Rogers announces first quarter 2001 results

Apr 11, 2001, 01:00 ET from Rogers Communications Inc.

    TORONTO, April 11 /PRNewswire/ - ROGERS COMMUNICATIONS INC. ("RCI") today
 announced its consolidated financial results for the first quarter ended March
 31, 2001.
     Financial highlights, which are in thousands of Canadian dollars (except
 per share amounts), are as follows:
 
 
                                        Three Months Ended March 31
                                        ---------------------------
                                                                      Percent
                                        2001          2000            Change
                                        ----          ----            -------
     Revenue                       $   886,495    $   807,717          9.8%
     Operating profit (1)              204,676        207,874         (1.5%)
     Net income (loss)                (103,936)        19,273
     Net income (loss) per share     (59 cents)       5 cents
 
 
     (1) Defined as operating income before integration costs on cablesystems
         exchange (in 2001 results) and depreciation and amortization.
 
 
     Commenting on the Company's results, RCI's President and CEO, Edward S.
 (Ted) Rogers said, "While revenue growth continued to be strong in each
 operating division, operating income was affected by performance at the
 Wireless and Media divisions. Cable performance continued to be strong both
 financially and operationally with double digit operating income growth and
 its best first quarter for basic subscriber additions since 1996.
     At Wireless, we are encouraged by the trends of reduced churn levels and
 improved subscriber additions. The results of the recent spectrum auction were
 favourable to Wireless and its GSM/GPRS technology rollout is proceeding as
 planned.
     At Media, results were impacted by the overall decline in advertising
 spending. However, Media took immediate steps in the quarter to address the
 situation including restructuring of its iMedia division.
     The company remains committed to improved financial and operating
 performance."
 
     CONSOLIDATED RESULTS - FIRST QUARTER 2001 VS. 2000
 
     Consolidated revenue was $886.5 million, an increase of $78.8 million or
 9.8% from $807.7 million in the first quarter of the prior year. This year-
 over-year increase is due to 8.3% revenue growth at Wireless, 11.8% revenue
 growth at Cable, 6.6% revenue growth at Media and incremental revenue from
 sports operations acquired late in 2000. Consolidated operating profit was
 $204.7 million, a decrease of $3.2 million or 1.5% from $207.9 million in the
 first quarter of the prior year.
 
     Fixed Charges
 
     Depreciation and amortization was $218.7 million, an increase of $52.9
 million, or 31.9% from $165.8 million in the first quarter of 2000. The
 increase was primarily due to capital spending of the Cable and Wireless
 companies and the resulting higher fixed asset levels.
     Interest expense was $98.6 million, an increase of $10.7 million or 12.2%
 from $87.9 million in the first quarter of 2000, due to increased debt levels
 related to the capital build programs and spectrum licence acquisitions.
 
     Net Income (Loss)
 
     RCI recorded a loss of $103.9 million, or 59 cents per share (after
 distributions on convertible preferred securities) compared to net income of
 $19.3 million, or 5 cents per share (after distributions on convertible
 preferred securities) in the first quarter of the prior year. Excluding non-
 operating gains in both periods, RCI recorded a loss of $90.0 million or 53
 cents per share (after distributions on convertible preferred securities)
 compared to a loss of $33.1 million or 21 cents per share (after distributions
 on convertible preferred securities) in the first quarter of the prior year.
 
     Staffing
 
     At March 31, 2001, Rogers had approximately 13,500 employees an increase
 of 800 employees from 12,700 employees reported at December 31, 2000 due to
 the acquisition of Cable Atlantic and the sports franchises.
 
     Wireless
 
     Wireless revenue was $377.7 million, up $29.0 million or 8.3% from the
 first quarter of the prior year. Revenue growth was driven by a 13.8% increase
 in the average number of wireless voice subscribers, and partially offset by a
 6.8% decline in Average Revenue Per User or ("ARPU") compared to the first
 quarter of the prior year. Operating income before depreciation and
 amortization was $93.9 million, down $7.5 million or 7.4% from $101.4 million
 in the first quarter of the prior year.
     At March 31, 2001, Wireless had 3,017,400 total wireless subscribers, an
 increase of 367,100 or 13.9%, from 2,650,300 at March 31, 2000.
     At March 31, 2001, Wireless had 2,588,200 total wireless voice
 subscribers, an increase of 74,300 from December 31, 2000, comprised of 61,800
 wireless voice subscribers added in the quarter and a 12,500 adjustment for
 subscribers previously misclassified as deactivations. Gross wireless voice
 additions in the quarter totalled 242,700, an increase of 34,500, or 16.6%,
 from 208,200 gross additions in the prior year's first quarter. At March 31,
 2001, Wireless had 507,000 wireless voice subscribers on prepaid service and
 approximately 1,581,100 subscribers on digital service. Subscribers on digital
 service represented approximately 61% of the total wireless voice subscriber
 base.
     Blended voice monthly ARPU (prepaid and postpaid) was $41.88, down $3.06
 or 6.8% from $44.94 in the first quarter of 2000. The decline in ARPU was
 primarily due to an increase in the proportion of subscribers on the prepaid
 service. Prepaid subscribers accounted for 19.6% of the total wireless voice
 subscriber base at March 31, 2001 compared to 14.6% at March 31,2000. Postpaid
 monthly ARPU was $49.58 down $1.42 or 2.8% versus the prior year's first
 quarter as a result of the impact of promotional offers in the fourth quarter
 of 2000. Prepaid monthly ARPU was $9.35, up $1.31 or 16.3% versus the prior
 years first quarter. Average monthly usage per wireless voice postpaid
 subscriber was 263 minutes, up 15.9% from 227 minutes in the first quarter of
 the prior year.
 
     Customer Satisfaction and Retention
 
     Average monthly post-paid wireless voice churn was 2.25%, a reduction
 from 2.27% in the first quarter of 2000 and 2.56% (revised for the 12,500
 subscriber adjustment) in the fourth quarter of 2000. Wireless refocused a
 number of programs in the quarter including the 'Welcome Call' and 'Loyalty'
 program directly aimed at reducing churn. Churn reduction will continue to be
 the top priority.
     Total messaging and data subscribers declined by 14,700 in the first
 quarter, compared to a decline of 4,900 in the prior year's first quarter. Two-
 way messaging subscribers increased to 20,200 or 43.3% from 14,100 in the
 first quarter of the prior year. The average monthly churn rate for messaging
 and data was 3.39% versus 3.11% in the first quarter of 2000. At March 31,
 2001, Wireless had a total of 429,300 messaging and data subscribers, a
 decline of 4.0% or 17,900 since March 31, 2000 due to a decline in the number
 of one-way paging subscribers, partially offset by growth in the higher value
 BlackBerry Wireless Handheld(TM) subscribers.
 
     Operating Expenses
 
     Wireless operating expenses before sales and marketing costs were $126.8
 million, an increase of $18.6 million or 17.1% from $108.2 million in the
 first quarter of 2000. The increase in operating expenses was driven primarily
 by two factors: (1) higher customer service costs were maintained in order to
 ensure improved customer service levels and (2) effective January 1, 2001, the
 CRTC replaced the previous contribution scheme with a 4.5% contribution tax on
 all contribution eligible revenue resulting in a $7.5 million incremental
 impact on operating expenses. In mid-February, the company began to pass on
 the cost of this contribution tax to customers in the form of a higher monthly
 system access fee that had the effect of improving monthly blended voice ARPU
 in the quarter by $0.88. Average monthly wireless operating expenses before
 sales and marketing costs on a per subscriber basis were $14.44, an increase
 of $0.38 or 2.7% from $14.06 in the prior year's first quarter. Excluding the
 impact of the CRTC contribution decision, average monthly wireless operating
 expenses before sales and marketing costs on a per subscriber basis were
 $13.78.
     Sales and marketing costs were $115.2 million, an increase of $16.3
 million or 16.5% from $98.9 million in the first quarter of 2000. This
 increase is attributed mostly to a 16.6% increase in gross additions combined
 with increased subscriber retention costs related to churn reduction programs.
 Sales and marketing cost per wireless gross addition, including retention
 costs, were $423 compared to $403 in the first quarter of 2000. Excluding
 retention related costs of $34.6 million in the first quarter of 2001 and
 $25.2 million in the first quarter of 2000, sales and marketing costs on a per
 gross addition basis remained flat with the prior year.
 
     Capital Expenditures
 
     Capital expenditures totaled $160.6 million, an increase from $90.1
 million in the first quarter of 2000. Network related expenditures were $121.9
 million, of which approximately 51.4% related to the roll out of the GSM/GPRS
 overlay with the remainder for capacity and technical spending. Wireless added
 53 new cell sites to the network in the quarter. The remaining capital
 expenditures of $38.7 million related to the expansion of the Company's
 headquarters complex in Toronto, call centre expansion and information
 technology initiatives.
 
     Cable
 
     Cable revenue was $346.9 million, an increase of $36.5 million, or 11.8%
 from $310.4 million reported in the first quarter of the prior year. Operating
 income before interest, taxes, depreciation and amortization and integration
 costs on cablesystems exchange was $125.1 million, an increase of $15.2
 million or 13.8% from $109.9 million in the first quarter of the prior year.
     The gain in Cable revenue reflects growth in each of high-speed Internet
 service, core cable TV operations and Video stores. Core cable TV revenue
 increased 4.6% due to increases in tier and basic service rates combined with
 growth in Digital Cable. Revenue at Rogers@Home increased 52.9% versus the
 prior years first quarter. Revenue growth also included year-over-year Video
 Stores growth of $7.2 million and Cable Atlantic Inc. ("Cable Atlantic")
 revenue of $6.1 million. On February 7, 2001, the Company completed the
 acquisition of Cable Atlantic increasing its basic subscriber base by
 approximately 75,000 basic subscribers.
     At March 31, 2001, 85.3% of basic cable service customers also subscribed
 to tier services, compared to 86.0% at March 31, 2000. Tier III is currently
 available only in Ontario where the penetration levels have grown to 62.2% at
 March 31, 2001 up from the 59.3% at March 31, 2000. At March 31, 2001, Cable
 had 2,296,800 basic cable customers, an operating increase of 5,200 from
 December 31, 2000 after adjustments to opening subscriber numbers related to
 the Shaw Cablesystems swap. During the quarter Cable placed an additional
 21,100 digital set-top devices in service, ending the first quarter with
 222,100 devices in 190,300 households. Cable ended the quarter with 403,400
 VIP customers.
     Video Stores reported revenue of $54.8 million, an increase of $7.2
 million or 15.1% from $47.6 million reported in the first quarter of the prior
 year, due to increases in same store revenue of 8.7% combined with the
 increased number of stores. Video Stores opened 3 stores in the quarter,
 ending the quarter with a total of 244 stores, as compared to 229 stores at
 March 31, 2000.
     Cable reported improved operating margins in its core cable TV business,
 with margins of 42.5% compared to 41.7% in the first quarter of the prior
 year.
     During the first quarter, Cable added 28,500 High-Speed Internet
 customers, ending the quarter with 346,800 customers after a strong sales
 performance in March. At March 31, 2001, Cable was able to market its high-
 speed Internet access services to approximately 82% of homes passed. Operating
 margins in the high-speed Internet division of Cable were 35.0%, compared to
 30.1% in the first quarter of the prior year.
 
     Operating Expenses
 
     Cable operating expenses were $221.8 million, an increase of $21.3
 million or 10.6% from $200.5 million in the first quarter of 2000. Operating
 expense increases included a $4.8 million increase in core cable operation
 expenses, $3.6 million of Cable Atlantic expenses, $6.7 million of @ Home
 expenses and $6.2 million additional video store expenses.
 
     Capital Expenditures
 
     Capital expenditures totaled $151.3 million, an increase from $118.9
 million in the first quarter of the prior year. Network related expenditures
 in the quarter were $65.6 million and High Speed Internet related expenditures
 were $21.6 million. Included in the balance of the capital expenditures were
 the costs of purchasing digital set top boxes, and costs associated with
 exchanging the digital technology in the Ontario cable systems acquired from
 Shaw Communications Inc.
     Cable spent approximately $9.8 million on integration costs related to
 the exchange of certain cable systems properties with Shaw. As at March 31,
 2001, the Shaw customer base has been fully converted to the Cable billing
 system and the majority of customer-facing integration activities are
 complete.
 
     Media
     Media reported revenue of $158.4 million, an increase of $9.8 million or
 6.6% from $148.6 million in the prior years first quarter. Operating income
 before depreciation and amortization was $2.4 million, a decrease of $5.4
 million from $7.8 million in the prior years first quarter. The decline in
 operating income before depreciation and amortization is directly attributable
 to a reduction in Publishing operating income and the iMedia restructuring.
     The Radio group reported revenue of $29.0 million, an increase $1.6
 million or 5.8%, from $27.4 million in the prior year's first quarter. The
 revenue increase is due mainly to strong results at the Ottawa and Toronto
 stations. Operating income for the Radio group of $2.2 million was flat
 compared to $2.1 million earned in the prior years first quarter. During the
 quarter, the Vernon application for FM conversion was approved and a fall
 launch is planned.
     CFMT-TV, Media's multilingual television station in Toronto, reported
 revenue of $11.8 million, the same as the first quarter of 2000. Television's
 operating income for the quarter was $2.3 million, a decrease of $0.5 million
 or 17.1%, from $2.8 million in the prior year's first quarter due to
 anticipated programming costs increases.
     The Shopping Channel's ("tSc") revenue was $48.4 million, an increase of
 $3.3 million or 7.3%, from $45.1 million in the first quarter of the prior
 year. tSc continues to expand items shipped through both its conventional over-
 the-air channel as well as its on-line retail store and catalogue channels.
 Non-broadcast channels of tSc produced 16.5% of tSc's revenue, compared to
 11.5% in the first quarter of 2000. tSc operating income was 9.8% below last
 year, due to increased costs related to the build of the Jewellery and Toys
 businesses, launched late in 2000.
     Publishing revenue was $66.2 million, an increase of $3.0 million or
 4.8%, from $63.2 million in the prior year's first quarter. The revenue growth
 was driven by continued strong sales from the Women's publications (Chatelaine
 and Flare) and strong performance from News and Business publications.
 Operating income was $1.5 million, a decrease of $2.1 million or 5.8%, from
 $3.6 million in the first quarter of the prior year due to increased costs
 from the expansion of the Medical Education Network and costs related to the
 acquisition of the Physicians Financial News later in 2000.
     During the quarter, iMedia announced a restructuring of its operations
 with the objective of focusing on its core Internet properties. iMedia revenue
 was $3.0 million, an increase of $1.9 million from $1.1 million in the prior
 year's first quarter. Operating loss was $5.8 million, an increase of $2.0
 million or 52.6%, from an operating loss of $3.8 million in the prior year's
 first quarter primarily due to the iMedia restructuring.
 
     Sports
 
     This is the first full quarter in which the Company has reported results
 from the 80% owned Toronto Blue Jays Baseball Club and 51% owned Toronto
 Phantoms Football Club. Both clubs will commence season play in the second
 quarter and to date, revenues of $3.5 million have been from the sale of
 merchandise, corporate sponsorships and exhibition season ticket sales.
     Operating expenses of $13.3 million reflect costs incurred to ready each
 team for regular season play and ongoing administrative costs.
 
     Risks and Uncertainties
 
     There have been no material changes in any risks or uncertainties facing
 Rogers Communications Inc. since the year ended December 31, 2000.
 
     Liquidity and Capital Resources
 
     Cash flow from operating activities decreased to $98.9 million from
 $119.3 million in the first quarter of the prior year. RCI's operating cash
 flow shortfall (defined as cash flow from operating activities after working
 capital, capital expenditures including spectrum acquisitions and
 distributions on convertible preferred securities) was $660.3 million in the
 first quarter of 2001.
     At March 31, 2001, RCI's total long-term debt was $4.5 billion, an
 increase of approximately $520 million from $4.0 billion at December 31, 2000.
 Long-term debt reflects an increase in the Canadian dollar equivalent value of
 unhedged US dollar denominated debt and a $454 million increase in the amount
 borrowed under the Wireless' credit facility as a result of capital spending.
 Total capital expenditures were $316.8 million, compared to $217.2 million in
 the first quarter of the prior year.
 
     Financing
 
     On February 13, 2001, RCI and Wireless announced jointly their financing
 plans for the acquisition of additional spectrum for personal communications
 services following the successful bidding in the Industry Canada spectrum
 auction that ended on February 1, 2001. In the spectrum auction, Wireless
 agreed to purchase spectrum for a total purchase price of approximately $394
 million.
     RCI and AT&T Wireless Services, Inc. ("AWS") agreed to provide the
 funding through short-term unsecured loans on arm's length commercial terms.
 RCI agreed to advance approximately 60% of the aggregate loan amount and AWS
 agreed to advance approximately 40% of the aggregate loan amount. The
 committed funding was advanced by March 8, 2001 in connection with Wireless'
 scheduled payments to Industry Canada on March 15, 2001 for the purchase price
 of the spectrum.
     Wireless is carrying-out a rights offering in which it is offering all
 holders of record of its Class B Restricted Voting Shares and Class A Multiple
 Voting Shares the rights to purchase its Class B Restricted Voting Shares. One
 right was issued for each Class A Multiple Voting Share or Class B Restricted
 Voting Share held by registered holders of the outstanding Class A Multiple
 Voting Shares and Class B Restricted Voting Shares of record as at the close
 of business on March 16, 2001. A holder of rights is entitled to subscribe, at
 or before April 18, 2001, for one Class B Restricted Voting Share at a price
 of $22.41 for each 6.5 rights held. Rights not exercised at or before April
 18, 2001 will be void. Wireless will repay all amounts under the shareholder
 loans, provided by RCI and AWS, from the proceeds of the rights offering.
 
     Rogers Communications Inc. is Canada's national communications company
 engaged in cellular, Digital PCS, paging and data communications through
 Rogers AT&T Wireless; in cable television, high-speed Internet access and
 video retailing through Rogers Cable Inc., and in radio and television
 broadcasting, tele-shopping, publishing and new media businesses through
 Rogers Media Inc.
 
     (see attached financial tables and notes to financial tables)
 
 
     Rogers Communications Inc.
     --------------------------
     Consolidated Statements of Income
     ----------------------------------
 
     (in thousands of dollars except              Three months ended March 31
      per share data)                                 2001           2000
     --------------------------------------------------------  ---------------
                                                 (Unaudited)      (Unaudited)
     Revenue                                  $    886,495       $    807,717
     Operating, general and administrative
      expenses                                     681,819            599,843
     --------------------------------------------------------  ---------------
     Operating income before the following         204,676            207,874
     Integration costs on cablesystems
      exchange                                       9,797                  -
     Depreciation and amortization                 218,658            165,778
     --------------------------------------------------------  ---------------
     Operating Income (loss)                       (23,779)            42,096
     Interest on long-term debt                     98,639             87,910
     --------------------------------------------------------  ---------------
                                                  (122,418)           (45,814)
     Gain on sale of assets and other
      investments                                      536             74,508
     Investment and other income                     1,779             (1,795)
     --------------------------------------------------------  ---------------
     Income (loss) before income taxes
      and non-controlling interest                (120,103)            26,899
     --------------------------------------------------------  ---------------
 
     Income taxes
          Current                                    3,252              2,632
          Future                                     3,519             10,156
     --------------------------------------------------------  ---------------
                                                     6,771             12,788
     --------------------------------------------------------  ---------------
     Income (loss) before non-controlling
      interest                                    (126,874)            14,111
     Non-controlling interest                       22,938              5,162
     --------------------------------------------------------  ---------------
     Net income (loss)                       $    (103,936)      $     19,273
     --------------------------------------------------------  ---------------
     --------------------------------------------------------  ---------------
 
     Earnings per share
         Basic                               $       (0.59)      $       0.05
         Fully diluted                       $       (0.59)      $       0.05
     Weighted average number of Class A
      Voting and Class B Non-Voting
      shares outstanding (thousands)
         Basic                                     206,772            203,385
         Fully diluted                             215,401            213,624
     --------------------------------------------------------  ---------------
     --------------------------------------------------------  ---------------
 
 
     Rogers Communications Inc.
     --------------------------
     Consolidated Statements of Cash Flows
     -------------------------------------
 
                                                 Three months ended March 31
     (in thousands of dollars)                       2001           2000
     --------------------------------------------------------  ---------------
                                                 (Unaudited)      (Unaudited)
     Cash flows from operating activities:
       Net income for the period             $    (103,936)      $     19,273
       Adjustments to reconcile net income
        to net cash flows from operating
        activities:
           Depreciation and amortization           218,658            165,778
           Future income taxes                       3,519             10,156
           Non-controlling interest                (22,938)            (5,162)
           Gain on sale of subsidiaries,
            assets and other investments              (536)           (74,508)
           Share of income of associated
            companies, net                           1,578              1,240
           Accrued interest due on
            repayment of certain notes               2,407              2,176
           Dividends from associated
            companies                                  115                350
     --------------------------------------------------------  ---------------
                                                    98,867            119,303
       Changes in:
           Accounts receivable                      50,153             30,446
           Accounts payable and accrued
            liabilities and unearned revenue        (8,637)           (48,850)
           Deferred charges and other assets       (78,797)           (33,240)
     --------------------------------------------------------  ---------------
                                                    61,586             67,659
     --------------------------------------------------------  ---------------
     Cash flows from financing activities:
           Issue of long-term debt, net            385,608            371,362
           Funds received from non-controlling
            shareholders                           155,716                  -
           Issue of capital stock                    6,908              8,374
           Dividends on preferred shares and
            distribution on convertible
            preferred securities                    (8,264)            (8,251)
     --------------------------------------------------------  ---------------
                                                   539,968            371,485
     --------------------------------------------------------  ---------------
     Cash flows from investing activities:
           Additions to fixed assets              (316,826)          (217,178)
           Acquisition of spectrum licences
            (note 3)                              (396,824)                 -
           Proceeds on sale of assets and
            other investments                          748             95,655
           Investment in Cogeco Inc. and
            Cogeco Cable Inc.                            -           (267,458)
           Acquisition of subsidiary
            companies, net of cash
            acquired (note 2)                      (11,679)                 -
           Other investments                          (724)           (92,699)
     --------------------------------------------------------  ---------------
                                                  (725,305)          (481,680)
     --------------------------------------------------------  ---------------
 
     Increase (decrease) in cash and
      cash equivalents                            (123,751)           (42,536)
     Cash and cash equivalents, beginning
      of period                                    299,151             13,937
     --------------------------------------------------------  ---------------
 
     Cash and cash equivalents (deficiency),
      end of period                          $     175,400       $    (28,599)
     --------------------------------------------------------  ---------------
     --------------------------------------------------------  ---------------
 
     Cash and cash equivalents (deficiency) are defined as cash and short-term
     deposits, which have an original maturity of less than 90 days, less
     bank advances.
 
 
     Rogers Communications Inc.
     --------------------------
     Consolidated Balance Sheets
     ----------------------------
 
     (in thousands of dollars)                      March 31,    December 31,
                                                      2001           2000
     --------------------------------------------------------  ---------------
                                                 (Unaudited)      (Audited)
 
     Assets
     Fixed assets                            $   4,223,563       $  4,047,329
     Goodwill, spectrum licence and
      other intangible assets (note 2)           2,165,583          1,573,923
     Investments (Note 4)                          950,534            972,648
     Cash and short-term deposits                  175,400            299,151
     Accounts receivable                           454,288            501,553
     Deferred charges                              284,704            235,824
     Other assets                                  334,841            235,867
     --------------------------------------------------------  ---------------
 
                                             $   8,588,913       $  7,866,295
     --------------------------------------------------------  ---------------
     --------------------------------------------------------  ---------------
 
     Liabilities and Shareholders' Equity
     Liabilities:
     Long-term debt (note 5)                 $   4,477,095       $  3,957,662
     Accounts payable and accrued
      liabilities                                1,271,336          1,127,996
     Unearned revenue                              121,334            104,467
     Future income taxes                           142,438            145,560
     --------------------------------------------------------  ---------------
                                                 6,012,203          5,335,685
     Non-controlling interest                       91,494            114,432
     Shareholders' equity (note 6)               2,485,216          2,416,178
     --------------------------------------------------------  ---------------
 
                                             $   8,588,913       $  7,866,295
     --------------------------------------------------------  ---------------
     --------------------------------------------------------  ---------------
 
 
     Rogers Communications Inc.
     --------------------------
     Consolidated Statements of Deficit
     ----------------------------------
 
     (in thousands of dollars)                      March 31,    December 31,
                                                      2001           2000
     --------------------------------------------------------  ---------------
                                                 (Unaudited)      (Audited)
 
     Deficit, beginning of period            $     (63,041)      $  (160,510)
     Net Income (loss)                            (103,936)          141,442
     Dividends on Series B and Series E
      Preferred shares, and on the Class A
      Voting and Class B Non-Voting shares             (14)          (10,200)
     Distribution on Convertible Preferred
      Securities, net of income tax recovery
      of $3,597 (2000 - $14,388)                    (4,653)          (18,612)
     Dividends accreted on Preferred
      Securities, net of income tax recovery
      of $7,536 (2000 - $11,721)                    (9,748)          (15,161)
     --------------------------------------------------------  ---------------
     Deficit, end of period                  $    (181,392)      $   (63,041)
     --------------------------------------------------------  ---------------
     --------------------------------------------------------  ---------------
 
     See accompanying Notes to Consolidated Financial Statements.
 
 
     Rogers Communications Inc.
     --------------------------
     Notes to Consolidated Financial Statements
     ------------------------------------------
 
     Three months ended March 31, 2001 and 2000
 
     1.  Significant accounting policies
 
         The interim consolidated financial statements include the accounts of
         Rogers Communications Inc. ("RCI") and its subsidiary companies
         (collectively the "Company").  These interim financial statements
         should be read in conjunction with the most recently prepared annual
         financial statements.
 
         These interim consolidated financial statements follow the same
         accounting policies and methods of application as the most recent
         annual statements except as follows;
 
         i.  Effective January 1, 2001, the Company changed the estimated
             useful lives of certain network equipment that will result in and
             increase in depreciation expense of approximately $25 million for
             fiscal 2001.  The impact of this change for the three months
             ended March 31, 2001, was to increase depreciation expense by
             $6.5 million.
         ii. Effective January 1, 2001, the Company adopted the "Earnings per
             Share" standards issued by the Canadian Institute of Chartered
             Accountants.  The standard requires the use of the treasury stock
             method for calculating fully diluted earnings per share
             consistent with United States Generally Accepted Accounting
             Principles.
 
     2. Acquisitions
 
     Details of net assets acquired, at fair value, and the consideration
     given are as follows:
 
     (in thousands of dollars)              March 31, 2001  December 31, 2000
     ------------------------------------------------------ ------------------
     Fixed assets                            $      42,714       $      3,468
     Investments acquired                                -             11,899
     Goodwill                                      208,081            148,784
     Other intangible assets                             -            119,926
     Other assets                                    4,216             14,689
     ------------------------------------------------------ ------------------
                                                   255,011            298,766
     Accounts payable and accrued
      liabilities and debt assumed                  80,689             89,488
     ------------------------------------------------------ ------------------
     Total consideration                     $     174,322       $    209,278
     ------------------------------------------------------ ------------------
     ------------------------------------------------------ ------------------
     Consideration comprised of:
     Cash                                    $      11,679       $    209,278
     Class B Non-Voting shares                     162,643                  -
     ------------------------------------------------------ ------------------
                                             $     174,322       $    209,278
     ------------------------------------------------------ ------------------
     ------------------------------------------------------ ------------------
 
     On February 7, 2001, the Company acquired the shares of Cable Atlantic
 Inc., which had cable television systems serving approximately 75,000 basic
 subscribers in Newfoundland. The Company paid cash of $11,679,000, net of cash
 acquired, and issued 4,170,330 Class B Non-Voting shares. The purchase price
 is subject to certain working capital and valuation changes.
 
 
     3. Goodwill, spectrum licence and other intangible assets
 
     (in thousands of dollars)              March 31, 2001  December 31, 2000
     ------------------------------------------------------ ------------------
 
     Goodwill                                $   1,982,121       $  1,767,971
     Spectrum licence                              396,824                  -
     Intangible assets                             119,926            119,926
     ------------------------------------------------------ ------------------
                                             $   2,498,871       $  1,887,897
      Less accumulated amortization                333,288            313,974
     ------------------------------------------------------ ------------------
                                             $   2,165,583       $  1,573,923
     ------------------------------------------------------ ------------------
 
 
     Rogers Wireless participated in the Industry Canada PCS Spectrum Auction
 which was completed on February 1, 2001. Rogers Wireless purchased a total of
 23 spectrum licences, in 12 of 14 regions in Canada, providing the utilization
 of 10MHz of spectrum for each licence in the 1.9GHz for a total of
 $396,824,000 including incremental costs related to preparation and
 participation in the auction. The spectrum will facilitate the additional
 capacity of existing wireless voice communications services and the
 introduction of new wireless data communication services. Each spectrum
 licence has a life of 10 years. The accounting policy adopted by the Company
 is to amortize the value of the licence over its 10 year term.
 
 
     4. Investments
     Investments, at cost                      Quoted
     (in thousands                             market    March 31,   December
      of dollars)       Number  Description    value     2001        31, 2000
     -------------------------------------------------------------  ----------
     Publicly traded
      companies:
 
     AT&T Canada Inc.
     ("AT&T Canada")  25,002,100 Class B
                                 Deposit
                                 Receipts   $ 1,153,847 $  450,104  $  450,104
     Cogeco Cable Inc.
     ("Cogeco Cable")  4,253,800 Subordinate
                                 voting
                                 Common         108,259    187,167     187,167
     Cogeco Inc.
     ("Cogeco")        2,724,800 Subordinate
                                 voting
                                 Common          63,079    120,818     120,818
     Liberate
     Technologies, Inc.
     ("Liberate")      1,506,888 Common          18,792     20,726      20,938
                         200,000 Warrants           424          -           -
     Terayon
     Communications
     Systems, Inc.
     ("Terayon")       3,087,618 Common          21,134          1           1
 
     Astral
     Communications Inc. 141,300 Class B
                                 Common
                                 Subordinate
                                 Voting           8,125      1,697       1,697
     At Home
     Corporation       5,674,125 Warrants
                                 - vested            -           -           -
                         595,429 Warrants
                                 - not vested        -           -           -
     Bid.com
     International Inc.
     ("Bid.com")         202,300 Common            148         264         255
 
     Other                                      16,615      32,597      32,537
     -------------------------------------------------------------  ----------
                                             1,390,423     813,374     813,517
 
     Private technology companies:
 
     Futureway
     Communications,
     Inc.
     ("Futureway")     6,117,848 Series 2
                                 units                      26,165      26,161
     Other                                                  43,194      42,450
 
     Other private
     companies                                              19,596      40,402
 
     Investments
     accounted for by
     the equity method                                      48,205      50,118
     -------------------------------------------------------------  ----------
 
                                                        $  950,534  $  972,648
     -------------------------------------------------------------  ----------
 
 
     5. Long-term debt
     (in thousands of dollars)      Interest rate   March 31,    December 31,
                                                    2001         2000
     ---------------------------------------------------------  --------------
     (A)    Corporate:
       (i)   Convertible Debentures,
              due 2005                    5-3/4%  $   301,021    $   283,924
       (ii)  Senior Notes, due 2006       9-1/8%       86,194         81,975
       (iii) Senior Notes, due 2006      10-1/2%       75,000         75,000
       (iv)  Senior Notes, due 2007       8-7/8%      304,238        292,245
       (v)   Senior Notes, due 2007       8-3/4%      165,000        165,000
     (B)     Wireless:
       (i)   Bank loan                  Floating      454,000              -
       (ii)  Senior Secured Notes,
              due 2006                   10-1/2%      160,000        160,000
       (iii) Senior Secured Notes,
              due 2007                     8.30%      278,802        272,162
       (iv)  Senior Secured Debentures,
              due 2008                                433,121        433,121
       (v)   Senior Secured Debentures,
              due 2016                                229,962        222,005
       (vi)  Senior Subordinated Notes,
              due 2007                                339,141        322,543
     (C)     Cable:
       (i)   Bank loan                 Floating             -              -
       (ii)  Senior Secured Second
              Priority Notes, due 2002    9-5/8%      116,389        116,389
       (iii) Senior Secured Note,
              due 2002                 Floating       300,000        300,000
       (iv)  Senior Secured Second
              Priority Notes, due 2005      10%       412,771        412,146
       (v)   Senior Secured Second
              Priority Debentures,
              due 2007                      10%       146,223        146,223
       (vi)  Senior Secured Second
              Priority Debentures,
              due 2012                  10-1/8%       172,867        172,867
       (vii) Senior Secured Second
              Priority Debentures,
              due 2014                    9.65%       300,000        300,000
       (viii)Senior Subordinated
             Guaranteed Debentures,
              due 2015                      11%       164,852        164,264
     (D)     Media:
             Bank loan                 Floating             -              -
     (E)     Obligations under
              mortgages
              and capital leases        Various        37,514         37,798
     ---------------------------------------------------------  --------------
                                                  $ 4,477,095    $ 3,957,662
     ---------------------------------------------------------  --------------
     ---------------------------------------------------------  --------------
 
 
     6. Shareholders' Equity
     (in thousands of dollars)                         March 31,  December 31,
                                                       2001       2000
     ----------------------------------------------------------- -------------
     Capital stock issued, at stated value:
 
     Preferred shares:
     Held by subsidiary companies:
               105,500    Series XXIII              $   105,500  $   105,500
               253,500    Series XXVI                   253,500      253,500
               150,000    Series XXVII                  150,000      150,000
                30,000    Series XXIX                    30,000       30,000
               818,300    Series XXX                     10,000       10,000
               300,000    Series XXXI                   300,000      300,000
               300,000    Series XXXII                  300,000      300,000
     Held by members of the Company's share
      purchase plans:
               141,831    Series B (December 31,
                          2000 - 160,221 shares)          1,787        2,019
               169,980    Series E (December 31,
                          2000 - 170,852 shares)          2,907        2,922
     Common shares:
            56,240,494    Class A Voting shares          72,320       72,320
           152,424,581    Class B Non-Voting shares
                          (December 31, 2000 -
                          147,856,858 shares)           247,656      240,235
     ----------------------------------------------------------- -------------
                                                      1,473,670    1,466,496
     Deduct:
     Amounts receivable from employees under
      certain share purchase plans, including
      $1,289 from officers (December 31, 2000
      - $1,478)                                          3,782         4,249
     Preferred shares of the Company
      held by subsidiary companies                   1,149,000     1,149,000
     ----------------------------------------------------------- -------------
 
     Total capital stock                               320,888       313,247
     Convertible preferred securities                  576,000       576,000
     Warrants to purchase Class B Non-Voting shares     24,000        24,000
     Preferred securities                              969,431       952,147
     Contributed surplus                               776,289       613,825
     Deficit                                          (181,392)      (63,041)
     ----------------------------------------------------------- -------------
                                                    $2,485,216   $ 2,416,178
     ----------------------------------------------------------- -------------
     ----------------------------------------------------------- -------------
 
     During 2001, the Company completed the following stock transactions:
 
     a) 18,390 Series B and 872 Series E Convertible Preferred shares with a
        value of $247,000 were converted into 19,262 Class B Non-Voting
        shares;
     b) 4,170,330 Class B Non-Voting shares with a value of $6,776,000 were
        issued as partial consideration for the acquisition of Cable Atlantic
        Inc.;
     c) 154,385 Class B Non-Voting shares were issued to employees upon the
        exercise of options for cash of $1,449,000; and
     d) 223,746 Class B Non-Voting shares were issued to employees pursuant to
        Employee Share Purchase Plan for cash of $5,459,000.
 
      As a result of the above transactions, $162,464,000 of the issued
 amounts related to the Class B Non-Voting shares was recorded in contributed
 surplus.
 
 
     7. Segmented Information
     For the three months ended March 31, 2001
 
 
      (in thousands
       of dollars)                   Wireless      Cable     Media     Sports
     -------------------------------------------------------------------------
     (Unaudited)
 
     Revenue                      $   377,685 $  346,926  $ 158,413 $   3,471
 
     Operating, general and
     administrative expenses          283,800    221,815    156,027    13,266
     -------------------------------------------------------------------------
     Operating income (loss)
      before the undernoted:           93,885    125,111      2,386    (9,795)
 
     Management fees                    2,671      6,852      2,373         -
     Integration costs on
      cablesystem exchange                  -      9,797          -         -
     Depreciation and amortization     94,539    100,000     11,846     5,717
     -------------------------------------------------------------------------
     Operating income                  (3,325)     8,462    (11,833)  (15,512)
 
     Interest Expense
        Third party                    39,781     41,631       (213)      275
        Intercompany                    8,987     (8,008)     4,331         -
 
     Gain on sale of assets and
      investments                           -          -          -         -
     Other items, net                     216       (469)     1,868       228
 
     Income tax expense (recovery)      1,816      1,205        (55)
     Non-controlling interest               -          -          -         -
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Net Income (loss)
      for the period              $   (54,125)$  (25,897) $ (17,764)$ (16,015)
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Capital expenditures,
      net                         $   160,563 $  151,258  $   4,180 $     632
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Identifiable assets          $ 2,940,507 $3,404,859  $ 650,383 $ 274,806
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
 
 
     7. Segmented Information
     For the three months ended March 31, 2001
                                               Corporate
     (in thousands                             Items and       Consolidated
      of dollars)                              Eliminations    Totals
     -------------------------------------------------------------------------
     Revenue                                  $         -     $    886,495
 
     Operating, general and
      administrative expenses                       6,911          681,819
     -------------------------------------------------------------------------
     Operating income (loss)
      before the undernoted:                       (6,911)         204,676
 
     Management fees                              (11,896)               -
     Integration costs on
      cablesystem exchange                              -            9,797
     Depreciation and amortization                  6,556          218,658
     -------------------------------------------------------------------------
     Operating income                              (1,571)         (23,779)
 
     Interest Expense
        Third party                                17,165           98,639
        Intercompany                               (5,310)               -
 
     Gain on sale of assets and
      investments                                    (536)            (536)
     Other items, net                              (3,622)          (1,779)
 
     Income tax expense (recovery)                  3,805            6,771
     Non-controlling interest                     (22,938)         (22,938)
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Net Income (loss) for the period         $     9,865     $   (103,936)
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Capital expenditures, net                $       193     $    316,826
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Identifiable assets                      $ 1,318,358     $  8,588,913
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
 
 
     7. Segmented Information
     For the three months ended March 31, 2000
 
     (in thousands
      of dollars)                    Wireless     Cable      Media    Sports
     -------------------------------------------------------------------------
     (Unaudited)
 
     Revenue                       $ 348,728   $ 310,368 $ 148,621  $      -
 
     Operating, general and
      administrative expenses        247,333     200,462   140,776         -
     -------------------------------------------------------------------------
     Operating income (loss)
      before the undernoted:         101,395     109,906     7,845         -
 
     Management fees                   2,594       6,236     2,236         -
     Depreciation and amortization    77,999      77,765     6,335         -
     -------------------------------------------------------------------------
     Operating income                 20,802      25,905      (726)        -
 
     Interest Expense
        Third party                   30,343      37,563      (105)        -
        Intercompany                       -       2,453     2,500         -
 
     Gain on sale of assets
      and investments                      -           -         -         -
     Other items, net                    (40)        412     1,497         -
 
     Income tax expense (recovery)     1,128      (9,400)      458         -
     Non-controlling interest              -           -         -         -
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Net Income (loss) for
      the period                    $(10,629)   $ (5,123) $ (5,076) $      -
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Capital expenditures, net      $ 90,129    $118,910  $  7,941  $      -
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
 
 
     7. Segmented Information
     For the three months ended March 31, 2000
                                                 Corporate
     (in thousands                               Items and     Consolidated
      of dollars)                                Eliminations  Totals
     -------------------------------------------------------------------------
     (Unaudited)
 
     Revenue                                       $      -    $ 807,717
 
     Operating, general and
      administrative expenses                        11,272      599,843
     -------------------------------------------------------------------------
     Operating income (loss)
      before the undernoted:                        (11,272)     207,874
 
     Management fees                                (11,066)           -
     Depreciation and amortization                    3,679      165,778
     -------------------------------------------------------------------------
     Operating income                                (3,885)      42,096
 
     Interest Expense
        Third party                                  20,109       87,910
        Intercompany                                 (4,953)           -
 
     Gain on sale of assets
      and investments                               (74,508)     (74,508)
     Other items, net                                   (74)       1,795
 
     Income tax expense (recovery)                   20,602       12,788
     Non-controlling interest                        (5,162)      (5,162)
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Net Income (loss) for
      the period                                   $ 40,101   $   19,273
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Capital expenditures, net                     $    198   $  217,178
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
 
 
     This news release may include certain forward-looking statements that
 involve risks and uncertainties. The Company cautions that actual future
 performance will be affected by a number of factors, including technological
 change, regulatory change, and competitive factors many of which are beyond
 the Company's control. Therefore future events and results may vary
 substantially from what the Company currently foresees. Additional information
 identifying risks and uncertainties is contained in the Company's most recent
 Annual Information Form filed with the Ontario Securities Commission.
 
     The analyst conference call to discuss quarterly results will be
     broadcast via the Internet at http://www.rogers.com/webcast beginning
     4:00 p.m. ET., April 11, 2001.
 
 

SOURCE Rogers Communications Inc.
    TORONTO, April 11 /PRNewswire/ - ROGERS COMMUNICATIONS INC. ("RCI") today
 announced its consolidated financial results for the first quarter ended March
 31, 2001.
     Financial highlights, which are in thousands of Canadian dollars (except
 per share amounts), are as follows:
 
 
                                        Three Months Ended March 31
                                        ---------------------------
                                                                      Percent
                                        2001          2000            Change
                                        ----          ----            -------
     Revenue                       $   886,495    $   807,717          9.8%
     Operating profit (1)              204,676        207,874         (1.5%)
     Net income (loss)                (103,936)        19,273
     Net income (loss) per share     (59 cents)       5 cents
 
 
     (1) Defined as operating income before integration costs on cablesystems
         exchange (in 2001 results) and depreciation and amortization.
 
 
     Commenting on the Company's results, RCI's President and CEO, Edward S.
 (Ted) Rogers said, "While revenue growth continued to be strong in each
 operating division, operating income was affected by performance at the
 Wireless and Media divisions. Cable performance continued to be strong both
 financially and operationally with double digit operating income growth and
 its best first quarter for basic subscriber additions since 1996.
     At Wireless, we are encouraged by the trends of reduced churn levels and
 improved subscriber additions. The results of the recent spectrum auction were
 favourable to Wireless and its GSM/GPRS technology rollout is proceeding as
 planned.
     At Media, results were impacted by the overall decline in advertising
 spending. However, Media took immediate steps in the quarter to address the
 situation including restructuring of its iMedia division.
     The company remains committed to improved financial and operating
 performance."
 
     CONSOLIDATED RESULTS - FIRST QUARTER 2001 VS. 2000
 
     Consolidated revenue was $886.5 million, an increase of $78.8 million or
 9.8% from $807.7 million in the first quarter of the prior year. This year-
 over-year increase is due to 8.3% revenue growth at Wireless, 11.8% revenue
 growth at Cable, 6.6% revenue growth at Media and incremental revenue from
 sports operations acquired late in 2000. Consolidated operating profit was
 $204.7 million, a decrease of $3.2 million or 1.5% from $207.9 million in the
 first quarter of the prior year.
 
     Fixed Charges
 
     Depreciation and amortization was $218.7 million, an increase of $52.9
 million, or 31.9% from $165.8 million in the first quarter of 2000. The
 increase was primarily due to capital spending of the Cable and Wireless
 companies and the resulting higher fixed asset levels.
     Interest expense was $98.6 million, an increase of $10.7 million or 12.2%
 from $87.9 million in the first quarter of 2000, due to increased debt levels
 related to the capital build programs and spectrum licence acquisitions.
 
     Net Income (Loss)
 
     RCI recorded a loss of $103.9 million, or 59 cents per share (after
 distributions on convertible preferred securities) compared to net income of
 $19.3 million, or 5 cents per share (after distributions on convertible
 preferred securities) in the first quarter of the prior year. Excluding non-
 operating gains in both periods, RCI recorded a loss of $90.0 million or 53
 cents per share (after distributions on convertible preferred securities)
 compared to a loss of $33.1 million or 21 cents per share (after distributions
 on convertible preferred securities) in the first quarter of the prior year.
 
     Staffing
 
     At March 31, 2001, Rogers had approximately 13,500 employees an increase
 of 800 employees from 12,700 employees reported at December 31, 2000 due to
 the acquisition of Cable Atlantic and the sports franchises.
 
     Wireless
 
     Wireless revenue was $377.7 million, up $29.0 million or 8.3% from the
 first quarter of the prior year. Revenue growth was driven by a 13.8% increase
 in the average number of wireless voice subscribers, and partially offset by a
 6.8% decline in Average Revenue Per User or ("ARPU") compared to the first
 quarter of the prior year. Operating income before depreciation and
 amortization was $93.9 million, down $7.5 million or 7.4% from $101.4 million
 in the first quarter of the prior year.
     At March 31, 2001, Wireless had 3,017,400 total wireless subscribers, an
 increase of 367,100 or 13.9%, from 2,650,300 at March 31, 2000.
     At March 31, 2001, Wireless had 2,588,200 total wireless voice
 subscribers, an increase of 74,300 from December 31, 2000, comprised of 61,800
 wireless voice subscribers added in the quarter and a 12,500 adjustment for
 subscribers previously misclassified as deactivations. Gross wireless voice
 additions in the quarter totalled 242,700, an increase of 34,500, or 16.6%,
 from 208,200 gross additions in the prior year's first quarter. At March 31,
 2001, Wireless had 507,000 wireless voice subscribers on prepaid service and
 approximately 1,581,100 subscribers on digital service. Subscribers on digital
 service represented approximately 61% of the total wireless voice subscriber
 base.
     Blended voice monthly ARPU (prepaid and postpaid) was $41.88, down $3.06
 or 6.8% from $44.94 in the first quarter of 2000. The decline in ARPU was
 primarily due to an increase in the proportion of subscribers on the prepaid
 service. Prepaid subscribers accounted for 19.6% of the total wireless voice
 subscriber base at March 31, 2001 compared to 14.6% at March 31,2000. Postpaid
 monthly ARPU was $49.58 down $1.42 or 2.8% versus the prior year's first
 quarter as a result of the impact of promotional offers in the fourth quarter
 of 2000. Prepaid monthly ARPU was $9.35, up $1.31 or 16.3% versus the prior
 years first quarter. Average monthly usage per wireless voice postpaid
 subscriber was 263 minutes, up 15.9% from 227 minutes in the first quarter of
 the prior year.
 
     Customer Satisfaction and Retention
 
     Average monthly post-paid wireless voice churn was 2.25%, a reduction
 from 2.27% in the first quarter of 2000 and 2.56% (revised for the 12,500
 subscriber adjustment) in the fourth quarter of 2000. Wireless refocused a
 number of programs in the quarter including the 'Welcome Call' and 'Loyalty'
 program directly aimed at reducing churn. Churn reduction will continue to be
 the top priority.
     Total messaging and data subscribers declined by 14,700 in the first
 quarter, compared to a decline of 4,900 in the prior year's first quarter. Two-
 way messaging subscribers increased to 20,200 or 43.3% from 14,100 in the
 first quarter of the prior year. The average monthly churn rate for messaging
 and data was 3.39% versus 3.11% in the first quarter of 2000. At March 31,
 2001, Wireless had a total of 429,300 messaging and data subscribers, a
 decline of 4.0% or 17,900 since March 31, 2000 due to a decline in the number
 of one-way paging subscribers, partially offset by growth in the higher value
 BlackBerry Wireless Handheld(TM) subscribers.
 
     Operating Expenses
 
     Wireless operating expenses before sales and marketing costs were $126.8
 million, an increase of $18.6 million or 17.1% from $108.2 million in the
 first quarter of 2000. The increase in operating expenses was driven primarily
 by two factors: (1) higher customer service costs were maintained in order to
 ensure improved customer service levels and (2) effective January 1, 2001, the
 CRTC replaced the previous contribution scheme with a 4.5% contribution tax on
 all contribution eligible revenue resulting in a $7.5 million incremental
 impact on operating expenses. In mid-February, the company began to pass on
 the cost of this contribution tax to customers in the form of a higher monthly
 system access fee that had the effect of improving monthly blended voice ARPU
 in the quarter by $0.88. Average monthly wireless operating expenses before
 sales and marketing costs on a per subscriber basis were $14.44, an increase
 of $0.38 or 2.7% from $14.06 in the prior year's first quarter. Excluding the
 impact of the CRTC contribution decision, average monthly wireless operating
 expenses before sales and marketing costs on a per subscriber basis were
 $13.78.
     Sales and marketing costs were $115.2 million, an increase of $16.3
 million or 16.5% from $98.9 million in the first quarter of 2000. This
 increase is attributed mostly to a 16.6% increase in gross additions combined
 with increased subscriber retention costs related to churn reduction programs.
 Sales and marketing cost per wireless gross addition, including retention
 costs, were $423 compared to $403 in the first quarter of 2000. Excluding
 retention related costs of $34.6 million in the first quarter of 2001 and
 $25.2 million in the first quarter of 2000, sales and marketing costs on a per
 gross addition basis remained flat with the prior year.
 
     Capital Expenditures
 
     Capital expenditures totaled $160.6 million, an increase from $90.1
 million in the first quarter of 2000. Network related expenditures were $121.9
 million, of which approximately 51.4% related to the roll out of the GSM/GPRS
 overlay with the remainder for capacity and technical spending. Wireless added
 53 new cell sites to the network in the quarter. The remaining capital
 expenditures of $38.7 million related to the expansion of the Company's
 headquarters complex in Toronto, call centre expansion and information
 technology initiatives.
 
     Cable
 
     Cable revenue was $346.9 million, an increase of $36.5 million, or 11.8%
 from $310.4 million reported in the first quarter of the prior year. Operating
 income before interest, taxes, depreciation and amortization and integration
 costs on cablesystems exchange was $125.1 million, an increase of $15.2
 million or 13.8% from $109.9 million in the first quarter of the prior year.
     The gain in Cable revenue reflects growth in each of high-speed Internet
 service, core cable TV operations and Video stores. Core cable TV revenue
 increased 4.6% due to increases in tier and basic service rates combined with
 growth in Digital Cable. Revenue at Rogers@Home increased 52.9% versus the
 prior years first quarter. Revenue growth also included year-over-year Video
 Stores growth of $7.2 million and Cable Atlantic Inc. ("Cable Atlantic")
 revenue of $6.1 million. On February 7, 2001, the Company completed the
 acquisition of Cable Atlantic increasing its basic subscriber base by
 approximately 75,000 basic subscribers.
     At March 31, 2001, 85.3% of basic cable service customers also subscribed
 to tier services, compared to 86.0% at March 31, 2000. Tier III is currently
 available only in Ontario where the penetration levels have grown to 62.2% at
 March 31, 2001 up from the 59.3% at March 31, 2000. At March 31, 2001, Cable
 had 2,296,800 basic cable customers, an operating increase of 5,200 from
 December 31, 2000 after adjustments to opening subscriber numbers related to
 the Shaw Cablesystems swap. During the quarter Cable placed an additional
 21,100 digital set-top devices in service, ending the first quarter with
 222,100 devices in 190,300 households. Cable ended the quarter with 403,400
 VIP customers.
     Video Stores reported revenue of $54.8 million, an increase of $7.2
 million or 15.1% from $47.6 million reported in the first quarter of the prior
 year, due to increases in same store revenue of 8.7% combined with the
 increased number of stores. Video Stores opened 3 stores in the quarter,
 ending the quarter with a total of 244 stores, as compared to 229 stores at
 March 31, 2000.
     Cable reported improved operating margins in its core cable TV business,
 with margins of 42.5% compared to 41.7% in the first quarter of the prior
 year.
     During the first quarter, Cable added 28,500 High-Speed Internet
 customers, ending the quarter with 346,800 customers after a strong sales
 performance in March. At March 31, 2001, Cable was able to market its high-
 speed Internet access services to approximately 82% of homes passed. Operating
 margins in the high-speed Internet division of Cable were 35.0%, compared to
 30.1% in the first quarter of the prior year.
 
     Operating Expenses
 
     Cable operating expenses were $221.8 million, an increase of $21.3
 million or 10.6% from $200.5 million in the first quarter of 2000. Operating
 expense increases included a $4.8 million increase in core cable operation
 expenses, $3.6 million of Cable Atlantic expenses, $6.7 million of @ Home
 expenses and $6.2 million additional video store expenses.
 
     Capital Expenditures
 
     Capital expenditures totaled $151.3 million, an increase from $118.9
 million in the first quarter of the prior year. Network related expenditures
 in the quarter were $65.6 million and High Speed Internet related expenditures
 were $21.6 million. Included in the balance of the capital expenditures were
 the costs of purchasing digital set top boxes, and costs associated with
 exchanging the digital technology in the Ontario cable systems acquired from
 Shaw Communications Inc.
     Cable spent approximately $9.8 million on integration costs related to
 the exchange of certain cable systems properties with Shaw. As at March 31,
 2001, the Shaw customer base has been fully converted to the Cable billing
 system and the majority of customer-facing integration activities are
 complete.
 
     Media
     Media reported revenue of $158.4 million, an increase of $9.8 million or
 6.6% from $148.6 million in the prior years first quarter. Operating income
 before depreciation and amortization was $2.4 million, a decrease of $5.4
 million from $7.8 million in the prior years first quarter. The decline in
 operating income before depreciation and amortization is directly attributable
 to a reduction in Publishing operating income and the iMedia restructuring.
     The Radio group reported revenue of $29.0 million, an increase $1.6
 million or 5.8%, from $27.4 million in the prior year's first quarter. The
 revenue increase is due mainly to strong results at the Ottawa and Toronto
 stations. Operating income for the Radio group of $2.2 million was flat
 compared to $2.1 million earned in the prior years first quarter. During the
 quarter, the Vernon application for FM conversion was approved and a fall
 launch is planned.
     CFMT-TV, Media's multilingual television station in Toronto, reported
 revenue of $11.8 million, the same as the first quarter of 2000. Television's
 operating income for the quarter was $2.3 million, a decrease of $0.5 million
 or 17.1%, from $2.8 million in the prior year's first quarter due to
 anticipated programming costs increases.
     The Shopping Channel's ("tSc") revenue was $48.4 million, an increase of
 $3.3 million or 7.3%, from $45.1 million in the first quarter of the prior
 year. tSc continues to expand items shipped through both its conventional over-
 the-air channel as well as its on-line retail store and catalogue channels.
 Non-broadcast channels of tSc produced 16.5% of tSc's revenue, compared to
 11.5% in the first quarter of 2000. tSc operating income was 9.8% below last
 year, due to increased costs related to the build of the Jewellery and Toys
 businesses, launched late in 2000.
     Publishing revenue was $66.2 million, an increase of $3.0 million or
 4.8%, from $63.2 million in the prior year's first quarter. The revenue growth
 was driven by continued strong sales from the Women's publications (Chatelaine
 and Flare) and strong performance from News and Business publications.
 Operating income was $1.5 million, a decrease of $2.1 million or 5.8%, from
 $3.6 million in the first quarter of the prior year due to increased costs
 from the expansion of the Medical Education Network and costs related to the
 acquisition of the Physicians Financial News later in 2000.
     During the quarter, iMedia announced a restructuring of its operations
 with the objective of focusing on its core Internet properties. iMedia revenue
 was $3.0 million, an increase of $1.9 million from $1.1 million in the prior
 year's first quarter. Operating loss was $5.8 million, an increase of $2.0
 million or 52.6%, from an operating loss of $3.8 million in the prior year's
 first quarter primarily due to the iMedia restructuring.
 
     Sports
 
     This is the first full quarter in which the Company has reported results
 from the 80% owned Toronto Blue Jays Baseball Club and 51% owned Toronto
 Phantoms Football Club. Both clubs will commence season play in the second
 quarter and to date, revenues of $3.5 million have been from the sale of
 merchandise, corporate sponsorships and exhibition season ticket sales.
     Operating expenses of $13.3 million reflect costs incurred to ready each
 team for regular season play and ongoing administrative costs.
 
     Risks and Uncertainties
 
     There have been no material changes in any risks or uncertainties facing
 Rogers Communications Inc. since the year ended December 31, 2000.
 
     Liquidity and Capital Resources
 
     Cash flow from operating activities decreased to $98.9 million from
 $119.3 million in the first quarter of the prior year. RCI's operating cash
 flow shortfall (defined as cash flow from operating activities after working
 capital, capital expenditures including spectrum acquisitions and
 distributions on convertible preferred securities) was $660.3 million in the
 first quarter of 2001.
     At March 31, 2001, RCI's total long-term debt was $4.5 billion, an
 increase of approximately $520 million from $4.0 billion at December 31, 2000.
 Long-term debt reflects an increase in the Canadian dollar equivalent value of
 unhedged US dollar denominated debt and a $454 million increase in the amount
 borrowed under the Wireless' credit facility as a result of capital spending.
 Total capital expenditures were $316.8 million, compared to $217.2 million in
 the first quarter of the prior year.
 
     Financing
 
     On February 13, 2001, RCI and Wireless announced jointly their financing
 plans for the acquisition of additional spectrum for personal communications
 services following the successful bidding in the Industry Canada spectrum
 auction that ended on February 1, 2001. In the spectrum auction, Wireless
 agreed to purchase spectrum for a total purchase price of approximately $394
 million.
     RCI and AT&T Wireless Services, Inc. ("AWS") agreed to provide the
 funding through short-term unsecured loans on arm's length commercial terms.
 RCI agreed to advance approximately 60% of the aggregate loan amount and AWS
 agreed to advance approximately 40% of the aggregate loan amount. The
 committed funding was advanced by March 8, 2001 in connection with Wireless'
 scheduled payments to Industry Canada on March 15, 2001 for the purchase price
 of the spectrum.
     Wireless is carrying-out a rights offering in which it is offering all
 holders of record of its Class B Restricted Voting Shares and Class A Multiple
 Voting Shares the rights to purchase its Class B Restricted Voting Shares. One
 right was issued for each Class A Multiple Voting Share or Class B Restricted
 Voting Share held by registered holders of the outstanding Class A Multiple
 Voting Shares and Class B Restricted Voting Shares of record as at the close
 of business on March 16, 2001. A holder of rights is entitled to subscribe, at
 or before April 18, 2001, for one Class B Restricted Voting Share at a price
 of $22.41 for each 6.5 rights held. Rights not exercised at or before April
 18, 2001 will be void. Wireless will repay all amounts under the shareholder
 loans, provided by RCI and AWS, from the proceeds of the rights offering.
 
     Rogers Communications Inc. is Canada's national communications company
 engaged in cellular, Digital PCS, paging and data communications through
 Rogers AT&T Wireless; in cable television, high-speed Internet access and
 video retailing through Rogers Cable Inc., and in radio and television
 broadcasting, tele-shopping, publishing and new media businesses through
 Rogers Media Inc.
 
     (see attached financial tables and notes to financial tables)
 
 
     Rogers Communications Inc.
     --------------------------
     Consolidated Statements of Income
     ----------------------------------
 
     (in thousands of dollars except              Three months ended March 31
      per share data)                                 2001           2000
     --------------------------------------------------------  ---------------
                                                 (Unaudited)      (Unaudited)
     Revenue                                  $    886,495       $    807,717
     Operating, general and administrative
      expenses                                     681,819            599,843
     --------------------------------------------------------  ---------------
     Operating income before the following         204,676            207,874
     Integration costs on cablesystems
      exchange                                       9,797                  -
     Depreciation and amortization                 218,658            165,778
     --------------------------------------------------------  ---------------
     Operating Income (loss)                       (23,779)            42,096
     Interest on long-term debt                     98,639             87,910
     --------------------------------------------------------  ---------------
                                                  (122,418)           (45,814)
     Gain on sale of assets and other
      investments                                      536             74,508
     Investment and other income                     1,779             (1,795)
     --------------------------------------------------------  ---------------
     Income (loss) before income taxes
      and non-controlling interest                (120,103)            26,899
     --------------------------------------------------------  ---------------
 
     Income taxes
          Current                                    3,252              2,632
          Future                                     3,519             10,156
     --------------------------------------------------------  ---------------
                                                     6,771             12,788
     --------------------------------------------------------  ---------------
     Income (loss) before non-controlling
      interest                                    (126,874)            14,111
     Non-controlling interest                       22,938              5,162
     --------------------------------------------------------  ---------------
     Net income (loss)                       $    (103,936)      $     19,273
     --------------------------------------------------------  ---------------
     --------------------------------------------------------  ---------------
 
     Earnings per share
         Basic                               $       (0.59)      $       0.05
         Fully diluted                       $       (0.59)      $       0.05
     Weighted average number of Class A
      Voting and Class B Non-Voting
      shares outstanding (thousands)
         Basic                                     206,772            203,385
         Fully diluted                             215,401            213,624
     --------------------------------------------------------  ---------------
     --------------------------------------------------------  ---------------
 
 
     Rogers Communications Inc.
     --------------------------
     Consolidated Statements of Cash Flows
     -------------------------------------
 
                                                 Three months ended March 31
     (in thousands of dollars)                       2001           2000
     --------------------------------------------------------  ---------------
                                                 (Unaudited)      (Unaudited)
     Cash flows from operating activities:
       Net income for the period             $    (103,936)      $     19,273
       Adjustments to reconcile net income
        to net cash flows from operating
        activities:
           Depreciation and amortization           218,658            165,778
           Future income taxes                       3,519             10,156
           Non-controlling interest                (22,938)            (5,162)
           Gain on sale of subsidiaries,
            assets and other investments              (536)           (74,508)
           Share of income of associated
            companies, net                           1,578              1,240
           Accrued interest due on
            repayment of certain notes               2,407              2,176
           Dividends from associated
            companies                                  115                350
     --------------------------------------------------------  ---------------
                                                    98,867            119,303
       Changes in:
           Accounts receivable                      50,153             30,446
           Accounts payable and accrued
            liabilities and unearned revenue        (8,637)           (48,850)
           Deferred charges and other assets       (78,797)           (33,240)
     --------------------------------------------------------  ---------------
                                                    61,586             67,659
     --------------------------------------------------------  ---------------
     Cash flows from financing activities:
           Issue of long-term debt, net            385,608            371,362
           Funds received from non-controlling
            shareholders                           155,716                  -
           Issue of capital stock                    6,908              8,374
           Dividends on preferred shares and
            distribution on convertible
            preferred securities                    (8,264)            (8,251)
     --------------------------------------------------------  ---------------
                                                   539,968            371,485
     --------------------------------------------------------  ---------------
     Cash flows from investing activities:
           Additions to fixed assets              (316,826)          (217,178)
           Acquisition of spectrum licences
            (note 3)                              (396,824)                 -
           Proceeds on sale of assets and
            other investments                          748             95,655
           Investment in Cogeco Inc. and
            Cogeco Cable Inc.                            -           (267,458)
           Acquisition of subsidiary
            companies, net of cash
            acquired (note 2)                      (11,679)                 -
           Other investments                          (724)           (92,699)
     --------------------------------------------------------  ---------------
                                                  (725,305)          (481,680)
     --------------------------------------------------------  ---------------
 
     Increase (decrease) in cash and
      cash equivalents                            (123,751)           (42,536)
     Cash and cash equivalents, beginning
      of period                                    299,151             13,937
     --------------------------------------------------------  ---------------
 
     Cash and cash equivalents (deficiency),
      end of period                          $     175,400       $    (28,599)
     --------------------------------------------------------  ---------------
     --------------------------------------------------------  ---------------
 
     Cash and cash equivalents (deficiency) are defined as cash and short-term
     deposits, which have an original maturity of less than 90 days, less
     bank advances.
 
 
     Rogers Communications Inc.
     --------------------------
     Consolidated Balance Sheets
     ----------------------------
 
     (in thousands of dollars)                      March 31,    December 31,
                                                      2001           2000
     --------------------------------------------------------  ---------------
                                                 (Unaudited)      (Audited)
 
     Assets
     Fixed assets                            $   4,223,563       $  4,047,329
     Goodwill, spectrum licence and
      other intangible assets (note 2)           2,165,583          1,573,923
     Investments (Note 4)                          950,534            972,648
     Cash and short-term deposits                  175,400            299,151
     Accounts receivable                           454,288            501,553
     Deferred charges                              284,704            235,824
     Other assets                                  334,841            235,867
     --------------------------------------------------------  ---------------
 
                                             $   8,588,913       $  7,866,295
     --------------------------------------------------------  ---------------
     --------------------------------------------------------  ---------------
 
     Liabilities and Shareholders' Equity
     Liabilities:
     Long-term debt (note 5)                 $   4,477,095       $  3,957,662
     Accounts payable and accrued
      liabilities                                1,271,336          1,127,996
     Unearned revenue                              121,334            104,467
     Future income taxes                           142,438            145,560
     --------------------------------------------------------  ---------------
                                                 6,012,203          5,335,685
     Non-controlling interest                       91,494            114,432
     Shareholders' equity (note 6)               2,485,216          2,416,178
     --------------------------------------------------------  ---------------
 
                                             $   8,588,913       $  7,866,295
     --------------------------------------------------------  ---------------
     --------------------------------------------------------  ---------------
 
 
     Rogers Communications Inc.
     --------------------------
     Consolidated Statements of Deficit
     ----------------------------------
 
     (in thousands of dollars)                      March 31,    December 31,
                                                      2001           2000
     --------------------------------------------------------  ---------------
                                                 (Unaudited)      (Audited)
 
     Deficit, beginning of period            $     (63,041)      $  (160,510)
     Net Income (loss)                            (103,936)          141,442
     Dividends on Series B and Series E
      Preferred shares, and on the Class A
      Voting and Class B Non-Voting shares             (14)          (10,200)
     Distribution on Convertible Preferred
      Securities, net of income tax recovery
      of $3,597 (2000 - $14,388)                    (4,653)          (18,612)
     Dividends accreted on Preferred
      Securities, net of income tax recovery
      of $7,536 (2000 - $11,721)                    (9,748)          (15,161)
     --------------------------------------------------------  ---------------
     Deficit, end of period                  $    (181,392)      $   (63,041)
     --------------------------------------------------------  ---------------
     --------------------------------------------------------  ---------------
 
     See accompanying Notes to Consolidated Financial Statements.
 
 
     Rogers Communications Inc.
     --------------------------
     Notes to Consolidated Financial Statements
     ------------------------------------------
 
     Three months ended March 31, 2001 and 2000
 
     1.  Significant accounting policies
 
         The interim consolidated financial statements include the accounts of
         Rogers Communications Inc. ("RCI") and its subsidiary companies
         (collectively the "Company").  These interim financial statements
         should be read in conjunction with the most recently prepared annual
         financial statements.
 
         These interim consolidated financial statements follow the same
         accounting policies and methods of application as the most recent
         annual statements except as follows;
 
         i.  Effective January 1, 2001, the Company changed the estimated
             useful lives of certain network equipment that will result in and
             increase in depreciation expense of approximately $25 million for
             fiscal 2001.  The impact of this change for the three months
             ended March 31, 2001, was to increase depreciation expense by
             $6.5 million.
         ii. Effective January 1, 2001, the Company adopted the "Earnings per
             Share" standards issued by the Canadian Institute of Chartered
             Accountants.  The standard requires the use of the treasury stock
             method for calculating fully diluted earnings per share
             consistent with United States Generally Accepted Accounting
             Principles.
 
     2. Acquisitions
 
     Details of net assets acquired, at fair value, and the consideration
     given are as follows:
 
     (in thousands of dollars)              March 31, 2001  December 31, 2000
     ------------------------------------------------------ ------------------
     Fixed assets                            $      42,714       $      3,468
     Investments acquired                                -             11,899
     Goodwill                                      208,081            148,784
     Other intangible assets                             -            119,926
     Other assets                                    4,216             14,689
     ------------------------------------------------------ ------------------
                                                   255,011            298,766
     Accounts payable and accrued
      liabilities and debt assumed                  80,689             89,488
     ------------------------------------------------------ ------------------
     Total consideration                     $     174,322       $    209,278
     ------------------------------------------------------ ------------------
     ------------------------------------------------------ ------------------
     Consideration comprised of:
     Cash                                    $      11,679       $    209,278
     Class B Non-Voting shares                     162,643                  -
     ------------------------------------------------------ ------------------
                                             $     174,322       $    209,278
     ------------------------------------------------------ ------------------
     ------------------------------------------------------ ------------------
 
     On February 7, 2001, the Company acquired the shares of Cable Atlantic
 Inc., which had cable television systems serving approximately 75,000 basic
 subscribers in Newfoundland. The Company paid cash of $11,679,000, net of cash
 acquired, and issued 4,170,330 Class B Non-Voting shares. The purchase price
 is subject to certain working capital and valuation changes.
 
 
     3. Goodwill, spectrum licence and other intangible assets
 
     (in thousands of dollars)              March 31, 2001  December 31, 2000
     ------------------------------------------------------ ------------------
 
     Goodwill                                $   1,982,121       $  1,767,971
     Spectrum licence                              396,824                  -
     Intangible assets                             119,926            119,926
     ------------------------------------------------------ ------------------
                                             $   2,498,871       $  1,887,897
      Less accumulated amortization                333,288            313,974
     ------------------------------------------------------ ------------------
                                             $   2,165,583       $  1,573,923
     ------------------------------------------------------ ------------------
 
 
     Rogers Wireless participated in the Industry Canada PCS Spectrum Auction
 which was completed on February 1, 2001. Rogers Wireless purchased a total of
 23 spectrum licences, in 12 of 14 regions in Canada, providing the utilization
 of 10MHz of spectrum for each licence in the 1.9GHz for a total of
 $396,824,000 including incremental costs related to preparation and
 participation in the auction. The spectrum will facilitate the additional
 capacity of existing wireless voice communications services and the
 introduction of new wireless data communication services. Each spectrum
 licence has a life of 10 years. The accounting policy adopted by the Company
 is to amortize the value of the licence over its 10 year term.
 
 
     4. Investments
     Investments, at cost                      Quoted
     (in thousands                             market    March 31,   December
      of dollars)       Number  Description    value     2001        31, 2000
     -------------------------------------------------------------  ----------
     Publicly traded
      companies:
 
     AT&T Canada Inc.
     ("AT&T Canada")  25,002,100 Class B
                                 Deposit
                                 Receipts   $ 1,153,847 $  450,104  $  450,104
     Cogeco Cable Inc.
     ("Cogeco Cable")  4,253,800 Subordinate
                                 voting
                                 Common         108,259    187,167     187,167
     Cogeco Inc.
     ("Cogeco")        2,724,800 Subordinate
                                 voting
                                 Common          63,079    120,818     120,818
     Liberate
     Technologies, Inc.
     ("Liberate")      1,506,888 Common          18,792     20,726      20,938
                         200,000 Warrants           424          -           -
     Terayon
     Communications
     Systems, Inc.
     ("Terayon")       3,087,618 Common          21,134          1           1
 
     Astral
     Communications Inc. 141,300 Class B
                                 Common
                                 Subordinate
                                 Voting           8,125      1,697       1,697
     At Home
     Corporation       5,674,125 Warrants
                                 - vested            -           -           -
                         595,429 Warrants
                                 - not vested        -           -           -
     Bid.com
     International Inc.
     ("Bid.com")         202,300 Common            148         264         255
 
     Other                                      16,615      32,597      32,537
     -------------------------------------------------------------  ----------
                                             1,390,423     813,374     813,517
 
     Private technology companies:
 
     Futureway
     Communications,
     Inc.
     ("Futureway")     6,117,848 Series 2
                                 units                      26,165      26,161
     Other                                                  43,194      42,450
 
     Other private
     companies                                              19,596      40,402
 
     Investments
     accounted for by
     the equity method                                      48,205      50,118
     -------------------------------------------------------------  ----------
 
                                                        $  950,534  $  972,648
     -------------------------------------------------------------  ----------
 
 
     5. Long-term debt
     (in thousands of dollars)      Interest rate   March 31,    December 31,
                                                    2001         2000
     ---------------------------------------------------------  --------------
     (A)    Corporate:
       (i)   Convertible Debentures,
              due 2005                    5-3/4%  $   301,021    $   283,924
       (ii)  Senior Notes, due 2006       9-1/8%       86,194         81,975
       (iii) Senior Notes, due 2006      10-1/2%       75,000         75,000
       (iv)  Senior Notes, due 2007       8-7/8%      304,238        292,245
       (v)   Senior Notes, due 2007       8-3/4%      165,000        165,000
     (B)     Wireless:
       (i)   Bank loan                  Floating      454,000              -
       (ii)  Senior Secured Notes,
              due 2006                   10-1/2%      160,000        160,000
       (iii) Senior Secured Notes,
              due 2007                     8.30%      278,802        272,162
       (iv)  Senior Secured Debentures,
              due 2008                                433,121        433,121
       (v)   Senior Secured Debentures,
              due 2016                                229,962        222,005
       (vi)  Senior Subordinated Notes,
              due 2007                                339,141        322,543
     (C)     Cable:
       (i)   Bank loan                 Floating             -              -
       (ii)  Senior Secured Second
              Priority Notes, due 2002    9-5/8%      116,389        116,389
       (iii) Senior Secured Note,
              due 2002                 Floating       300,000        300,000
       (iv)  Senior Secured Second
              Priority Notes, due 2005      10%       412,771        412,146
       (v)   Senior Secured Second
              Priority Debentures,
              due 2007                      10%       146,223        146,223
       (vi)  Senior Secured Second
              Priority Debentures,
              due 2012                  10-1/8%       172,867        172,867
       (vii) Senior Secured Second
              Priority Debentures,
              due 2014                    9.65%       300,000        300,000
       (viii)Senior Subordinated
             Guaranteed Debentures,
              due 2015                      11%       164,852        164,264
     (D)     Media:
             Bank loan                 Floating             -              -
     (E)     Obligations under
              mortgages
              and capital leases        Various        37,514         37,798
     ---------------------------------------------------------  --------------
                                                  $ 4,477,095    $ 3,957,662
     ---------------------------------------------------------  --------------
     ---------------------------------------------------------  --------------
 
 
     6. Shareholders' Equity
     (in thousands of dollars)                         March 31,  December 31,
                                                       2001       2000
     ----------------------------------------------------------- -------------
     Capital stock issued, at stated value:
 
     Preferred shares:
     Held by subsidiary companies:
               105,500    Series XXIII              $   105,500  $   105,500
               253,500    Series XXVI                   253,500      253,500
               150,000    Series XXVII                  150,000      150,000
                30,000    Series XXIX                    30,000       30,000
               818,300    Series XXX                     10,000       10,000
               300,000    Series XXXI                   300,000      300,000
               300,000    Series XXXII                  300,000      300,000
     Held by members of the Company's share
      purchase plans:
               141,831    Series B (December 31,
                          2000 - 160,221 shares)          1,787        2,019
               169,980    Series E (December 31,
                          2000 - 170,852 shares)          2,907        2,922
     Common shares:
            56,240,494    Class A Voting shares          72,320       72,320
           152,424,581    Class B Non-Voting shares
                          (December 31, 2000 -
                          147,856,858 shares)           247,656      240,235
     ----------------------------------------------------------- -------------
                                                      1,473,670    1,466,496
     Deduct:
     Amounts receivable from employees under
      certain share purchase plans, including
      $1,289 from officers (December 31, 2000
      - $1,478)                                          3,782         4,249
     Preferred shares of the Company
      held by subsidiary companies                   1,149,000     1,149,000
     ----------------------------------------------------------- -------------
 
     Total capital stock                               320,888       313,247
     Convertible preferred securities                  576,000       576,000
     Warrants to purchase Class B Non-Voting shares     24,000        24,000
     Preferred securities                              969,431       952,147
     Contributed surplus                               776,289       613,825
     Deficit                                          (181,392)      (63,041)
     ----------------------------------------------------------- -------------
                                                    $2,485,216   $ 2,416,178
     ----------------------------------------------------------- -------------
     ----------------------------------------------------------- -------------
 
     During 2001, the Company completed the following stock transactions:
 
     a) 18,390 Series B and 872 Series E Convertible Preferred shares with a
        value of $247,000 were converted into 19,262 Class B Non-Voting
        shares;
     b) 4,170,330 Class B Non-Voting shares with a value of $6,776,000 were
        issued as partial consideration for the acquisition of Cable Atlantic
        Inc.;
     c) 154,385 Class B Non-Voting shares were issued to employees upon the
        exercise of options for cash of $1,449,000; and
     d) 223,746 Class B Non-Voting shares were issued to employees pursuant to
        Employee Share Purchase Plan for cash of $5,459,000.
 
      As a result of the above transactions, $162,464,000 of the issued
 amounts related to the Class B Non-Voting shares was recorded in contributed
 surplus.
 
 
     7. Segmented Information
     For the three months ended March 31, 2001
 
 
      (in thousands
       of dollars)                   Wireless      Cable     Media     Sports
     -------------------------------------------------------------------------
     (Unaudited)
 
     Revenue                      $   377,685 $  346,926  $ 158,413 $   3,471
 
     Operating, general and
     administrative expenses          283,800    221,815    156,027    13,266
     -------------------------------------------------------------------------
     Operating income (loss)
      before the undernoted:           93,885    125,111      2,386    (9,795)
 
     Management fees                    2,671      6,852      2,373         -
     Integration costs on
      cablesystem exchange                  -      9,797          -         -
     Depreciation and amortization     94,539    100,000     11,846     5,717
     -------------------------------------------------------------------------
     Operating income                  (3,325)     8,462    (11,833)  (15,512)
 
     Interest Expense
        Third party                    39,781     41,631       (213)      275
        Intercompany                    8,987     (8,008)     4,331         -
 
     Gain on sale of assets and
      investments                           -          -          -         -
     Other items, net                     216       (469)     1,868       228
 
     Income tax expense (recovery)      1,816      1,205        (55)
     Non-controlling interest               -          -          -         -
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Net Income (loss)
      for the period              $   (54,125)$  (25,897) $ (17,764)$ (16,015)
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Capital expenditures,
      net                         $   160,563 $  151,258  $   4,180 $     632
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Identifiable assets          $ 2,940,507 $3,404,859  $ 650,383 $ 274,806
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
 
 
     7. Segmented Information
     For the three months ended March 31, 2001
                                               Corporate
     (in thousands                             Items and       Consolidated
      of dollars)                              Eliminations    Totals
     -------------------------------------------------------------------------
     Revenue                                  $         -     $    886,495
 
     Operating, general and
      administrative expenses                       6,911          681,819
     -------------------------------------------------------------------------
     Operating income (loss)
      before the undernoted:                       (6,911)         204,676
 
     Management fees                              (11,896)               -
     Integration costs on
      cablesystem exchange                              -            9,797
     Depreciation and amortization                  6,556          218,658
     -------------------------------------------------------------------------
     Operating income                              (1,571)         (23,779)
 
     Interest Expense
        Third party                                17,165           98,639
        Intercompany                               (5,310)               -
 
     Gain on sale of assets and
      investments                                    (536)            (536)
     Other items, net                              (3,622)          (1,779)
 
     Income tax expense (recovery)                  3,805            6,771
     Non-controlling interest                     (22,938)         (22,938)
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Net Income (loss) for the period         $     9,865     $   (103,936)
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Capital expenditures, net                $       193     $    316,826
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Identifiable assets                      $ 1,318,358     $  8,588,913
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
 
 
     7. Segmented Information
     For the three months ended March 31, 2000
 
     (in thousands
      of dollars)                    Wireless     Cable      Media    Sports
     -------------------------------------------------------------------------
     (Unaudited)
 
     Revenue                       $ 348,728   $ 310,368 $ 148,621  $      -
 
     Operating, general and
      administrative expenses        247,333     200,462   140,776         -
     -------------------------------------------------------------------------
     Operating income (loss)
      before the undernoted:         101,395     109,906     7,845         -
 
     Management fees                   2,594       6,236     2,236         -
     Depreciation and amortization    77,999      77,765     6,335         -
     -------------------------------------------------------------------------
     Operating income                 20,802      25,905      (726)        -
 
     Interest Expense
        Third party                   30,343      37,563      (105)        -
        Intercompany                       -       2,453     2,500         -
 
     Gain on sale of assets
      and investments                      -           -         -         -
     Other items, net                    (40)        412     1,497         -
 
     Income tax expense (recovery)     1,128      (9,400)      458         -
     Non-controlling interest              -           -         -         -
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Net Income (loss) for
      the period                    $(10,629)   $ (5,123) $ (5,076) $      -
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Capital expenditures, net      $ 90,129    $118,910  $  7,941  $      -
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
 
 
     7. Segmented Information
     For the three months ended March 31, 2000
                                                 Corporate
     (in thousands                               Items and     Consolidated
      of dollars)                                Eliminations  Totals
     -------------------------------------------------------------------------
     (Unaudited)
 
     Revenue                                       $      -    $ 807,717
 
     Operating, general and
      administrative expenses                        11,272      599,843
     -------------------------------------------------------------------------
     Operating income (loss)
      before the undernoted:                        (11,272)     207,874
 
     Management fees                                (11,066)           -
     Depreciation and amortization                    3,679      165,778
     -------------------------------------------------------------------------
     Operating income                                (3,885)      42,096
 
     Interest Expense
        Third party                                  20,109       87,910
        Intercompany                                 (4,953)           -
 
     Gain on sale of assets
      and investments                               (74,508)     (74,508)
     Other items, net                                   (74)       1,795
 
     Income tax expense (recovery)                   20,602       12,788
     Non-controlling interest                        (5,162)      (5,162)
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Net Income (loss) for
      the period                                   $ 40,101   $   19,273
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
     Capital expenditures, net                     $    198   $  217,178
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
 
 
     This news release may include certain forward-looking statements that
 involve risks and uncertainties. The Company cautions that actual future
 performance will be affected by a number of factors, including technological
 change, regulatory change, and competitive factors many of which are beyond
 the Company's control. Therefore future events and results may vary
 substantially from what the Company currently foresees. Additional information
 identifying risks and uncertainties is contained in the Company's most recent
 Annual Information Form filed with the Ontario Securities Commission.
 
     The analyst conference call to discuss quarterly results will be
     broadcast via the Internet at http://www.rogers.com/webcast beginning
     4:00 p.m. ET., April 11, 2001.
 
 SOURCE Rogers Communications Inc.