NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. Investment in joint ventures:

The Company has contributed certain assets to joint ventures involved In 2009, Inukshuk completed the purchase of spectrum and broadcast in the provision of wireless broadband Internet service and in certain licences from Inc. (“Look”). Under the agreement, mobile commerce initiatives. As at December 31, 2010 and 2009 and for Inukshuk paid $80 million for Look’s 92 MHz of spectrum in the the years then ended, proportionately consolidating these joint provinces of and . The Company recorded an increase in ventures resulted in the following increases (decreases) in the accounts spectrum licences of $40 million related to its proportionate share of of the Company: the purchase.

2010 2009 In 2007, the Company contributed its 2.3 GHz and 3.5 GHz spectrum licences with a carrying value of $11 million to Inukshuk for non-cash Long-term assets $ 143 $ 103 consideration of $58 million. A deferred gain of $24 million, being the Current liabilities 50 16 portion of the excess of fair value over carrying value related to the Revenue 1 – other non-related venturer’s interest in the spectrum licences Expenses 31 32 contributed by the Company, was recorded on contribution of these loss for the year (30) (32) spectrum licences. This deferred gain is recorded in other long-term liabilities and is being amortized to income on a straight-line basis over In 2010, the Company completed the purchase of spectrum and seven years, of which $4 million was recognized in 2010 (2009 – broadcast licences from Craig Wireless (“Craig”) and YourLink Inc. $4 million). In addition to a cash contribution of $8 million, the other (“YourLink”) (through Inukshuk Wireless Partnership (“Inukshuk”), the venturer also contributed its 2.3 GHz and 3.5 GHz spectrum licences Company’s 50% owned joint venture with Bell ). Under the valued at $50 million to the joint venture. The Company recorded an agreement, Inukshuk paid $80 million for Craig’s 61 MHz of BRS increase in spectrum licences and cash of $25 million and $4 million, spectrum licences in the provinces of and respectively, related to its proportionate share of the contribution by and paid $14 million for YourLink’s 61 MHz spectrum in the province of the other venturer. . The Company recorded an increase in spectrum licences of $47 million related to its proportionate share of the purchases.

6. Integration and restructuring expenses:

During 2010, the Company incurred $21 million (2009 – $88 million) of During 2010, the Company incurred $5 million (2009 – $2 million) of restructuring expenses related to severances resulting from the acquisition transaction costs for business combinations and integration targeted restructuring of its employee base and to improve the expenses related to previously acquired businesses and related Company’s cost structure. restructuring.

During 2010, the Company incurred $9 million (2009 – $23 million) of The additions to the liabilities related to the integration and restructuring expenses resulting from the outsourcing of certain restructuring activities and payments made against such liabilities information technology functions. during 2010 are as follows:

During 2010, the Company incurred $5 million (2009 – $4 million) related to the closure of 50 (2009 – 20) underperforming retail store locations, primarily located in the province of Ontario.

As at As at December 31, December 31, 2009 Additions Payments 2010

Severances resulting from the targeted restructuring of the Company’s employee base $ 83 $ 21 $ (57) $ 47 Outsourcing of certain information technology functions 9 9 (18) – Retail store closures 2 5 (3) 4 Acquisition costs and integration of previously acquired businesses 2 5 (4) 3 $ 96 $ 40 $ (82) $ 54

The remaining liability, which is included in accounts payable and accrued liabilities as at December 31, 2010, will be paid over the course of 2011 and 2012.

94 ROGERS COMMUNICATIONS INC. 2010 ANNUAL REPORT