Telecom) and Video store operations. - Postpaid voice and data subscriber growth continued to be strong at Wireless, where quarterly net additions of 89,600 subscribers reflected a modest increase from the strong postpaid subscriber growth reported in the first quarter of 2005. Postpaid subscriber levels are up 14.8% year-over-year while total postpaid and prepaid subscribers are up 11.4%, reflecting Wireless' continued focus on the more profitable postpaid segment of the market. - Wireless postpaid subscriber monthly churn continued to decrease, down 43 basis points to 1.47% versus 1.90% in the first quarter of 2005, while postpaid monthly ARPU (average revenue per subscriber) increased 5.1% in the quarter to $62.20. This increase reflects a 72.0% lift in data revenues, which represented 10.3% of total network revenue in the quarter as well as continued growth in roaming and optional services. - Following a successful trial, Wireless announced that it has begun deploying a third-generation ("3G") wireless network based upon the UMTS/HSDPA (Universal Mobile Telecommunications System/High-Speed Downlink Packet Access) standard. This network will provide data speeds superior to those offered by other 3G wireless technologies and will enable Wireless to add incremental voice and data capacity at significantly lower costs. - Cable and Telecom ended the quarter with nearly one-half million Home Phone subscriber lines, with net additions of 48,700 cable telephony subscriber lines and 11,400 circuit-switched telephony subscriber lines since December 31, 2005. Cable and Telecom continued to expand the availability of its Home Phone voice-over-cable telephony service through the first quarter of 2006, with service now available to approximately 85% of the homes in its cable service areas. - Cable and Telecom added 50,000 net digital cable subscribers (households) representing a 35.9% increase over the growth experienced during the first quarter of 2005 of 36,800, while residential high-speed Internet subscribers grew by 40,300 in this quarter to a total of 1,176,500. - At the end of the quarter, Rogers launched a broadband fixed wireless service in 20 cities across Canada as the first offering enabled by its Inukshuk joint venture. This service gives customers wireless portable access to Rogers Yahoo! Hi-Speed Internet services at speeds up to 1.5 Mbps. - On February 14, 2006, we repaid at maturity the $75.0 million aggregate principal amount outstanding of our 10.5% Senior Notes so that virtually all long-term debt resides at Cable and Telecom, Wireless and Media. "This quarter represents a strong start for 2006 as increasing numbers of Canadians chose Rogers as their provider of choice for communication and entertainment services," said Ted Rogers, President and CEO of Rogers Communications Inc. "While in 2005 we focused heavily on the integration of acquisitions and on reorganizing our operations, 2006 is all about execution and continuing to deliver on our core strategy of profitable growth and driving innovation to add value to the lives of our customers." ROGERS COMMUNICATIONS INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FIRST QUARTER ENDED MARCH 31, 2006 This management's discussion and analysis ("MD&A") should be read in conjunction with our 2005 Annual MD&A and our 2005 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 23 to our 2005 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, 2005. This MD&A is current as of April 24, 2006. In this MD&A, the terms "we", "us", "our", and "the Company" refer to Rogers Communications Inc. and our subsidiaries, which are reported in the following segments: - "Wireless", which refers to our wholly owned subsidiary Rogers Wireless Communications Inc. and its subsidiaries, including Rogers Wireless Inc. ("RWI") and its subsidiaries; - "Cable and Telecom", which refers to our wholly owned subsidiary Rogers Cable Inc. and its subsidiaries. RCI acquired Call-Net Enterprises Inc. on July 1, 2005 and subsequently changed its name to Rogers Telecom Holdings Inc. ("RTHI"). The results of RTHI and RTHI's operating subsidiaries ("Telecom") are consolidated effective as of the July 1, 2005 acquisition date. Telecom is a Canadian integrated communications solutions provider of home phone, long distance and Internet Protocol ("IP") services to households, and local, long distance, toll free, enhanced voice, data and IP services to businesses across Canada. On January 9, 2006, RCI's ownership interest in Telecom was transferred to Rogers Cable Inc. from RTHI. Beginning with the first quarter of 2006, the Cable and Telecom operating unit reports its results according to the following segments: Cable and Internet; Rogers Home Phone (voice-over-cable telephony subscribers from Cable and residential circuit-switched telephony customers from Telecom); Rogers Business Solutions (business telephony and data subscribers primarily from Telecom); and Video store operations. Comparative figures have been reclassified to conform to this new segment reporting. - "Media", which refers to our wholly owned subsidiary Rogers Media Inc. and its subsidiaries including Rogers Broadcasting, which owns 46 radio stations across Canada; OMNI television with stations in Ontario, British Columbia and Manitoba; Rogers Sportsnet; The Shopping Channel; Rogers Publishing and Rogers Sports Entertainment which owns the Toronto Blue Jays and the Rogers Centre. In addition, Media holds ownership interests in Dome Productions (50%), and Canadian Broadcast Sales (50%) as well as interests in several specialty television services such as Viewers Choice Canada, Outdoor Life Network, The Biography Channel and G4TechTV. "RCI" refers to the legal entity Rogers Communications Inc. excluding our subsidiaries. Throughout this MD&A, percentage changes are calculated using numbers rounded to the decimal to which they appear. SUMMARY CONSOLIDATED FINANCIAL RESULTS ------------------------------------------------------------------------- (In millions of dollars, except per share amounts and margin) Three Months Ended March 31, 2006 2005(4) % Chg ------------------------------------------------------------------------- Operating revenue Wireless $ 1,051.2 $ 875.4 20.1 Cable and Telecom Cable and Internet 464.7 421.5 10.2 Rogers Home Phone 80.4 - n/m Rogers Business Solutions 148.9 1.1 n/m Video Stores 81.0 83.6 (3.1) Corporate items and eliminations (1.0) (0.9) n/m ---------------------------------- 774.0 505.3 53.2 Media 240.1 219.3 9.5 Corporate items and eliminations (33.6) (17.6) 90.9 ---------------------------------- Total $ 2,031.7 $ 1,582.4 28.4 Operating expenses, including integration and Video store closure expenses Wireless $ 646.1 $ 577.0 12.0 Cable and Telecom Cable and Internet 269.1 245.1 9.8 Rogers Home Phone 75.7 - n/m Rogers Business Solutions 136.1 4.0 n/m Video Stores 79.5 76.4 4.1 Integration costs 2.9 - n/m Corporate items and eliminations (1.0) (0.9) n/m ---------------------------------- 562.3 324.6 73.2 Media 227.0 208.0 9.1 Corporate items and eliminations - (2.4) (100.0) ---------------------------------- Total $ 1,435.4 $ 1,107.2 29.6 Operating profit, after integration and Video store closure expenses(1) Wireless $ 405.1 $ 298.4 35.8 Cable and Telecom Cable and Internet 195.6 176.4 10.9 Rogers Home Phone 4.7 - n/m Rogers Business Solutions 12.8 (2.9) n/m Video Stores 1.5 7.2 (79.2) Integration costs (2.9) - n/m ---------------------------------- 211.7 180.7 17.2 Media 13.1 11.3 15.9 Corporate items and eliminations (33.6) (15.2) 121.1 ---------------------------------- Total $ 596.3 475.2 25.5 ---------------------------------- Other income and expense, net(2) 581.5 521.2 11.6 ---------------------------------- Net income (loss) $ 14.8 $ (46.0) n/m ---------------------------------- Earnings (loss) per share - basic and diluted $ 0.05 $ (0.17) (129.4) Additions to PP&E(1) Wireless $ 114.9 $ 119.2 (3.6) Cable and Telecom Cable and Internet 81.9 86.8 (5.6) Rogers Home Phone 21.6 23.9 (9.6) Rogers Business Solutions 7.5 1.6 n/m Video Stores 1.1 3.6 (69.4) ---------------------------------- 112.1 115.9 (3.3) Media 9.2 13.5 (31.9) Corporate(3) 103.8 11.8 n/m ---------------------------------- Total $ 340.0 $ 260.4 30.6 ---------------------------------- ------------------------------------------------------------------------- (1) As defined. See the "Key Performance Indicators and Non-GAAP Measures" section. Operating profit includes integration and Video store closure expenses of $6.2 million (2005 - $3.9 million) and $4.8 million, respectively. (2) See the "Reconciliation of Operating Profit to Net Income (Loss) for the Period" section for details of these amounts. (3) Includes RCI's purchase of real estate in Brampton for a total purchase price of $99.8 million, including acquisition costs. (4) Certain prior year numbers have been reclassified to conform with the current year presentation. For discussions of the results of operations of each of these segments, refer to the respective segment sections of this MD&A. Reconciliation of Operating Profit to Net Income (Loss) for the Period The items listed below represent the consolidated income and expense amounts that are required to reconcile operating profit to the net income (loss) for the period as defined under Canadian GAAP. For details of these amounts on a segment-by-segment basis and for an understanding of intersegment eliminations on consolidation, the following section should be read in conjunction with Note 9 to the Interim Consolidated Financial Statements titled "Segmented Information". ------------------------------------------------------------------------- (In millions of dollars) Three Months Ended March 31, 2006 2005 % Chg ------------------------------------------------------------------------- Operating profit(1) $ 596.3 $ 475.2 25.5 Depreciation and amortization (386.1) (341.6) 13.0 -------------------------------- Operating income 210.2 133.6 57.3 Interest on long-term debt and other (161.6) (184.8) (12.6) Foreign exchange loss (4.3) (6.0) (28.3) Change in the fair value of derivative instruments 3.1 4.8 (35.4) Other income 2.3 9.9 (76.8) Income tax expense (34.9) (3.5) n/m ------------------------------------------------------------------------- Net income (loss) for the period $ 14.8 $ (46.0) n/m ------------------------------------------------------------------------- (1) As defined. See the "Key Performance Indicators and Non-GAAP Measures" section. Depreciation and Amortization Expense Depreciation and amortization expense for the three months ended March 31, 2006 increased 13.0% primarily due to the additional depreciation and amortization recognized for the fixed assets and intangible assets that arose from the acquisition of Telecom. Operating Income Our consolidated operating income of $210.2 million for the three months ended March 31, 2006 increased 57.3%, as compared to the corresponding period in 2005, primarily as a result of higher operating profit across all of our operating units. Interest on Long-Term Debt Interest expense of $161.6 million in the three months ended March 31, 2006 decreased by $23.2 million compared to the corresponding period in 2005. This decrease was primarily due to the decrease in debt of approximately $840.0 million at March 31, 2006 compared to March 31, 2005. The decrease in debt was largely the result of the conversions of our 5.75% Convertible Debentures due 2005 and our 5.5% Convertible Preferred Securities due 2009 into Class B Non-Voting shares during 2005. Foreign Exchange Loss The $4.3 million foreign exchange loss in the three months ended March 31, 2006 decreased slightly from a $6.0 million foreign exchange loss in the corresponding period in 2005. The Canadian dollar weakened by 0.60 cents during the three months ended March 31, 2005 compared to a 0.29 cent decrease in the Canadian dollar versus the U.S. dollar in the three months ended March 31, 2006, from $1.1659 at December 31, 2005 to $1.1630 at March 31, 2006. Change in Fair Value of Derivative Instruments The gain of $3.1 million in the three months ended March 31, 2006 was a result of the weakening of the Canadian dollar relative to that of the U.S. dollar as described above and the resulting change in fair value of our cross- currency interest rate exchange agreements not accounted for as hedges. Other Income Other income of $2.3 million for the three months ended March 31, 2006 was primarily associated with distributions received from certain of our investments. Income Tax Expense Current income taxes for the three months ended March 31, 2006 and for the corresponding period in 2005 consisted primarily of the Federal Large Corporations Tax. During the three months ended March 31, 2006, we recorded future income tax expense of $32.2 million, compared to no future income tax expense for the corresponding period in 2005. The future income tax expense in the current period resulted primarily from the utilization of non-capital loss carryforwards, the benefit of which had been recognized at December 31, 2005. The 70.2% effective rate of income tax differs significantly from the statutory rate of 36.1%. This difference arises primarily from an increase in the valuation allowance related to current period losses realized in unprofitable subsidiaries. Net Income (Loss) and Earnings (Loss) Per Share We recorded net income of $14.8 million for the three months ended March 31, 2006, or basic earnings per share of $0.05 (diluted - $0.05), compared to a loss of $46.0 million or loss per share of $0.17 (diluted - $0.17) in the corresponding period in 2005. BASIS OF PRO FORMA INFORMATION Certain financial and operating data information in the MD&A has been prepared on a pro forma basis as if the acquisition of Telecom, as described in our 2005 Annual MD&A, had occurred on January 1, 2004. Such information is based on our historical financial statements, the historical financial statements of Telecom and the accounting for this business combination. Although we believe this presentation provides certain relevant contextual and comparative information for existing operations, the unaudited pro forma consolidated financial and operating data presented in this document is for illustrative purposes only and does not purport to represent what the results of operations actually would have been if the acquisition of Telecom had occurred on January 1, 2004, nor does it purport to project the results of operations for any future period. This pro forma information reflects, among other things, adjustments to Telecom's historically reported financial information to conform to our accounting policies and the impacts of purchase accounting. The pro forma adjustments are based upon certain estimates and assumptions that we believe are reasonable. Accounting policies used in the preparation of these statements are those disclosed in our 2005 Annual Audited Consolidated Financial Statements and Notes thereto. Certain tables in the "Cable and Telecom" section present selected unaudited pro forma information. OPERATING UNIT REVIEW WIRELESS -------- Wireless Financial Results ------------------------------------------------------------------------- Three Months Ended March 31, (In millions of dollars, --------------------------------- except margin) 2006 2005 % Chg ------------------------------------------------------------------------- Operating revenue Postpaid (voice and data) $ 906.8 $ 750.2 20.9 Prepaid 46.6 48.1 (3.1) One-way messaging 3.4 5.0 (32.0) --------------------------------- Network revenue 956.8 803.3 19.1 Equipment sales 94.4 72.1 30.9 --------------------------------- Total operating revenue 1,051.2 875.4 20.1 Operating expenses Cost of equipment sales $ 194.6 $ 159.6 21.9 Sales and marketing expenses 128.2 124.0 3.4 Operating, general and administrative expenses 320.0 289.5 10.5 Integration expenses(1) 3.3 3.9 (15.4) --------------------------------- Total operating expenses 646.1 577.0 12.0 --------------------------------- Operating profit(2)(3) $ 405.1 $ 298.4 35.8 --------------------------------- Operating profit margin as % of network revenue(3) 42.3% 37.1% Additions to property, plant and equipment ("PP&E")(3) $ 114.9 $ 119.2 (3.6) ------------------------------------------------------------------------- (1) Expenses incurred relate to the integration of the operations of Fido Solutions Inc ("Fido"), a wholly owned subsidiary of Rogers Wireless Inc. (2) Operating profit includes a loss of $2.6 million related to the Inukshuk wireless broadband initiative for the three months ended March 31, 2006, and $1.5 million for the three months ended March 31, 2005. (3) As defined. See the "Key Performance Indicators and Non-GAAP Measures" section. Wireless Subscribers ------------------------------------------------------------------------- (Subscriber statistics in Three Months Ended March 31, thousands, except ARPU, --------------------------------------------- churn and usage) 2006 2005 Chg % Chg ------------------------------------------------------------------------- Postpaid (Voice and Data) Gross additions 303.6 329.6 (26.0) (7.9) Net additions 89.6 89.2 0.4 0.4 Total postpaid retail subscribers 4,907.8 4,273.3 634.5 14.8 Average monthly revenue per user ("ARPU")(1) $ 62.20 $ 59.20 $ 3.00 5.1 Average monthly usage (minutes) 521 454 67 14.8 Monthly churn 1.47% 1.90% (0.43%) (22.6) Prepaid Gross additions 126.5 123.3 3.2 2.6 Net losses(2) (40.9) (24.2) (16.7) 69.0 Total prepaid retail subscribers 1,308.9 1,309.9 (1.0) (0.1) ARPU(1) $ 11.68 $ 12.09 $ (0.41) (3.4) Monthly churn(2) 4.18% 3.70% 0.48% 13.0 Wholesale Total wholesale subscribers 115.4 98.6 16.8 17.0 ------------------------------------------------------------------------- (1) As defined. See the "Key Performance Indicators and Non-GAAP Measures" section; As calculated in the "Supplementary Information" section. (2) Effective November 9, 2004, the deactivation of prepaid subscribers acquired from Fido is recognized after 180 days of no usage to conform to the Wireless prepaid churn definition. This had the impact of decreasing prepaid subscriber net losses by approximately 12,000 in the three months ended March 31, 2005 and reducing prepaid churn by 0.25% for the three months ended March 31, 2005. Wireless Network Revenue Network revenue of $956.8 million accounted for 91.0% of Wireless' total revenue in the three months ended March 31, 2006 and increased 19.1% from the corresponding period in 2005. This increase was driven by the continued growth of Wireless postpaid subscriber base and the increase in postpaid average monthly revenue per user ("ARPU"). Net additions of postpaid voice and data subscribers were 89,600 for the three months ended March 31, 2006 compared to 89,200 in the corresponding period of 2005. Prepaid subscriber net losses for the three months ended March 31, 2006 were 40,900 compared to 24,200 in the corresponding period of 2005. Wireless ended the quarter with a total of 6,216,700 retail wireless voice and data subscribers. Postpaid voice and data ARPU was $62.20 for the three months ended March 31, 2006, a 5.1% increase compared to the first three months of 2005. Wireless has continued to benefit from higher data and roaming revenues and an increase in the penetration of optional services. Comparing the three months ended March 31, 2006 to the three months ended March 31, 2005, data revenues increased 72.0% and roaming revenues increased 33.1%. As Canada's only GSM/GPRS/EDGE provider, Wireless expects to continue to experience increases in outbound roaming revenues from its subscribers travelling outside of Canada as well as strong growth in inbound roaming revenues from travellers to Canada who utilize its network. Data revenue totalled $98.5 million for the three months ended March 31, 2006. Data revenue represented approximately 10.3% of Wireless total network revenue in the first three months of 2006 compared to 7.1% in 2005, reflecting the continued rapid growth of BlackBerry, text and multimedia messaging services, wireless Internet access, downloadable ring tones, music and games, and other wireless data services and applications. Monthly postpaid voice and data subscriber churn decreased to 1.47% in the three months ended March 31, 2006, from 1.90% in 2005 as a result of our proactive and targeted customer retention activities as well as from the increased network density and coverage quality resulting from the completion of the integration of the Fido GSM network in 2005. Prepaid ARPU decreased $0.41 to $11.68 for the three months ended March 31, 2006, compared to the first quarter of 2005. In addition, monthly prepaid churn increased to 4.18% in the three months ended March 31, 2006 from 3.70% in 2005. These impacts were due to the competitive prepaid offerings in the market. Wireless Equipment Sales Revenue from equipment sales for the three months ended March 31, 2006, including activation fees and net of equipment subsidies, was $94.4 million, up 30.9% from the corresponding period in 2005. The year-over-year increase reflects the increased volume of handset upgrades associated with subscriber retention programs combined with the generally higher prices of handsets and devices as discussed above. Wireless Operating Expenses ------------------------------------------------------------------------- Three Months Ended March 31, (In millions of dollars, -------------------------------- except per subscriber statistics) 2006 2005 % Chg ------------------------------------------------------------------------- Operating expenses Cost of equipment sales $ 194.6 $ 159.6 21.9 Sales and marketing expenses 128.2 124.0 3.4 Operating, general and administrative expenses 320.0 289.5 10.5 Integration expenses(1) 3.3 3.9 (15.4) -------------------------------- Total operating expenses $ 646.1 $ 577.0 12.0 -------------------------------- Average monthly operating expense per subscriber before sales and marketing expenses(2) $ 19.62 $ 19.22 2.1 Sales and marketing costs per gross subscriber addition(2) $ 410 $ 380 7.9 ------------------------------------------------------------------------- (1) Expenses incurred related to the integration of the operations of Fido. (2) As calculated in the "Supplementary Information" section. Cost of equipment sales increased by $35.0 million for the three months ended March 31, 2006 compared to the corresponding period in 2005 as a result of the increased volume of handset upgrades. Sales and marketing expenses increased by $4.2 million for the three months ended March 31, 2006 compared to the corresponding period in 2005. Wireless marketing efforts during the first three months of 2006 included targeted programs to acquire high value customers on longer term contracts, resulting in increases in our sales and marketing costs per gross addition. Operating, general and administrative expenses increased by $30.5 million for the three months ended March 31, 2006 compared to the corresponding period in 2005. This increase was primarily due to increases in retention spending and growth in costs to support data and roaming. These increased costs were partially offset by savings related to operating and scale efficiencies across various functions. Total retention spending including subsidies on handset upgrades was $78.4 million for the three months ended March 31, 2006 compared to $60.4 million in the corresponding period of 2005. Retention spending, on both an absolute and a per-subscriber basis, is expected to continue to grow as Wireless market penetration in Canada deepens and wireless number portability ("WNP") becomes available in March 2007. Wireless incurred $3.3 million of costs during the three months ended March 31, 2006, compared to $3.9 million in the corresponding period of 2005, for integration expenses associated with the Fido acquisition. These integration expenses, which are predominately for severance and consulting, have been recorded within operating expenses. For the three months ended March 31, 2006, the average monthly operating expense per subscriber, excluding sales and marketing expenses and including integration expenses was $19.62. The $0.40 year-over-year increase primarily reflects Wireless' increased spending on handset upgrades associated with targeted retention programs. Wireless Operating Profit Operating profit grew by $106.7 million, or 35.8%, to $405.1 million in the three months ended March 31, 2006 from $298.4 million in the corresponding period of 2005, due to network revenue growth of 19.1%, partially offset by the growth in operating expenses, as discussed above. Operating profit margin increased to 42.3% during the three months ended March 31, 2006 compared to 37.1% in the first quarter of 2005. During the three months ended March 31, 2006, the Inukshuk wireless broadband initiative recorded an operating loss of $2.6 million, compared to an operating loss of $1.5 million for the three months ended March 31, 2005. The operating loss for the Inukshuk wireless broadband initiative is included in the Wireless operating profit. Wireless Additions to Property, Plant and Equipment ("PP&E") Wireless additions to PP&E are classified into the following categories: ------------------------------------------------------------------------- Three Months Ended March 31, -------------------------------- (In millions of dollars) 2006 2005 % Chg ------------------------------------------------------------------------- Additions to PP&E Network - capacity $ 37.8 $ 75.3 (49.8) Network - other 6.8 27.0 (74.8) Information technology and other 16.6 12.9 28.7 Integration of Fido - 4.0 - HSDPA 16.5 - - Inukshuk 37.2 - - -------------------------------- Total additions to PP&E $ 114.9 $ 119.2 (3.6) -------------------------------- ------------------------------------------------------------------------- The $114.9 million of additions to PP&E for the three months ended March 31, 2006 reflect spending on network capacity and technology enhancements. Additions to PP&E in the three months ended March 31, 2006 includes $37.2 million of expenditures related to Inukshuk. Network-related additions to PP&E in the three months ended March 31, 2006 primarily reflect capacity expansion of the GSM/GPRS network. The remaining network-related additions to PP&E relate mainly to technical upgrade projects, consisting primarily of new cell site build and operational support systems. Other additions to PP&E reflect information technology initiatives such as office system upgrades and other facilities and equipment. On February 9, 2006, we announced our intention to begin deploying a 3G network based upon the UMTS/HSDPA (Universal Mobile Telecommunications System/High-Speed Downlink Packet Access) standard which we expect will provide us with data speeds that are superior to those offered by other 3G wireless technologies and enable us to add incremental voice and data capacity at significantly lower costs. UMTS/HSDPA is the next-generation technology evolution for the global standard GSM platform which provides broadband wireless data speeds that will enable new and faster data products such as video conferencing and mobile television as well as simultaneous voice and data usage. We estimate that the deployment of this network across most of the major Canadian cities will require a total spending of approximately $390 million over the course of 2006 and 2007, including approximately $70 million of capacity spending that would have otherwise been invested in GSM. To date, $16.5 million has been incurred on the deployment of HSDPA. CABLE AND TELECOM ----------------- Reorganization of Cable and Telecom Group On January 9, 2006, we completed an internal reorganization whereby the ownership interest in Telecom was transferred from RTHI to our subsidiary Rogers Cable Inc. on a tax-deferred basis. As a result of this transaction, beginning with the results for the three months ended March 31, 2006, we will report on the "Cable and Telecom" operating unit which is composed of the following segments: Cable and Internet, Rogers Home Phone, Rogers Business Solutions and Video Stores. Comparative figures have been reclassified to reflect this new reporting. Update on Integration of Telecom A plan has been developed to integrate the operations of Telecom. Management is currently finalizing certain matters while initial stages of the integration are progressing as planned. Matters still to be finalized include the integration of various networks, customer billing and administrative functions. Integration is expected to continue through 2006. During the three months ended March 31, 2006, Cable and Telecom incurred integration expenses of $2.9 million. These integration expenses consisted primarily of costs associated with integration consulting, customer communications, rebranding and systems integrations. Cable and Telecom Financial Results -------------------------------------------- Three Months Ended March 31, ------------------------------------------------------------------------- 2006 2005 2005 % Chg (In millions of dollars, Actual Pro Pro except margin) Actual Reclassified(4) Forma(5) Forma(5) ------------------------------------------------------------------------- Operating revenue Cable $ 342.5 $ 318.2 $ 318.0 7.7 Internet 122.2 103.3 105.9 15.4 Rogers Home Phone 80.4 - 73.5 9.4 Rogers Business Solutions 148.9 1.1 141.0 5.6 Video Stores 81.0 83.6 83.6 (3.1) Intercompany eliminations (1.0) (0.9) (0.9) 11.1 -------------------------------------------- Total operating revenue 774.0 505.3 721.1 7.3 -------------------------------------------- Operating expenses Cable and Internet 269.1 245.1 246.4 9.2 Rogers Home Phone 75.7 - 59.5 27.2 Rogers Business Solutions 136.1 4.0 123.9 9.8 Video Stores(1) 79.5 76.4 76.4 4.1 Integration costs(2) 2.9 - - n/a Intercompany eliminations (1.0) (0.9) (0.9) 11.1 -------------------------------------------- Total operating expense 562.3 324.6 505.3 11.3 Operating profit (loss)(2) Cable and Internet 195.6 176.4 177.5 10.2 Rogers Home Phone 4.7 - 14.0 (66.4) Rogers Business Solutions 12.8 (2.9) 17.1 (25.1) Video Stores(1) 1.5 7.2 7.2 (79.2) Integration costs(2) (2.9) - - n/a -------------------------------------------- Total operating profit 211.7 180.7 215.8 (1.9) -------------------------------------------- Operating profit margin:(3) Cable and Internet 42.1% 41.9% 41.9% Rogers Home Phone 5.8% n/a 19.0% Rogers Business Solutions 8.6% n/a 12.1% Video stores 1.9% 8.6% 8.6% Additions to property, plant and equipment ("PP&E")(3) Cable and Internet $ 81.9 $ 86.8 $ 86.8 (5.6) Rogers Home Phone 21.6 23.9 25.5 (15.3) Rogers Business Solutions 7.5 1.6 8.1 (7.4) Video Stores 1.1 3.6 3.6 (69.4) -------------------------------------------- Total Additions to PP&E $ 112.1 $ 115.9 $ 124.0 (9.6) -------------------------------------------- ------------------------------------------------------------------------- (1) Video store operating expenses for 2006 include a charge of $4.8 million related to the closure of 21 Video stores. (2) Integration costs incurred relate to the integration of the operations of Telecom. (3) As defined. See the "Key Performance Indicators and Non-GAAP Measures" and "Supplementary Information" sections. (4) Certain prior year numbers have been reclassified to conform with the current year presentation. (5) See the "Basis of Pro Forma Information" section for a discussion of considerations in the preparation of this pro forma information. Total Cable and Telecom operating revenue for the three months ended March 31, 2006 increased $268.7 million or 53.2% from the corresponding period in 2005 due to the following factors: the acquisition of Telecom operations on July 1, 2005 which contributed $218.3 million; the organic growth of Cable and Internet revenues of $43.2 million; incremental revenues related to the launch of Rogers Home Phone voice-over-cable in July 2005 of $7.7 million; and growth in Enterprise business revenues of $2.2 million. These increases in revenue were offset by a decline in video stores revenues of $2.6 million. Total Cable and Telecom operating profit for the three months ended March 31, 2006 increased $31.0 million, or 17.2%, to $211.7 million from the corresponding period last year. The increase was driven by a $19.2 million increase in the Cable and Internet segment and a $15.7 million increase in the Rogers Business Solutions segment, partially offset by increased expenses of $2.9 million incurred for integration-related activities. See the following segment discussions for a detailed discussion of the operating results. CABLE AND INTERNET Cable and Internet Financial and Operating Results -------------------------------- Three Months Ended March 31, ------------------------------------------------------------------------- 2006 2005 % Chg Actual Actual (In millions of dollars, Reclassi- Reclassi- except margin) Actual fied(2) fied(2) ------------------------------------------------------------------------- Cable operating revenue $ 342.5 $ 318.2 7.6 Internet operating revenue 122.2 103.3 18.3 -------------------------------- Total Cable and Internet operating revenue 464.7 421.5 10.2 Cable and Internet operating expenses Sales and marketing expenses $ 30.5 $ 30.2 1.0 Operating, general and administrative expenses 238.6 214.9 11.0 -------------------------------- Total Cable and Internet operating expenses 269.1 245.1 9.8 -------------------------------- Cable and Internet operating profit(1) $ 195.6 $ 176.4 10.9 -------------------------------- Cable and Internet operating profit margin(1) 42.1% 41.9% -------------------------------- ------------------------------------------------------------------------- (1) As defined. See the "Key Performance Indicators and Non-GAAP Measures" and "Supplementary Information" sections. (2) Certain prior year numbers have been reclassified to conform with the current year presentation. --------------------------------- Three Months Ended March 31, ------------------------------------------------------------------------- 2006 2005 (Subscriber statistics in thousands, except ARPU) Actual Actual Change ------------------------------------------------------------------------- Cable homes passed 3,403.8 3,315.0 88.8 Basic cable subscribers 2,260.2 2,249.4 10.8 Basic cable, net loss (3.6) (5.2) 1.6 Core cable ARPU(1) $ 50.47 $ 47.06 $ 3.41 Internet subscribers (residential)(2) 1,176.5 982.3 194.2 Internet, net additions 40.3 51.1 (10.8) Internet ARPU(1)(2) $ 34.77 $ 35.92 $ (1.15) Digital terminals in service 1,222.7 848.6 374.1 Digital terminals, net additions 83.1 53.0 30.1 Digital households 963.3 712.2 251.1 Digital households, net additions 50.0 36.8 13.2 ------------------------------------------------------------------------- (1) As defined. See the "Key Performance Indicators and Non-GAAP Measures" and "Supplementary Information" sections. (2) Prior year internet subscribers and ARPU have been reclassified to include only residential subscribers. Core Cable Revenue The increase in core cable revenue for the three months ended March 31, 2006 of 7.6% and the increase in average monthly revenue per subscriber ("ARPU") for the three months ended March 31, 2006 to $50.47 from $47.06 in the corresponding period in 2005 reflect the growing penetration of the digital products and the continued up-selling of customers into enhanced digital programming packages. The increases in revenues were partially offset by a decline in equipment revenues resulting primarily from our reduction of equipment rental prices and discounts associated with increasing adoption of bundled packages. The total net impact of the growth in digital penetration, the equipment revenue decline and discounts was $10.3 million. The price increases on digital offerings effective July 2005 and March 2005 also contributed to the growth in core cable revenues of $14.0 million. As at March 31, 2006, the digital subscriber base has grown by 35.3% from the corresponding period in 2005. A strong demand for high-definition and personal video recorder digital equipment combined with Personal TV marketing campaign were the contributors to the growth in the digital subscriber base of 50,000 households in the three months ended March 31, 2006. Internet (Residential) Revenue Internet revenues for the three months ended March 31, 2006, increased $18.9 million or 18.3% from the corresponding period in 2005 primarily due to the 19.8% increase in the number of Internet subscribers from March 31, 2005 and price increases for our Internet offerings. The growth in Internet revenues was partially offset by increased numbers of subscribers signing up for discounted bundle packages. The marketing efforts continue to attract customers with varying needs, which has resulted in higher penetration of our Internet subscribers taking the lower-priced Internet offerings. As a result, average monthly revenue per Internet subscriber for the three months ended March 31, 2006, decreased to $34.77 from $35.92 in the corresponding period of 2005. During the three months ended March 31, 2006, net residential Internet additions of 40,300 represented a decrease of 10,800 net additions compared to the corresponding period in 2005. With the Internet subscriber base now at approximately 1.2 million, Cable and Internet now has 52.1% Internet penetration of basic cable households, and 34.6% Internet penetration as a percentage of all homes passed by our cable networks. Cable and Internet Operating Profit Our Cable and Internet operating profit during the three months ended March 31, 2006 increased 10.9% from the corresponding period in 2005. Cable and Internet sales and marketing expenses were essentially flat comparing the three months ended March 31, 2006 to the corresponding period in 2005, resulting in an operating profit growth rate in excess of revenue growth. The year-over-year increase in operating, general and administrative costs of $23.7 million was driven by the substantial increase in our digital and Internet penetration resulting in higher programming and content costs of $13.9 million and also higher activity and support costs of $8.5 million from the growing subscriber bases. As a result, the Cable and Internet margin increased to 42.1% during the three months ended March 31, 2006, compared to 41.9% in the corresponding period of 2005. ROGERS HOME PHONE Rogers Home Phone Financial and Operating Results ------------------------------- Three Months Ended March 31, ------------------------------------------------------------------------- 2006 2005 % Chg (In millions of dollars, Pro Pro except margin) Actual Forma(2) Forma(2) ------------------------------------------------------------------------- Rogers Home Phone operating revenue $ 80.4 $ 73.5 9.4 Rogers Home Phone operating expenses Sales and marketing expenses 17.2 8.4 104.9 Operating, general and administrative expenses 58.5 51.1 14.5 ------------------------------- Rogers Home Phone operating expenses 75.7 59.5 27.2 ------------------------------- Rogers Home Phone operating profit(1) $ 4.7 $ 14.0 (66.4) ------------------------------- Rogers Home Phone operating profit margin(1) 5.8% 19.0% ------------------------------- ------------------------------------------------------------------------- (1) As defined. See the "Key Performance Indicators and Non-GAAP Measures" and "Supplementary Information" sections. (2) See the "Basis of Pro Forma Information" section for a discussion of considerations in the preparation of this pro forma information. -------------------------------- Three Months Ended March 31, ------------------------------------------------------------------------- 2006 2005 Change Pro Pro (Subscriber statistics in thousands) Actual Forma(1) Forma(1) ------------------------------------------------------------------------- Cable telephony subscriber lines Net additions 48.7 - n/a Total cable telephony subscriber lines 96.7 - 96.7 Circuit-switched subscriber lines Net additions 11.4 25.4 (14.0) Total circuit-switched subscriber lines 402.0 330.2 71.8 Total Rogers Home Phone subscriber lines Net additions 60.1 25.4 34.7 Total Rogers Home Phone subscriber lines 498.7 330.2 168.5 ------------------------------------------------------------------------- (1) See the "Basis of Pro Forma Information" section for a discussion of considerations in the preparation of this pro forma information. Rogers Home Phone Revenue We believe that the pro forma information presented in this section presents a meaningful comparative analysis since the 2005 actual comparative figures for the Rogers Home Phone segment are nil given that Telecom's results are consolidated effective as of the July 1, 2005 acquisition date. On a pro forma basis, Rogers Home Phone revenues increased $6.9 million for the three months ended March 31, 2006 compared to the corresponding period in 2005 as a result of incremental revenues from Rogers Home Phone voice-over- cable, launched in July 2005 of $7.7 million, combined with growth in circuit- switch local subscribers which contributed incremental local service revenues of approximately $6.7 million which was partially offset by decline of approximately $4.5 million in circuit switched residential long distance revenues. The pro forma Rogers Home Phone revenues in 2005 also included $2.9 million associated with the resale of Wireless products and services. These subscribers and related revenues were transferred to Wireless in September 2005. Rogers Home Phone ended the quarter with 498,700 Rogers Home Phone subscribers, a pro forma increase of 51.0% over the corresponding period of 2005. Rogers Home Phone Operating Profit Rogers Home Phone operating profit decreased $9.3 million on a pro forma basis to $4.7 million for the three months ended March 31, 2006 compared to the corresponding period in 2005 and primarily reflects the costs associated with the scaling and rapid growth associated with cable telephony services. While pro forma revenues increased to $80.4 million in the three months ended March 31, 2006 compared to the corresponding period in 2005 due to the launch of the cable telephony service and the growth of circuit-switched subscribers, operating expenses from telephony totalled $75.7 million in the three months ended March 31, 2006. Sales and marketing expenses have increased during the three months ended March 31, 2006 compared to the corresponding period in 2005 due to the launch of the Cable telephony service in the second half of 2005. Similarly, operating, general and administrative expenses have increased from the same period in 2005 due to the incremental service and support costs. As a result, Rogers Home Phone operating profit margins decreased to 5.8% in the first quarter of 2006 compared to 19.0% on a pro forma basis in the corresponding period last year. ROGERS BUSINESS SOLUTIONS Rogers Business Solutions Financial Results -------------------------------------------- Three Months Ended March 31, ------------------------------------------------------------------------- 2006 2005 2005 % Chg (In millions of dollars, Actual Pro Pro except margin) Actual Reclassified(3) Forma(2) Forma(2) ------------------------------------------------------------------------- Rogers Business Solutions operating revenue $ 148.9 $ 1.1 $ 141.0 5.6 Rogers Business Solutions operating expenses Sales and marketing expenses 16.5 0.9 17.6 (6.3) Operating, general and administrative expenses 119.6 3.1 106.3 12.5 -------------------------------------------- Total Rogers Business Solutions operating expenses 136.1 4.0 123.9 9.8 -------------------------------------------- Rogers Business Solutions operating profit(1) $ 12.8 $ (2.9) $ 17.1 (25.1) -------------------------------------------- Rogers Business Solutions operating profit margin(1) 8.6% n/a 12.1% -------------------------------------------- ------------------------------------------------------------------------- (1) As defined. See the "Key Performance Indicators and Non-GAAP Measures" and "Supplementary Information" sections. (2) See "Basis of Pro Forma Information" section for discussion of considerations in the preparation of this pro forma information. (3) Certain prior year numbers have been reclassified to conform with the current year presentation. Rogers Business Solutions Revenue We believe that the pro forma information presented in this section presents a meaningful comparative analysis because the 2005 actual comparative figures for the Rogers Business Solutions segment are minimal given that Telecom's results are consolidated effective as of the July 1, 2005 acquisition date. For the three months ended March 31, 2006, Rogers Business Solutions revenue grew to $148.9 million, increasing by $7.9 million on a pro forma basis, or 5.6% compared to the corresponding period in 2005. This pro forma increase in revenues during the three months ended March 31, 2006 was due to a $4.5 million increase in data revenues, a $2.2 million increase from local services and a $1.2 million increase in long distance revenues. The $4.5 million pro forma increase in data revenue resulted from a non-recurring hardware sale of $5.6 million offset by decline in installation revenues and market pressures in the wholesale business resulting in price declines and churn. The $2.2 million pro forma increase in local services revenue during the three months ended March 31, 2006 was driven by the increase in local line equivalents to 179,500 lines from 159,000 in the same period in 2005, a net pro forma increase of 20,500 lines. The $1.2 million pro forma increase in long distance revenue resulted from the increase in minutes of 8.5% offset somewhat by the decline in average revenue per minute of 6.0% from the corresponding period in 2005. A portion of the volume increase was related to the intercompany sale of long distance to Wireless which generated $5.5 million of revenue for the three months ended March 31, 2006 compared to the corresponding period in 2005. Rogers Business Solutions continues to focus on selling local and data products, especially IP-enabled solutions, thereby decreasing its reliance on long distance. Local and data revenue represented 57% of the total revenue for the three months ended March 31, 2006. Rogers Business Solutions Operating Profit Total operating expenses for the three months ended March 31, 2006 have increased $12.2 million or 9.8% to $136.1 million compared to $123.9 million in the corresponding period in 2005 on a pro forma basis. Sales and marketing expenses of $16.5 million in the three months ended March 31, 2006 have decreased by $1.1 million from the corresponding period in 2005 on a pro forma basis due to cost efficiencies integrating the functions of Cable and Telecom. In addition, operating, general and administrative expenses were $119.6 million in the three months ended March 31, 2006 compared to $106.3 million in the corresponding period of 2005 on a pro forma basis. The increase in operating, general and administrative expenses is primarily due to the increase in carrier charges associated with the revenue growth discussed above. Carrier charges represented approximately 56.5% of revenue in the three months ended March 31, 2006 compared to 50.2% of revenue in the corresponding period of 2005. In addition, operating, general and administrative expenses during the three months ended March 31, 2005 were offset by $3.4 million of credits related to the Canadian Radio-television and Telecommunications Commission's ("CRTC") Competitive Digital Network Services pricing decision in February 2005. As a result, Rogers Business Solutions operating profit declined 25.1% on a pro forma basis and its operating profit margin decreased to 8.6% in the three months ended March 31, 2006 compared to 12.1% in the corresponding period in 2005 mainly due to the higher operating expenses discussed above. VIDEO STORES Video Stores Financial Results ------------------------------- Three Months Ended March 31, ------------------------------------------------------------------------- 2006 2005 % Chg (In millions of dollars, except margin) Actual Actual ------------------------------------------------------------------------- Video operating revenue $ 81.0 $ 83.6 (3.1) Video operating expenses Costs of Sales $ 38.2 $ 38.4 (0.5) Sales and marketing expenses 31.1 32.8 (5.2) Operating, general and administrative expenses(1) 10.2 5.2 96.2 ------------------------------- Total Video operating expenses 79.5 76.4 4.1 ------------------------------- Video operating profit(2) $ 1.5 $ 7.2 (79.2) ------------------------------- Video operating profit margin(2) 1.9% 8.6% ------------------------------- ------------------------------------------------------------------------- (1) Operating, general and administrative expenses include $4.8 million of video store closure costs. (2) As defined. See the "Key Performance Indicators and Non-GAAP Measures" and "Supplementary Information" sections. Video Stores Revenue During the three months ended March 31, 2006, revenues at our Rogers Video ("Video") stores showed a modest decline of 3.1% compared to the corresponding period in 2005 due to lower rental and sales revenues, partially offset by higher revenues from the sale of Wireless products. Initiatives were introduced to increase customers' spending, which resulted in dollars per transaction increasing 12.9%. However, same-store revenues decreased 6.5% during the three months ended March 31, 2006 compared to the corresponding period in 2005 due to a decrease in total store visits. Video Stores Operating Profit During the three months ended March 31, 2006, costs of sales as a percentage of revenues increased to 47.2% from 46.0% for the corresponding period in 2005 as a result of the change in the mix of products sold. Sales, marketing and store operating expenses declined to 38.4% of revenues in the three months ended March 31, 2006 from 39.2% for the corresponding period in 2005 with Video's continued focus on reducing costs and driving productivity gains. Video recorded a charge of $4.8 million during the quarter related to the closure of the 14 Video stores in the province of Quebec and an additional seven non-performing stores in Ontario. Operating profit from Video stores of $1.5 million for the three months ended March 31, 2006 decreased by $5.7 million from the corresponding period in 2005. The year-over-year decline in Video store operating profit relates primarily to the decline in revenues and the charge associated with the closing of the 21 Video stores. Cable and Telecom Additions to Property, Plant and Equipment ("PP&E") The nature of the cable television business is such that the construction, rebuild and expansion of a cable system are highly capital- intensive. Cable and Telecom categorizes its additions to property, plant and equipment 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, our Cable and Internet additions to PP&E are classified into the following five categories: - Customer premises equipment ("CPE"), which includes the equipment for digital set-top terminals, Internet and cable telephony modems and the associated installation costs; - Scaleable infrastructure, which includes non-CPE costs to meet business growth and to provide service enhancements, including many of the costs to-date of our cable telephony initiative; - Line extensions, which includes network costs to enter new service areas; - Upgrade and rebuild, which includes the costs to modify or replace existing coaxial cable, fibre-optic network electronics; and - Support capital, which includes the costs associated with the purchase, replacement or enhancement of non-network assets. -------------------------------------------- Three Months Ended March 31, ------------------------------------------------------------------------- 2006 2005 2005 % Chg Actual Pro Pro (In millions of dollars) Actual Reclassified(1) Forma(2) Forma(2) ------------------------------------------------------------------------- Cable and Internet PP&E Additions Customer premise equipment $ 42.4 $ 43.6 $ 43.6 (2.8) Scaleable infrastructure 11.9 19.7 19.7 (39.6) Line extensions 14.8 14.7 14.7 0.7 Upgrade and rebuild 0.4 - - n/a Support capital 12.4 8.8 8.8 40.9 -------------------------------------------- 81.9 86.8 86.8 (5.6) Rogers Home Phone PP&E Additions 21.6 23.9 25.5 (15.3) Rogers Business Solutions PP&E Additions 7.5 1.6 8.1 (7.4) Video Stores PP&E Additions 1.1 3.6 3.6 (69.4) -------------------------------------------- $ 112.1 $ 115.9 $ 124.0 (9.6) -------------------------------------------- ------------------------------------------------------------------------- (1) Certain prior year numbers have been reclassified to conform with the current year presentation. (2) See "Basis of Pro Forma Information" section for a discussion of considerations in the preparation of this pro forma information. The decline in Cable and Internet PP&E additions of $4.9 million or 5.6% during the three months ended March 31, 2006 compared to the corresponding period in 2005 is attributable to lower spending on Cable and Telecom's scaleable infrastructure related to head-end and video-on-demand capacity as well as timing of investments in the IP network. This decrease was partially offset by increases in support capital primarily related to spending on the information technology infrastructure. During the three months ended March 31, 2006, additions to Rogers Home Phone PP&E have declined on a pro forma basis by $3.9 million or 15.3% compared to the corresponding period in 2005. This decline is comprised of a $12.0 million decrease in scaleable infrastructure, partially offset by an increase in variable growth related to subscriber capital. Additions to Rogers Business Solutions PP&E of $7.5 million in the three months ended March 31, 2006 were 7.4% lower on a pro forma basis compared to the corresponding period in 2005. During the three months ended March 31, 2006, capital expenditures were made to enhance the local and data networks to accommodate growth. MEDIA ----- Media Operating and Financial Results ------------------------------------------------------------------------- Three Months Ended March 31, --------------------------------- (In millions of dollars) 2006 2005 % Chg ------------------------------------------------------------------------- Operating revenue $ 240.1 $ 219.3 9.5 Operating expenses 227.0 208.0 9.1 --------------------------------- Operating profit(1) $ 13.1 $ 11.3 15.9 --------------------------------- Operating profit margin(1) 5.5% 5.2% Additions to property, plant and equipment(1) 9.2 13.5 (31.9) ------------------------------------------------------------------------- (1) As defined. See the "Key Performance Indicators and Non-GAAP Measures" section. Media Revenue Revenue for the three months ended March 31, 2006 was $240.1 million, an increase of $20.8 million, or 9.5% over the corresponding period in 2005. Approximately $11.8 million of the increase was due to Sportsnet revenue which increased significantly over the prior year due to the return of NHL hockey. In addition, revenue from Radio and The Shopping Channel increased over the prior year by 7.9% and 10.8% respectively. However, this was partially offset by softer advertising sales in Consumer Publishing relative to a strong quarter in the prior year. Media Operating Expenses Operating expenses for the three months ended March 31, 2006 increased by 9.1% to $227.0 million compared to $208.0 million in the corresponding period in 2005. Programming costs at Sportsnet increased $14.0 million, mainly due to the costs associated with the return of NHL hockey. The launch of OMNI BC and OMNI Manitoba as well as three new FM radio stations in the Maritimes resulted in higher programming costs associated with these stations that did not exist in the corresponding period of the prior year. In addition, higher sales volume at The Shopping Channel resulted in increased cost of goods sold. These cost increases were partially offset by lower general and administrative costs across all divisions. Media Operating Profit Media operating profit increased 15.9% from $11.3 million in the first quarter of 2005 to $13.1 million in the corresponding period of 2006. Despite the impact of NHL rights fees and the costs associated with the launch of new stations, operating profit and margin increased due to strong performance across all divisions. Media Additions to Property, Plant and Equipment Media had additions to PP&E of $9.2 million during the three months ended March 31, 2006 compared to $13.5 million in the corresponding period of 2005. The majority of the additions in the period reflect additional renovations and enhancements to the Rogers Centre. CONSOLIDATED LIQUIDITY AND CAPITAL RESOURCES Operations For the three months ended March 31, 2006, cash generated from operations before changes in non-cash operating items, which is calculated by removing the effect of all non-cash items from net income, increased to $460.1 million from $320.4 million in the corresponding period of 2005. The $139.7 million increase is primarily the result of the increase in operating profit of $121.1 million. Taking into account the changes in non-cash working capital items for the three months ended March 31, 2006, cash generated from operations was $538.8 million, compared to $173.1 million in the corresponding period of 2005. The cash flow generated from operations of $538.8 million, together with the following items, resulted in total net funds of approximately $582.5 million raised in the three months ended March 31, 2006: - Aggregate net drawdowns of $30.0 million under our bank credit facilities; and - Receipt of $13.7 million from the issuance of Class B Non-Voting shares under the exercise of employee stock options. Net funds used during the three months ended March 31, 2006 totalled approximately $521.0 million, the details of which include: - Additions to PP&E of $389.3 million, including RCI's purchase of real estate in Brampton for a total purchase price of $99.8 million including acquisition costs, and the $49.2 million of related changes in non-cash working capital; - Funding the repayment at maturity of our $75.0 million 10.50% Senior Notes due 2006; - Payment of dividends of $23.5 million on our Class B Non-Voting shares and Class A Voting shares; - Funding the redemption of the US$22.0 million remaining outstanding amount of RTHI's 10.625% Senior Secured Notes due 2008 for $25.8 million; - Funding other net investments of $6.1 million; and - Funding $1.3 million aggregate net repayment of mortgages and capital leases. Taking into account the cash deficiency of $103.9 million at the beginning of the quarter and the fund uses described above, the cash deficiency at March 31, 2006 was $42.4 million. Financing Our long-term debt instruments are described in Note 11 to the 2005 Annual Audited Consolidated Financial Statements. As mentioned above, during the three months ended March 31, 2006, the Company redeemed the remaining US$22.0 million outstanding of RTHI's 10.625% Senior Secured Notes due 2008. The total redemption was US$23.2 million including a redemption premium of US$1.2 million. In addition, the Company repaid at maturity its $75.0 million 10.50% Senior Notes due 2006. With this repayment there is essentially no remaining debt at the holding company. As described above, cash generated from operations, together with cash-on-hand and drawdowns under our bank credit facilities funded the debt repayments as well as our additions to PP&E and other expenditures described above. 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 cross-currency interest rate exchange agreements (whether or not they qualify as hedges for accounting purposes) since all such agreements 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 cross-currency interest rate exchange agreements regardless of qualifications for accounting purposes as a hedge. There was no change in our cross-currency interest rate exchange agreements during the three months ended March 31, 2006, however, the consolidated aggregate amount of our US dollar-denominated debt decreased by US$22.0 million during this three month period due to the redemption of RTHI's US$22.0 million remaining outstanding amount of 10.625% Senior Secured Notes due 2008 on January 3, 2006. As a result of this event, the amount of our U.S. dollar-denominated debt hedged on an economic basis increased from 97.7% to 98.1% and on an accounting basis increased from 85.2% to 85.6%, as outlined below. ------------------------------------------------------------------------- (In millions of dollars, March 31, December 31, except percentages) 2006 2005 ------------------------------------------------------------------------- U.S. dollar-denominated long-term debt US $4,894.9 US $4,916.9 Hedged with cross-currency interest rate exchange agreements US $4,801.8 US $4,801.8 Hedged Exchange Rate 1.3148 1.3148 Percent Hedged 98.1%(1) 97.7% ------------------------------------------------------------------------- ------------------------------------------------------------------------- Effect of cross-currency interest rate exchange agreements: Converted US $ principal of US $ 550.0 US $ 550.0 at US $ floating rate of LIBOR plus 3.13% 3.13% for all-in rate of 8.04% 7.62% to Cdn $ floating at bankers acceptance plus 3.42% 3.42% for all-in rate of 7.34% 6.90% on Cdn $ principal of Cdn $ 652.7 Cdn $ 652.7 Converted US $ principal of US $4,200.0 US $4,200.0 at US $ fixed rate of 7.34% 7.34% to Cdn $ fixed rate of 8.07% 8.07% on Cdn $ principal of Cdn $5,593.4 Cdn $5,593.4 Converted US $ principal of US $ 51.8 US $ 51.8 at US $ fixed rate of 9.38% 9.38% to Cdn $ floating at bankers acceptance plus 2.67% 2.67% for all-in rate of 6.59% 6.07% on Cdn $ principal of Cdn $ 67.4 Cdn $ 67.4 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Amount of long-term debt(2) at fixed rates: Total long-term debt Cdn $8,337.0 Cdn $8,409.6 Total long-term debt at fixed rates Cdn $6,974.9 Cdn $7,076.5 Percent of long-term debt fixed 83.7% 84.1% ------------------------------------------------------------------------- ------------------------------------------------------------------------- Weighted average interest rate on long-term debt 7.77% 7.76% ------------------------------------------------------------------------- (1) Pursuant to the requirements for hedge accounting under AcG-13, on March 31, 2006, we accounted for 87.3% of our cross-currency interest rate exchange agreements as hedges against designated U.S. dollar-denominated debt. As a result, 85.6% of consolidated U.S. dollar-denominated debt is hedged for accounting purposes versus 98.1% on an economic basis. (2) Long-term debt includes the effect of the cross-currency interest rate exchange agreements. Outstanding Share Data Set out below is our outstanding share data as at March 31, 2006. For additional information, refer to Note 13 to our 2005 Annual Audited Consolidated Financial Statements and Note 5 to the Unaudited Interim Consolidated Financial Statements for the three months ended March 31, 2006. ------------------------------------------------------------------------- Common Shares ------------------------------------------------------------------------- Class A Voting 56,233,894 Class B Non-Voting 258,503,499 Options to Purchase Class B Non-Voting Shares Outstanding Options 13,429,576 Outstanding Options Exercisable 8,928,819 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Dividends and Other Payments on Equity Securities In December 2005, our Board of Directors (the "Board") declared a 50% increase to the dividend paid for each of our outstanding Class B Non-Voting shares and Class A Voting shares. Accordingly, the annual dividend per share increased from $0.10 per share to $0.15 per share, and is paid twice yearly in the amount of $0.075 per share to holders of record of such shares on the record date established by the Board for each dividend at the time such dividend is declared. These dividends are scheduled to be made on or about the first trading day following January 1 and July 1 each year. A semi-annual dividend payment of $23.5 million was paid on January 6, 2006 to shareholders of record on December 28, 2005. 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 2005 Annual MD&A, and are further discussed in Note 11 and Note 20 of the 2005 Annual Audited Consolidated Financial Statements. There have been no significant changes to our material contractual obligations since December 31, 2005. GOVERNMENT REGULATION AND REGULATORY DEVELOPMENTS The significant government regulations which impact our operations are summarized in our 2005 Annual MD&A. The only significant changes to those regulations since December 31, 2005, are as follows: Telecommunications Policy Report On March 22, 2006, the report of the Telecommunications Policy Review Panel was released. The Panel was asked by the previous Liberal government to study Canadian telecommunications policy to make recommendations to improve the regulatory environment, expand broadband services to remote locations and further the deployment of information and communications technology in Canada. The report generally recommended greater reliance on market forces and a reduction in government regulation. The report recommends continued regulation of the incumbent wireline telephone companies in circumstances where they possess significant market power. We believe that such continued regulation is important to protect new entrants such as Cable and Telecom from anticompetitive conduct by incumbent providers until such time as competition is established. The report also recommends limiting the incumbent phone companies' unbundled wholesale facilities that would be available to competitive providers on a wholesale basis. The report recommends that "essential" facilities should continue to be made available and that non- essential facilities should be available for a transition period of three to five years. The report also recommends transitioning radio spectrum regulation from Industry Canada to the CRTC, after Industry Canada completes a spectrum policy review that will consider various issues such as spectrum licence fees and streamlining the spectrum licensing process. Upon receiving the panel's report, the Minister of Industry stated that he will review the report in the coming weeks and months and that any steps towards implementation of the report's recommendations would follow such review. DATASOURCE: Rogers Communications Inc. CONTACT: Investment Community Contacts: Bruce M. Mann, (416) 935-3532, ; Eric A. Wright, (416) 935-3550, ; Media Contacts: Corporate and Media - Jan Innes, (416) 935-3525, ; Wireless, Cable and Telecom - Taanta Gupta, (416) 935-4727, ; Archived images on this organization are searchable through CNW Photo Archive website at http://photos.newswire.ca/. Images are free to accredited members of the media. /FIRST AND FINAL ADD TO FOLLOW

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