MANAGEMENT’S DISCUSSION AND ANALYSIS Normal Course Issuer Bid Share Purchases of $1.1 billion of debt securities under the Canadian Shelf. We intend to replace these expired shelf prospectuses with a new Canadian Shelf, qualifying up to $4 billion of debt securities, and a new US Shelf, qualifying up to US$4 billion of debt securities. We have no immediate intention to offer securities pursuant to either of these new shelf prospectuses. The notice set forth in this paragraph does not constitute an offer of any securities for sale or an offer to sell or the solicitation of an offer to buy any securities. In February 2013, we renewed our normal course issuer bid for our Class B Non-Voting shares for another 12-month period. This allowed us to purchase up to the lesser of 35.8 million Class B Non-Voting shares and the number of Class B Non-Voting shares that can be purchased by Rogers under the normal course issuer bid for a total purchase price of $500 million during a twelve-month period commencing February 25, 2013 and ending February 24, 2014. Pre-tax and After-tax Free Cash Flow During 2013 we purchased 546,674 Class B Non-Voting shares for cancellation under the NCIB for a purchase price of $22 million, all of which were made through the facilities of the TSX in June 2013. During 2012 we purchased 9,637,230 Class B Non-Voting shares for cancellation under the NCIB for a purchase price of $350 million. In February 2014, we filed a notice with the TSX of our intention to renew our normal course issuer bid for our Class B Non-Voting shares for another year. Subject to acceptance by the TSX, this notice gives us the right to buy up to an aggregate $500 million or 35,780,234 Class B Non-Voting shares of RCI, whichever is less, on the TSX, the NYSE and/ or alternate trading systems any time between February 25, 2014 and February 24, 2015. The number of Class B Non-Voting shares we actually buy under the normal course issuer bid, if any, and when we buy them, will depend upon our evaluation of market conditions, stock prices, our cash position, alternative uses of cash and other factors. Pre-tax cash flow was up 1% this year compared to last year due to higher adjusted operating profit, partially offset by higher additions to property, plant and equipment and higher interest on our long-term debt. After-tax free cash flow was 6 percent lower than last year because of higher cash income taxes. In 2013, we declared and paid dividends on each of our outstanding Class A Voting and Class B Non-Voting shares. We paid $876 million in cash dividends, an increase of $73 million from 2012. See “Dividend and Share Information”. Our two shelf prospectuses expired in January 2014. One shelf prospectus qualified the public offering of our debt securities in each of the provinces of Canada (Canadian Shelf) and the other shelf prospectus (together with a corresponding registration statement filed with the US Securities and Exchange Commission) qualified the public offering of our debt securities in the United States and Ontario (US Shelf). We issued an aggregate of US$2.5 billion of debt securities under the US Shelf during 2013 and, in 2012, we issued an aggregate Dividends Shelf Prospectuses 60 ROGERS COMMUNICATIONS INC. 2013 ANNUAL REPORT Years ended December 31 (In millions of dollars) 2013 2012 % Chg Adjusted operating profit 1 $ 4,993 $ 4,834 3 Property, plant and equipment expenditures (2,240) (2,142) 5 Interest on long-term debt, net of capitalization (709) (663) 7 Pre-tax free cash flow 1 2,044 2,029 1 Cash income taxes (496) (380) 31 After-tax free cash flow 1 $ 1,548 $ 1,649 (6) 1 Pre-tax free cash flow, after-tax cash flow and adjusted operating profit are non- GAAP measures and should not be considered as a substitute or alternative for GAAP measures. They are not defined terms under IFRS, and do not have standard meanings, so may not be a reliable way to compare us to other companies. See “Non- GAAP Measures” for information about these measures, including how we calculate them. (IN MILLIONS OF DOLLARS) PRE-TAX FREE CASH FLOW 2013 2012 2011 $2,044 $2,029 $1,973