Cogeco Cable posts solid third quarter results, upgrading fiscal 2013 projections

PRESS RELEASE

For immediate release

Cogeco Cable posts solid third quarter results, upgrading fiscal 2013

projections

• Results from recent acquisitions, Atlantic Broadband ("ABB") and Peer 1 Network Enterprises, Inc.

("PEER 1"), meet projections;

• Free cash flow improved by 68.4% in the quarter compared to last year;

• Over half of total indebtedness is refinanced to extend maturity and take advantage of historically

low interest rates.

Montréal, July 10, 2013 – Today, Cogeco Cable Inc. (TSX: CCA) (“Cogeco Cable” or the “Corporation”) announced its financial

results for the third quarter of fiscal 2013, ended May 31, 2013, in accordance with International Financial Reporting Standards

(“IFRS”).

For the third quarter and first nine months of fiscal 2013, which include six months operating results of ABB and four months

operating results for PEER 1:

• Third quarter revenue increased by 45.3% to reach $464.5 million and by 28.2% for the first nine months to reach $1.2

billion when compared to the same periods of the prior year;

• Operating income before depreciation and amortization increased by 40.9% to $215.1 million when compared to the

third quarter of fiscal 2012, and by 30.3% to $558.0 million when compared to the nine months of the prior year.

Operating income before depreciation and amortization increases for both periods are mainly attributable to the

acquisitions of ABB and PEER 1 ("recent acquisitions") as well as the improvement in the financial results of the

Canadian cable services segment;

• Operating margin

(1)

decreased to 46.3% from 47.7% in the quarter and increased to 45.7% from 44.9% in the first nine

months when compared to the same periods of the prior year;

• Profit for the period from continuing operations amounted to $53.3 million in the third quarter compared to $53.2 million

for the same period of the previous fiscal year. Profit for the period from continuing operations increased slightly during

the quarter mostly due to the operating income before depreciation and amortization generated by the Canadian cable

services segment and by the recent acquisitions, partly offset by the acquisition costs, additional depreciation and

amortization and financial expense, including costs of approximately $3.5 million to refinance certain long-term debt

with respect to the recent acquisitions. For the first nine months of fiscal 2013, profit for the period from continuing

operations amounted to $153.9 million compared to $123.8 million for the same period of fiscal 2012. Profit progression

for the nine-month period is mostly attributable to factors described above and by additional income tax expense;

• Profit for the period amounted to $53.3 million in the third quarter when compared to $53.2 million for the same period

of the previous fiscal year due to the factors described in the paragraph above. For the nine months period ended

May 31, 2013, profit for the period amounted to $153.9 million when compared to $179.3 million for the same period

of fiscal 2012 mostly attributable to the improvement of the Canadian cable services segment and by the recent

acquisitions' financial results, offset by last year’s profit from the Portuguese subsidiary, Cabovisão – Televisão por

Cabo, S.A. (“Cabovisão”), reported as discontinued operations and disposed of on February 29, 2012;

• Free cash flow

(1)

reached $43.1 million for the third quarter compared to $25.6 million in the comparable quarter of the

prior year. For the first nine months, free cash flow amounted to $96.2 million, compared to $63.8 million in the same

period of fiscal 2012. The increase for both periods is mostly attributable to the improvement of operating income

before depreciation and amortization, partly offset by the increase in financial expense, the recent acquisition costs

as well as the increase in acquisition of property, plant and equipment;

(1) The indicated terms do not have standard definitions prescribed by IFRS and therefore, may not be comparable to similar measures presented by other

companies. For more details, please consult the "Non-IFRS financial measures" section of the Management's discussion and analysis.

• A quarterly dividend of $0.26 per share was paid to the holders of subordinate and multiple voting shares, an increase

of $0.01 per share, or 4%, when compared to a dividend of $0.25 per share paid in the third quarter of fiscal 2012.

Dividend payments in the first nine months totaled $0.78 per share in fiscal 2013, compared to $0.75 per share in fiscal

2012;

• Fiscal 2013 third-quarter primary service units (“PSU”)

(1)

decreased by 3,331 and increased by 15,851 for the first nine

months of fiscal 2013. At May 31, 2013, consolidated PSU amounted to 2,470,164 of which 1,981,290 come from the

Canadian cable services segment and 488,874 from the American cable services segment;

• On May 28, 2013, the First Lien Credit Facilities were amended. Pursuant to the amendment, US$50 million of the

Term Loan A Facility was converted into the Revolving Facility resulting in amounts borrowed under these two tranches

of US$190 million and of US$100 million, respectively, while the Term Loan B Facility remained the same. Interest

rates on the First Lien Credit Facilities are based on LIBOR plus the applicable margin, with a LIBOR floor for the Term

Loan B Facility. The applicable margin was reduced by 0.625% for the Revolving Facility and for the Term Loan A

Facility and by 1.00% for the Term Loan B Facility. In addition, the LIBOR floor for the Term Loan B Facility was reduced

from 1.00% to 0.75%. All other terms and conditions remained the same. In connection with the amendment, transaction

costs of $US 6.2 million were incurred;

• On May 27, 2013, Cogeco Cable completed pursuant to a public debt offering, the issue of $300 million Senior Secured

Debentures Series “4” (the “Debentures”) for a net proceed of $297.1 million net of transaction costs of $2.9 million.

The net proceeds from this offering were used to reduce indebtedness. These Debentures mature on May 26, 2023

and bear interest at 4.175% per annum payable semi-annually. These Debentures are indirectly secured by a first

priority fixed and floating charge and a security interest on substantially all present and future real and personal property

and undertaking of every nature and kind of the Corporation and its subsidiaries except for ABB and certain immaterial

subsidiaries (the "unrestricted subsidiaries"). The provisions under these Debentures provide for restrictions on the

operations and activities of Cogeco Cable and its subsidiaries except for the unrestricted subsidiaries. Generally, the

most significant restrictions relate to permitted indebtedness, dispositions and maintenance of certain financial ratios;

• On April 23, 2013, Cogeco Cable completed a private placement of $410.4 million (US$400 million) aggregate principal

amount of Senior Unsecured Notes (the “2020 Notes”) for a net proceed of $402.6 million (US$392.4 million), net of

transaction costs of $7.8 million (US$7.6 million). The net proceeds from this offering were used to reduce indebtedness.

These 2020 Notes mature on May 1, 2020 and bear interest at 4.875% per annum payable semi-annually. These 2020

Notes are guaranteed on a senior unsecured basis, jointly and severally, by its subsidiaries except for the unrestricted

subsidiaries. The provisions under these 2020 Notes provide for restrictions on the operations and activities of Cogeco

Cable and its subsidiaries except for the unrestricted subsidiaries. Generally, the most significant restrictions relate to

permitted indebtedness, investments and distributions.

“We are pleased with our third quarter results. Our business should deliver better projections as we remain focused on generating

sustained profitability while maintaining our rigor on cost controls thus generating free cash flow to reduce indebtedness,”

declared Louis Audet, President and Chief Executive Officer of Cogeco Cable. “The results generated from our subsidiaries

ABB and PEER1 are in line with what we had expected,” Louis Audet added.

“In the last three months, we successfully refinanced over half of Cogeco Cable's indebtedness in order to take advantage of

historically low interest rates. In the process, we extended average maturity from 4.6 years to 6.1 years and increased its fixed

rate debt from 35% to 66%. We are pleased with the financial market's reception and furthermore confident that Cogeco Cable

is well positioned going forward,” concluded Louis Audet.

ABOUT COGECO CABLE

Cogeco Cable (www.cogeco.ca) is a telecommunications corporation and is the11th largest hybrid fiber coaxial cable operator in North America

operating in Canada under the Cogeco Cable brand name in Quebec and Ontario, and in the United States through its subsidiary Atlantic

Broadband in Western Pennsylvania, South Florida, Maryland, Delaware and South Carolina. Its two-way broadband cable networks provide to

its residential and small business customers Analogue and Digital Television, High Speed Internet («HSI») and Telephony services. Through its

subsidiaries Cogeco Data Services and PEER 1 Hosting, Cogeco Cable provides its commercial customers a suite of IT hosting, information and

communications technology services (Data Centre, Co-location, Managed Hosting, Cloud Infrastructure and Connectivity), with 23 data centres,

extensive fiber networks in Montreal and Toronto as well as points-of-presence in North America and Europe. Cogeco Cable's subordinate voting

shares are listed on the Toronto Stock Exchange (TSX: CCA). For more information about Cogeco Cable and its subsidiaries visit www.cogeco.ca,

cogecodata.com, peer1.com and peer1hosting.co.uk.

(1) Represents the sum of Television, High Speed Internet ("HSI") and Telephony service customers.

- 30 -

Source: Cogeco Cable Inc.

Pierre Gagné

Senior Vice President and Chief Financial Officer

Tel.: 514-764-4700

Information: Media

René Guimond

Vice-President, Public Affairs and Communications

Tel.: 514-764-4700

Analyst Conference Call: Thursday, July 11, 2013 at 11:00 a.m. (Eastern Daylight Time)

Media representatives may attend as listeners only.

Please use the following dial-in number to have access to the conference call by dialing five minutes

before the start of the conference:

Canada/USA Access Number: 1 866-321-6651

International Access Number: + 1 416-642-5212

Confirmation Code: 7336653

By Internet at www.cogeco.ca/investors

A rebroadcast of the conference call will be available until October 11, 2013, by dialing:

Canada and US access number: 1 888-203-1112

International access number: + 1 647-436-0148

Confirmation code: 7336653

SHAREHOLDERS’ REPORT

Three and nine-month periods ended May 31, 2013

COGECO CABLE INC. Q3 2013 2

FINANCIAL HIGHLIGHTS

Quarters ended Nine months ended

(in thousands of dollars, except PSU growth, percentages and

per share data)

May 31,

2013

May 31,

2012 Change

May 31,

2013

May 31,

2012 Change

$ $ % $ $ %

Operations

Revenue 464,497 319,771 45.3 1,222,080 952,930 28.2

Operating income before depreciation and amortization

(1)

215,132 152,661 40.9 558,034 428,227 30.3

Operating margin

(1)

46.3% 47.7% — 45.7% 44.9% —

Operating income 109,648 90,981 20.5 288,529 217,471 32.7

Profit for the period from continuing operations 53,258 53,159 0.2 153,876 123,812 24.3

Profit for the period from discontinued operations — — — — 55,446 —

Profit for the period 53,258 53,159 0.2 153,876 179,258 (14.2)

Profit for the period attributable to owners of the Corporation 53,056 53,159 (0.2) 153,876 179,258 (14.2)

Cash Flow

Cash flow from operating activities 166,976 112,275 48.7 316,780 247,043 28.2

Cash flow from operations

(1)

155,982 113,075 37.9 396,342 314,740 25.9

Acquisitions of property, plant and equipment, intangible and

other assets 112,841 87,459 29.0 300,107 250,976 19.6

Free cash flow

(1)

43,141 25,616 68.4 96,235 63,764 50.9

Financial Condition

(2)

Property, plant and equipment — — — 1,751,785 1,322,093 32.5

Total assets — — — 5,233,590 2,908,079 80.0

Indebtedness

(3)

— — — 3,026,408 1,069,112 –

Equity attributable to owners of the Corporation — — — 1,316,500 1,188,431 10.8

Primary service units (“PSU”) growth

(4)

(3,331) 6,246 — 15,851 64,705 (75.5)

Per Share Data

(5)

Earnings per share attributable to owners of the Corporation

From continuing and discontinued operations

Basic 1.09 1.09 — 3.16 3.68 (14.1)

Diluted 1.08 1.09 (0.9) 3.14 3.66 (14.2)

From continuing operations

Basic 1.09 1.09 — 3.16 2.54 24.4

Diluted 1.08 1.09 (0.9) 3.14 2.53 24.1

From discontinued operations

Basic — — — — 1.14 —

Diluted — — — — 1.13 —

(1) The indicated terms do not have standardized definitions prescribed by International Financial Reporting Standards (“IFRS”) and therefore, may not be

comparable to similar measures presented by other companies. For more details, please consult the “Non-IFRS financial measures” section of the

Management’s discussion and analysis (“MD&A”).

(2) At May 31, 2013 and August 31, 2012.

(3) Indebtedness is defined as the total of bank indebtedness, principal on long-term debt, balance due on a business combination and obligations under derivative

financial instruments.

(4) Represents the sum of Television, High Speed Internet (“HSI”) and Telephony service customers.

(5) Per multiple and subordinate voting share.

MANAGEMENT’S DISCUSSION AND ANALYSIS (MD&A)

Three and nine-month periods ended May 31, 2013

Management's discussion and analysis (“MD&A”) COGECO CABLE INC. Q3 2013 4

FORWARD-LOOKING STATEMENTS

Certain statements in this Management’s Discussion and Analysis (“MD&A”) may constitute forward-looking information within the meaning of

securities laws. Forward-looking information may relate to Cogeco Cable’s future outlook and anticipated events, business, operations, financial

performance, financial condition or results and, in some cases, can be identified by terminology such as "may"; "will"; "should"; "expect"; "plan";

"anticipate"; "believe"; "intend"; "estimate"; "predict"; "potential"; "continue"; "foresee", "ensure" or other similar expressions concerning matters

that are not historical facts. In particular, statements regarding the Corporation’s future operating results and economic performance and its

objectives and strategies are forward-looking statements. These statements are based on certain factors and assumptions including expected

growth, results of operations, performance and business prospects and opportunities, which Cogeco Cable believes are reasonable as of the

current date. While management considers these assumptions to be reasonable based on information currently available to the Corporation, they

may prove to be incorrect. The Corporation cautions the reader that the economic downturn experienced over the past few years makes forward-

looking information and the underlying assumptions subject to greater uncertainty and that, consequently, they may not materialize, or the results

may significantly differ from the Corporation’s expectations. It is impossible for Cogeco Cable to predict with certainty the impact that the current

economic uncertainties may have on future results. Forward-looking information is also subject to certain factors, including risks and uncertainties

(described in the “Uncertainties and main risk factors” section of the Corporation’s 2012 annual MD&A, the Corporation's MD&A for the period

ended February 28, 2013 as well as in the present MD&A) that could cause actual results to differ materially from what Cogeco Cable currently

expects. These factors include risks pertaining to markets and competition, technology, regulatory developments, operating costs, information

systems, disasters or other contingencies, financial risks related to capital requirements, human resources, controlling shareholder and holding

structure, many of which are beyond the Corporation’s control. Therefore, future events and results may vary significantly from what management

currently foresees. The reader should not place undue importance on forward-looking information and should not rely upon this information as

of any other date. While management may elect to, the Corporation is under no obligation and does not undertake to update or alter this information

at any particular time, except as may be required by law.

All amounts are stated in Canadian dollars unless otherwise indicated. This report should be read in conjunction with the Corporation’s condensed

interim consolidated financial statements and the notes thereto, prepared in accordance with the International Financial Reporting Standards

(“IFRS”) and the MD&A included in the Corporation’s 2012 Annual Report.

Management's discussion and analysis (“MD&A”) COGECO CABLE INC. Q3 2013 5

CORPORATE OBJECTIVES AND STRATEGIES

Cogeco Cable Inc.’s (“Cogeco Cable” or the “Corporation”) objectives are to provide outstanding service to its customers, improve profitability

and create shareholder value. To achieve these objectives, the Corporation has developed strategies that focus on expanding its service offering,

enhancing its existing services and bundles, improving customer experience and business processes as well as keeping a sound capital

management and a strict control over spending.The Corporation measures its performance, with regard to these objectives by monitoring operating

income before depreciation and amortization

(1)

, operating margin

(1)

, PSU

(2)

growth and free cash flow

(1)

KEY PERFORMANCE INDICATORS

OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION AND OPERATING

MARGIN

For the nine-month period ended May 31, 2013, operating income before depreciation and amortization increased by 30.3% when compared to

the same period of fiscal 2012 to reach $558.0 million and operating margin increased to 45.7% from 44.9%. As a result of the improvement of

operating income before depreciation and amortization in the Canadian Cable services segment resulting essentially from cost reduction initiatives,

management revised its April 10, 2013 projections for fiscal 2013. Operating income before depreciation and amortization is now expected to

reach $780 million from $767 million and operating margin should increase to 46.0% from 45.2%. For further details, please consult the fiscal

2013 revised projections in the “Fiscal 2013 financial guidelines” section.

FREE CASH FLOW

For the nine-month period ended May 31, 2013, Cogeco Cable reports free cash flow of $96.2 million, compared to $63.8 million for the same

period of the previous fiscal year, an increase of $32.5 million. This variance is mostly attributable to the improvement of operating income before

depreciation and amortization from the Canadian cable services segment and Atlantic Broadband (“ABB”) and Peer 1 Network Enterprises, Inc.

("PEER 1") acquisitions (the "recent acquisitions"), partly offset by the increase in financial expense, the recent acquisition costs as well as the

increase in acquisition of property, plant and equipment.

PSU GROWTH AND PENETRATION OF SERVICE OFFERINGS

During the nine-month period ended May 31, 2013, PSU reached 2,470,164 of which 1,981,290 come from the Canadian cable services segment

and 488,874 from the American cable services segment. PSU for the American cable services segment increased by 3,694 stemming primarily

from additional HSI services, partly offset by losses in Television services. PSU for the Canadian cable services segment increased by 12,157

when compared to an increase of 64,705 PSU for the comparable period of the prior year, mainly as a result of service category maturity and a

more competitive environment in the Television services. Cogeco Cable maintains targeted marketing initiatives to increase the penetration level

of its services.

BUSINESS DEVELOPMENTS AND OTHER

On July 5, 2013, Cogeco Cable reduced its Term Revolving Facility from $750 million to $600 million and its Revolving Facility of its Secured

Credit Facilities from $240 million to $190 million.

On June 27, 2013, Cogeco Cable completed, pursuant to a private placement, the issuance of US$215 million Senior Secured Notes bearing

interest at 4.30% payable semi-annually and maturing on June 16, 2025. The net proceeds from this offering along with drawings under the

Corporation's credit facilities will be used to repay, on July 29, 2013, all the outstanding amount of $300 million Senior Secured Debentures Series

1, due on June 9, 2014.

On January 31, 2013, Cogeco Cable completed the acquisition of 96.57% of the issued and outstanding shares of PEER 1 by way of takeover

bid (the “offer”) valued at approximately $649 million. On April 3, 2013, Cogeco Cable completed the acquisition of the remaining 3.43% of the

issued and outstanding shares of PEER 1 for a cash consideration of $17 million pursuant to the compulsory acquisition provisions in Section

300 of the Business Corporations Act ("British Columbia"). In connection with the completion of the offer, Cogeco Cable has entered into secured

credit facilities in the amount of approximately $650 million and maturing in 2017, with a syndicate of lenders. PEER 1 is one of the world’s leading

internet infrastructure providers, specializing in managed hosting, dedicated servers, cloud services and co-location. This acquisition enhances

Cogeco Cable's footprint and builds on its strategic initiatives by increasing scale in an attractive industry segment with significant growth prospects

in the state of the art data center platforms. The Corporation will also serve additional businesses worldwide, in addition to approximately 11,000

customers currently served, through 23 data centres and 21 points-of-presence across North America and Europe. PEER 1's primary network

centre and head office remain located in Vancouver. For the purpose of segmented operating results, operating results from PEER 1 acquisition

are incorporated in the Enterprise services segment. For further details on PEER 1 operating results, please refer to the "Enterprise services"

section.

(1) The indicated terms do not have standardized definitions prescribed by IFRS and therefore, may not be comparable to similar measures presented by other

companies. For more details, please consult the "Non-IFRS financial measures" section.

(2) Represents the sum of Television, High Speed Internet ("HSI") and Telephony service customers.

Management's discussion and analysis (“MD&A”) COGECO CABLE INC. Q3 2013 6

On November 30, 2012, the Corporation completed the acquisition of ABB, an independent cable system operator formed in 2003, serving about

485,000 PSU’s and providing Analogue and Digital Television, as well as HSI and Telephony services. The acquisition is an attractive entry point

into the United States of America ("US") market, providing a significant increase in PSU base with further growth potential, a high quality network

infrastructure and the ability for the Corporation’s management to leverage its core knowledge and operational experience. The transaction,

valued at US$1.36 billion, was financed through a combination of cash on hand, a draw-down on the existing Term Revolving Facility of

approximately US$588 million and US$660 million of borrowings under a new committed non-recourse debt financing at ABB. Ranked the 12th-

largest cable television system operator in the US, ABB operates cable systems in Western Pennsylvania, Southern Florida, Maryland, Delaware

and South Carolina. For the purpose of segmented operating results, operating results from ABB acquisition are presented in the American cable

services operations. For further details on ABB's operating results, please refer to the "American cables services" section.

OPERATING AND FINANCIAL RESULTS

OPERATING RESULTS

Quarters ended Nine months ended

May 31,

2013

May 31,

2012 Change

May 31,

2013

May 31,

2012 Change

(in thousands of dollars, except percentages) $ $ % $ $ %

Revenue 464,497 319,771 45.3 1,222,080 952,930 28.2

Operating expenses 249,365 167,110 49.2 654,477 515,218 27.0

Management fees – COGECO Inc. — — — 9,569 9,485

0.9

Operating income before depreciation and amortization 215,132 152,661 40.9 558,034 428,227 30.3

Operating margin 46.3% 47.7% 45.7% 44.9%

REVENUE

Fiscal 2013 third-quarter revenue increased by $144.7 million, or 45.3%, to reach $464.5 million, when compared to the same period last year.

For the first nine months, revenue amounted to $1.2 billion, an increase of $269.2 million, or 28.2% when compared to the same period of fiscal

2012. Revenue increases for both periods are mainly attributable to the operating results of the recent acquisitions as well as rate increases

implemented in June and July 2012 in the Canadian cable services segment. For further details on the Corporation’s revenue, please refer to

the “Canadian cable services”, "American cable services" and “Enterprise services” sections.

OPERATING EXPENSES

For the third quarter of fiscal 2013, operating expenses increased by $82.3 million, or 49.2%, to reach $249.4 million. For the first nine months

of the fiscal year, operating expenses amounted to $654.5 million, an increase of $139.3 million, or 27.0%, when compared to the same period

of fiscal 2012. These additional operating expenses are mostly attributable to the recent acquisitions, partly offset by cost reduction initiatives

and the reduction in operating expenses in the Canadian cable services related to the deployment and support costs incurred in fiscal 2012 for

the migration of Television service customers from analogue to digital. For further details on the Corporation’s operating expenses, please refer

to the “Canadian cable services”, "American cable services" and “Enterprise services” sections.

OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION AND OPERATING

MARGIN

Fiscal 2013 third-quarter operating income before depreciation and amortization increased by $62.5 million, or 40.9%, to reach $215.1 million,

and by $129.8 million, or 30.3%, to reach $558.0 million in the first nine months as a result of the recent acquisitions and the improvement in the

Canadian cable services segment. Cogeco Cable’s third-quarter operating margin decreased to 46.3% from 47.7% mainly due to lower margins

generated by PEER 1 acquisition and increased to 45.7% from 44.9% for the first nine months of fiscal 2013 when compared to the comparable

periods of the prior year. For further details on the Corporation’s operating income before depreciation and amortization and operating margin,

please refer to the “Canadian cable services”, "American cable services" and “Enterprise services” sections.

Management's discussion and analysis (“MD&A”) COGECO CABLE INC. Q3 2013 7

CUSTOMER STATISTICS

Consolidated

Net additions (losses) Net additions (losses)

Consolidated US

(1)

CANADA Quarters ended Nine months ended

May 31, 2013 May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012

PSU 2,470,164 488,874 1,981,290 (3,331) 6,246 15,851 64,705

Television service customers 1,079,285 233,941

845,344

(8,407) (4,453) (21,143)

(9,112

)

HSI service customers 826,495 176,170

650,325

2,351 2,835 22,408 27,638

Telephony service customers 564,384 78,763

485,621

2,725 7,864 14,586 46,179

(1) Include 485,180 PSU (237,313 Television service, 169,553 HSI service and 78,314 Telephony service customers) from the acquisition of ABB. In the third quarter

of fiscal 2013, PSU from ABB at November 30, 2012 and February 28, 2013 have been adjusted downwards to comply with Cogeco Cable's and Canadian

practices mostly related to reporting the number of hotels and hotel units.

Fiscal 2013 third-quarter and first nine months, PSU net additions for the Canadian cable services segment were lower than in the comparable

period of the prior year mainly as a result of service category maturity, competitive offers and tightening of our customer credit controls and

processes. PSU net additions for the American cable services segment were also lower than the last quarter resulting mainly from snowbirds

returning home for the summer in its Miami cluster. For the third quarter net customer losses for Television service customers stood at 8,407

compared to 4,453 for fiscal 2012 third-quarter. Television service customer net losses are mainly due to the promotional offers of competitors

for the video service combined with the tightening of our customer credit controls in Canada. Fiscal 2013 third-quarter HSI service customers

grew by 2,351 compared to 2,835 in the third quarter of the prior year, and the number of net additions to the Telephony service stood at 2,725

customers compared to 7,864 customers for the same period of the prior year. For the nine-month periods, PSU net additions are stemming

primarily from additional HSI services, partly offset by losses in Television services for both Canadian and American cable services segment. For

further details on the Corporation’s customer statistics, please refer to the “Canadian cable services” and "American cable services" sections.

RELATED PARTY TRANSACTIONS

Cogeco Cable Inc. is a subsidiary of COGECO Inc., which holds 32.1% of the Corporation’s equity shares, representing 82.6% of the Corporation’s

voting shares. On September 1, 1992, Cogeco Cable Inc. executed a management agreement with COGECO Inc. under which the parent company

agreed to provide certain executive, administrative, legal, regulatory, strategic and financial planning services and additional services to the

Corporation and its subsidiaries (the “Management Agreement”). These services are provided by COGECO Inc.’s senior executives, including

the President and Chief Executive Officer, the Senior Vice President and Chief Financial Officer, the Vice President Corporate Affairs, the Vice

President Chief Legal Officer and Secretary, the Vice President Corporate Development, the Vice President and Treasurer, the Vice President

Public Affairs and Communications and the Vice President Internal Audit. No direct remuneration is payable to such senior executives by the

Corporation. However, the Corporation granted 71,233 stock options (47,729 in 2012) to these senior executives as executives of Cogeco Cable

during the first nine months of fiscal year 2013. During the third quarter and first nine months of fiscal 2013, the Corporation charged COGECO

Inc. an amount of $99,000 and $275,000 ($83,000 and $232,000 in 2012) with regards to the Corporation’s stock options to these employees.

During the first nine months of fiscal 2013, the Corporation also granted 12,280 (11,006 in 2012) Incentive Share Units (“ISUs”) to these senior

executives as executives of Cogeco Cable. During the third quarter and first nine months of fiscal 2013, the Corporation charged COGECO Inc.

an amount of $117,000 and $336,000 ($105,000 and $285,000 in 2012) with regards to the Corporation’s ISUs granted to these employees.

Under the Management Agreement, the Corporation pays monthly fees equal to 2% of its total revenue to COGECO Inc. for the above-mentioned

services. In 1997, the management fee was capped at $7 million per year, subject to annual upward adjustment based on increases in the

Consumer Price Index in Canada. This limit can be increased under certain circumstances upon request to that effect by COGECO Inc. For fiscal

year 2013, management fees have been set at a maximum of $9.6 million ($9.5 million in 2012), which was paid within the first six months of the

fiscal year. For fiscal year 2012, management fees were also fully paid in the first half of the year. In addition, the Corporation reimburses

COGECO Inc.’s out-of-pocket expenses incurred with respect to services provided to the Corporation under the Management Agreement.

Details regarding the Management Agreement and stock options and ISUs granted to COGECO Inc.’s employees are provided in the Corporation’s

2012 Annual Report.

There were no other material related party transactions during the periods covered.

Management's discussion and analysis (“MD&A”) COGECO CABLE INC. Q3 2013 8

FIXED CHARGES

Quarters ended Nine months ended

May 31,

2013

May 31,

2012 Change

May 31,

2013

May 31,

2012 Change

(in thousands of dollars, except percentages) $ $ % $ $ %

Depreciation and amortization 103,383 61,680 67.6 252,640 210,756 19.9

Financial expense 35,032 16,373 — 79,726 47,990 66.1

For the three and nine-month periods ended May 31, 2013, depreciation and amortization expense reached $103.4 million and $252.6 million,

respectively compared to $61.7 million and $210.8 million for the same periods of the prior year, respectively. The increases result mainly from

the recent acquisitions and from additional acquisition of property, plant and equipment in the Enterprise services segment, offset by higher fiscal

2012 depreciation expense related to the reduction of useful lives for certain home terminal devices for the Canadian cable services segment.

Fiscal 2013 third-quarter financial expense increased by $18.7 million to reach $35.0 million compared to $16.4 million in fiscal 2012 third-quarter.

For the first nine months of fiscal 2013, financial expense increased by $31.7 million, or 66.1%, to reach $79.7 million, compared to $48.0 million

in the prior year. Financial expense increased in both periods as a result of the cost of financing the recent acquisitions, including costs of

approximately $3.5 million to refinance certain long-term debt with respect to these recent acquisitions.

INCOME TAXES

For the three and nine-month periods ended May 31, 2013, income tax expense amounted to $21.4 million and $54.9 million, respectively,

compared to $21.4 million and $45.7 million, respectively, for the comparable periods in the prior year. The increase in the first nine months is

mostly attributable to the improvement in operating income before depreciation and amortization, partly offset by the increase in depreciation and

amortization and the financial expense.

PROFIT FOR THE PERIOD FROM CONTINUING OPERATIONS

For the three and nine-month periods ended May 31, 2013, profit for the period from continuing operations amounted to $53.3 million and $153.9

million, respectively, compared to a profit for the period from continuing operations of $53.2 million and $123.8 million for the comparable periods

in fiscal 2012. Profit for the period attributable to owners of the Corporation for the three-month period reached $53.1 million, or $1.09 per share

compared to $53.2 million, or $1.09 per share in fiscal 2012 and $153.9 million, or $3.16 per share compared to $123.8 million, or $2.54 per

share for the nine-month period. Profit for the period from continuing operations increased slightly during the quarter mostly due to the operating

income before depreciation and amortization generated by the Canadian cable services segment and by the recent acquisitions, partly offset by

the acquisition costs, additional depreciation and amortization and financial expense, including costs of approximately $3.5 million to refinance

certain long-term debt with respect to the recent acquisitions. Profit progression for the period from continuing operations for the first nine months

of fiscal 2013 is mostly attributable to the increase in operating income before depreciation and amortization generated by the Canadian cable

services segment and by the recent acquisitions, partly offset by the recent acquisitions costs and by the depreciation and amortization, financial

expense and income tax increases explained above.

PROFIT FOR THE PERIOD

For the three and nine-month periods ended May 31, 2013, profit for the period amounted to $53.3 million and $153.9 million, respectively,

compared to $53.2 million and $179.3 million for the comparable periods. Fiscal 2013 third-quarter profit for the period attributable to owners of

the Corporation amounted to $53.1 million, or $1.09 per share, compared to $53.2 million, or $1.09 per share, in the third quarter of fiscal 2012.

The increase in the quarter is attributable to the factors described above. For the nine-month period ended May 31, 2013, profit for the period

attributable to owners of the Corporation amounted to $153.9 million or $3.16 per share, compared to $179.3 million, or $3.68 per share for the

comparable period of fiscal 2012. The decline for the period is mostly attributable to last year's profit from the Portuguese subsidiary, Cabovisão

- Televisão por Cabo, S.A. (“Cabovisão”), reported as discontinued operations and disposed of on February 29, 2012 and by the increases in

depreciation and amortization, financial expense and acquisition costs all related to the recent acquisitions, partly offset by the operating income

before depreciation and amortization generated by the Canadian cable services segment and by the recent acquisitions.

Management's discussion and analysis (“MD&A”) COGECO CABLE INC. Q3 2013 9

CASH FLOW ANALYSIS

Quarters ended Nine months ended

May 31,

2013

May 31,

2012

May 31,

2013

May 31,

2012

(in thousands of dollars)

$ $ $ $

Operating activities

Cash flow from operations 155,982 113,075

396,342 314,740

Changes in non-cash operating activities (2,526) (12,083) (78,708) (71,572)

Amortization of deferred transaction costs and discounts on long-term debt (3,580) (713)

(7,043

)

(2,070

)

Income taxes paid (16,894) (10,821) (76,902) (64,638)

Current income tax expense 25,789 24,044 73,907 69,740

Financial expense paid (26,827) (17,600) (70,542) (47,147)

Financial expense 35,032 16,373 79,726 47,990

166,976 112,275

316,780 247,043

Investing activities (135,161) (86,861) (2,305,469) (250,231)

Financing activities (31,688) (12,035) 1,809,398 47,475

Effect of exchange rate changes on cash and cash equivalents denominated in foreign

currencies

1,089 —

1,794

—

Net change in cash and cash equivalents from continuing operations 1,216 13,379 (177,497) 44,287

Net change in cash and cash equivalents from discontinued operations

(1)

— — — 49,597

Cash and cash equivalents from continuing and discontinued operations, beginning of

year 36,678 135,952

215,391

55,447

Cash and cash equivalents from continuing and discontinued operations, end of year 37,894 149,331 37,894

149,331

(1) For further details on the Corporation’s cash flows attributable to discontinued operations, please refer to the “Disposal of subsidiary and discontinued operations”

in note 14 of the condensed interim consolidated financial statements.

OPERATING ACTIVITIES

Fiscal 2013 third-quarter cash flow from operations reached $156.0 million compared to $113.1 million, an increase of $42.9 million, or 37.9%,

compared to the same period of prior year. For the first nine months, cash flow from operations reached $396.3 million compared to $314.7 million

for the same period last year, an increase of $81.6 million, or 25.9%. Increases for both periods are primarily due to the improvement of operating

income before depreciation and amortization, partly offset by financial expense increase and by the recent acquisition costs. For the third quarter,

changes in non-cash operating activities generated cash outflows of $2.5 million compared to $12.1 million in the third quarter of fiscal 2012,

mainly as a result of a lower decrease in trade and other payables, partly offset by a lower increase in provisions. For the first nine months,

changes in non-cash operating activities generated cash outflows of $78.7 million compared to $71.6 million for the same period in fiscal 2012,

mainly as a result of a decrease in provisions compared to an increase in prior year, partly offset by an increase in deferred and prepaid revenue

and other liabilities compared to a decrease in the prior year.

Management's discussion and analysis (“MD&A”) COGECO CABLE INC. Q3 2013 10

INVESTING ACTIVITIES

BUSINESS COMBINATIONS IN FISCAL 2013

On March 6, 2013, Cogeco Cable, completed the working capital adjustments in relation to the ABB acquisition, which increased income tax

receivable by $3.4 million and goodwill by $0.6 million, and decreased trade and other payables assumed by $1.5 million and income tax liabilities

assumed by $0.1 million. In addition, on April 3, 2013, Cogeco Cable completed the acquisition of the remaining 3.43% of the issued and outstanding

shares of PEER 1 for a cash consideration of $17 million. The acquisition of non-controlling interest resulted has not changed the purchase price

allocation. On January 31, 2013, the Corporation completed the acquisition of PEER 1 and on November 30, 2012, the acquisition of ABB. These

acquisitions were accounted for using the purchase method.

The preliminary purchase price allocation of these acquisitions, pending the completion of the valuation of the net assets acquired, is as follows:

PEER 1 ABB TOTAL

$ $ $

Consideration

Paid

Purchase of shares

494,796 337,779 832,575

Working capital adjustments —

5,415 5,415

Repayment of secured debts and settlement of options outstanding

170,872

1,021,854 1,192,726

665,668

1,365,048 2,030,716

Net assets acquired

Cash and cash equivalents 10,840

5,480 16,320

Restricted cash

8,729 — 8,729

Trade and other receivables 12,772

9,569 22,341

Prepaid expenses and other

3,855 1,370 5,225

Income tax receivable 672

3,418 4,090

Other assets

3,328 — 3,328

Property, plant and equipment

150,206 205,353 355,559

Intangible assets

139,703 763,084 902,787

Goodwill

421,986 603,254

1,025,240

Deferred tax assets

8,355 33,835 42,190

Trade and other payables assumed (26,330)

(26,134

)

(52,464

)

Provisions —

(721

)

(721

)

Income tax liabilities assumed

(4,716

) (53)

(4,769

)

Deferred and prepaid revenue and other liabilities assumed

(3,315

)

(5,254

)

(8,569

)

Long-term debt assumed

(1,735

)

— (1,735

)

Deferred tax liabilities (58,682) (228,153) (286,835)

665,668

1,365,048 2,030,716

ACQUISITIONS OF PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE AND OTHER ASSETS

Investing activities, including acquisition of property, plant and equipment segmented according to the National Cable Television Association

(“NCTA”) standard reporting categories, are as follows:

Quarters ended Nine months ended

May 31,

2013

May 31,

2012

May 31,

2013

May 31,

2012

(in thousands of dollars) $ $ $ $

Customer premise equipment

(1)

18,000 18,552 55,874 75,623

Scalable infrastructure

(2)

21,512 33,235 78,428 84,585

Line extensions 5,961 4,402 14,081 12,323

Upgrade / Rebuild 10,924 5,923 26,574 17,577

Support capital 4,552 6,997 14,935 18,800

Acquisition of property, plant and equipment - Canadian and American cable services 60,949 69,109

189,892 208,908

Acquisition of property, plant and equipment - Enterprise services 47,376 14,370 96,565 31,498

Acquisitions of property, plant and equipment 108,325 83,479

286,457 240,406

Acquisition of intangible and other assets - Canadian and American cable services 3,933 2,660 12,048

8,913

Acquisition of intangible and other assets - Enterprise services 583 1,320

1,602 1,657

Acquisitions of intangible and other assets 4,516 3,980 13,650 10,570

112,841 87,459

300,107 250,976

(1) Includes mainly home terminal devices as well as new and replacement drops.

(2) Includes mainly head-end equipment, digital video and telephony transport as well as HSI equipment.

Management's discussion and analysis (“MD&A”) COGECO CABLE INC. Q3 2013 11

For the three and nine-month periods ended May 31, 2013, acquisition of property, plant and equipment amounted to $108.3 million and $286.5

million, respectively, compared to $83.5 million and $240.4 million for the comparable periods of fiscal 2012. In the Canadian cable services,

fiscal 2013 third-quarter acquisition of property, plant and equipment amounted to $47.6 million, a decrease of 31.1% when compared to $69.1

million in the third quarter of the prior year. For the nine-month period ended May 31, 2013, acquisition of property, plant and equipment amounted

to $163.4 million, a decrease of 21.8% when compared to the prior year. For the three and nine-month periods ended May 31, 2013, acquisition

of property, plant and equipment in the American cable services segment amounted $13.3 million and $26.5 million, respectively. The decreases

in the Canadian cable services segment are mainly attributable to the following factors:

• A decrease in scalable infrastructure due to the timing of initiatives to improve network capacity in existing areas served;

• A decrease in customer premise equipment, mainly due to the achievement in fiscal 2012 of the first phase in the conversion of Television

service customers from analogue to digital and the lower PSU growth as a result of service maturity; and

• An increase in network upgrade and rebuild to deploy advanced technologies such as DOCSIS 3.0 and Switched Digital Video in

existing areas served;

Fiscal 2013 third-quarter and first nine months acquisition of property, plant and equipment in the Enterprise services segment, including the

capital expenditures of the recent acquisition of PEER 1, amounted to $47.4 million and $96.6 million compared to $14.4 million and $31.5 million

in the comparable periods of fiscal 2012, respectively. The increases for both periods are mainly due to the construction of a new data centre

facility in Barrie, Ontario, opened last June, and by the expansion of data centre facilities in Toronto, Canada and in Portsmouth, England as well

as the fiber expansion in the Toronto area in order to fulfill orders from new customers demand.

Acquisition of intangible and other assets are mainly attributable to reconnect and additional service activation costs as well as other customer

acquisition costs. For the third quarter and the first nine months of fiscal 2013, the acquisition of intangible and other assets amounted to $4.5

million and $13.7 million, compared to $4.0 million and $10.6 million for the same periods last year, respectively.

FREE CASH FLOW AND FINANCING ACTIVITIES

In the third quarter of fiscal 2013, free cash flow amounted to $43.1 million, $17.5 million, or 68.4%, higher than in the comparable period of fiscal

2012. For the nine-month period, free cash flow amounted to $96.2 million, $32.5 million, or 50.9%, higher than the same period of last year.

Free cash flow increase for both periods over the prior year are due to the improvement of operating income before depreciation and amortization

in the Canadian cable services segment and the recent acquisitions, partly offset by the increase in financial expense, the recent acquisition

costs as well as the increase in acquisition of property, plant and equipment.

In the third quarter of fiscal 2013, higher Indebtedness level provided for a cash decrease of $17.2 million, mainly due to the issuance of $300

million Senior Secured Debentures Series “4” (the “Debentures”) for a net proceed of $297.1 million, net of transaction costs of $2.9 million and

the issuance of a private placement of $410.4 million (US$400 million) Senior Unsecured Notes (the “2020 Notes”) for a net proceed of $402.6

million (US$392.4 million), net of transaction costs of $7.8 million (US$7.6 million). In addition, Cogeco Cable used the net proceeds under the

Debentures and the 2020 Notes to repay the Canadian Term Facility amounting to $175 million, the US Term Facility amounting to $230.8 million

(US$225 million), the $114.7 Revolving loan in connection with the financing of the acquisition of PEER 1 and the $192.4 million Term Revolving

Facility. In the third quarter of fiscal 2012, Indebtedness remained essentially the same.

For the nine-month period of fiscal 2013, higher Indebtedness level provided for a cash increase of $1.9 billion, mainly due to the issuance of the

2020 Notes and the Debentures, described above, as well as draw-down on the existing Term Revolving Facility of $411.9 million (US$420 million)

including the repayment made during the quarter explained above and the new First Lien Credit Facilities of $637.4 million (US$660 million for

a net proceed of US$641.5 million, net of transaction costs of US$18.5 million) to finance the acquisition of ABB as well to drawings of $125.1 million,

under Secured Credit Facilities to finance the acquisition of PEER 1, net of the repayment made during the third quarter explained above. In the

first nine months of fiscal 2012, Indebtedness affecting cash increased by $86.3 million mainly due to the issuance, on February 14, 2012, of

$200 million Senior Secured Debentures Series 3 (“Fiscal 2012 debentures”) for net proceeds of $198.1 million which was used to repay the

$110 million Term Revolving Facility.

During the third quarter of fiscal 2013, a quarterly dividend of $0.26 per share was paid to the holders of subordinate and multiple voting shares,

totaling $12.6 million, when compared to a dividend paid of $0.25 per share, or $12.2 million in the third quarter of fiscal 2012. Dividend payments

in the first nine months totaled $0.78 per share, or $37.9 million, compared to $0.75 per share, or $36.5 million the year before.

As at May 31, 2013, the Corporation had a working capital deficiency of $149.7 million compared to $17.2 million at August 31, 2012. The increase

of $132.5 million in the deficiency is mainly due to the decrease of $177.5 million in cash and cash equivalents, primarily used for the acquisition

of ABB. The deficiency was also impacted by an increase of $22.0 million in trade and other receivables, a decrease of $29.8 million in trade and

other payables and by an increase of $14.7 million in deferred and prepaid revenue. As part of the usual conduct of its business, Cogeco Cable

maintains a working capital deficiency due to a low level of accounts receivable as a large portion of the Corporation’s customers pay before their

services are rendered, unlike trade and other payables, which are paid after products are delivered or services are rendered, thus enabling the

Corporation to use cash and cash equivalents to reduce Indebtedness.

At May 31, 2013, the Corporation had used $439.9 million of its $750 million Term Revolving Facility for a remaining availability of $310.1 million.

In addition, the Corporation also benefits from additional Revolving Facilities of $251 million as a result of the acquisition of PEER 1, of which

$131.7 million was used at May 31, 2013 for a remaining availability of $119.3 million. Two subsidiaries of the Corporation also benefits from a

Revolving Facility of $103.7 million (US$100 million) related to the acquisition of ABB, of which $55.7 million (US$53.7 million) was used at

May 31, 2013 for a remaining availability of $48 million (US$46.3 million).

Management's discussion and analysis (“MD&A”) COGECO CABLE INC. Q3 2013 12

FINANCIAL POSITION

As a result of the acquisition of ABB and PEER 1, most financial position balances have changed significantly since August 31, 2012. For further

details on the preliminary allocation of the purchase price of the acquisitions, please refer to the investing activities under the “Cash flow analysis”

section.

OUTSTANDING SHARE DATA

A description of Cogeco Cable’s share data at June 30, 2013 is presented in the table below. Additional details are provided in note 10 of the

condensed interim consolidated financial statements.

Number of

shares/options

Amount

(in thousands

of dollars)

Common shares

Multiple voting shares 15,691,100 98,346

Subordinate voting shares

33,149,955 900,965

Options to purchase subordinate voting shares

Outstanding options 763,961

Exercisable options 436,344

FINANCING

In the normal course of business, Cogeco Cable has incurred financial obligations, primarily in the form of long-term debt, operating and finance

leases and guarantees. Cogeco Cable’s obligations, as discussed in the 2012 Annual Report, have not materially changed since August 31, 2012,

except as mentioned below.

On May 28, 2013, the First Lien Credit Facilities were amended. Pursuant to the amendment, US$50 million of the Term Loan A Facility was

converted into the Revolving Facility resulting in amounts borrowed under these two tranches of US$190 million and of US$100 million, respectively,

while the Term Loan B Facility remained the same. Interest rates on the First Lien Credit Facilities are based on LIBOR plus the applicable margin,

with a LIBOR floor for the Term Loan B Facility. The applicable margin was reduced by 0.625% for the Revolving Facility and for the Term Loan

A Facility and by 1.00% for the Term Loan B Facility. In addition, the LIBOR floor for the Term Loan B Facility was reduced from 1.00% to 0.75%.

All other terms and conditions remained the same. In connection with the amendment, transaction costs of US$6.2 million were incurred. In

connection with the acquisition of ABB on November 30, 2012, the Corporation initially concluded, through two of its US subsidiaries, First Lien

Credit Facilities totaling US$710 in three tranches for a net proceed of US$641.5 million net of transaction costs of US$18.5 million. The first

tranche, a Term Loan A Facility will mature on November 30, 2017, the second tranche, a Term Loan B Facility will mature on November 30, 2019

and the third tranche, a Revolving Credit Facility will mature on November 30, 2017. Effective on December 31, 2013, the Term Loan A Facility

is subject to quarterly amortization of $3 million in the first year, $6 million in the second year and $7.2 million in the third and fourth years. Effective

on December 31, 2012, the Term Loan B Facility is subject to quarterly amortization of 0.25% until its maturity date. In addition to the fixed

amortization schedule and commencing in the first quarter of fiscal 2015, loans under the Term Loan Facilities shall be prepaid according to a

Prepayment Percentage of excess cash flow generated during the prior fiscal year. The First Lien Credit Facilities are non-recourse to the

Corporation, its Canadian subsidiaries and PEER 1's subsidiaries and are indirectly secured by a first priority fixed and floating charge on

substantially all present and future real and personal property and undertaking of every nature and kind of ABB and its subsidiaries. The provisions

under these facilities provide for restrictions on the operations and activities of ABB and its subsidiaries. Generally, the most significant restrictions

relate to permitted indebtedness and investments, distributions and maintenance of certain financial ratios.

On May 27, 2013, Cogeco Cable completed pursuant to a public debt offering, the issue of $300 million Senior Secured Debentures Series “4” (the

“Debentures”) for a net proceed of $297.1 million, net of transaction costs of $2.9 million. These Debentures mature on May 26, 2023 and bear

interest at 4.175% per annum payable semi-annually. These Debentures are indirectly secured by a first priority fixed and floating charge and a

security interest on substantially all present and future real and personal property and undertaking of every nature and kind of the Corporation

and its subsidiaries except for ABB and certain immaterial subsidiaries (the "unrestricted subsidiaries"). The provisions under these Debentures

provide for restrictions on the operations and activities of Cogeco Cable and its subsidiaries except for the unrestricted subsidiaries. Generally,

the most significant restrictions relate to permitted indebtedness, dispositions and maintenance of certain financial ratios.

On April 23, 2013, Cogeco Cable completed a private placement of $410.4 million (US$400 million) aggregate principal amount of Senior Unsecured

Notes (the “2020 Notes”) for a net proceed of $402.6 million (US$392.4 million) net of transaction costs of $7.8 million (US$7.6 million). These

2020 Notes mature on May 1, 2020 and bear interest at 4.875% per annum payable semi-annually. These 2020 Notes are guaranteed on a senior

unsecured basis, jointly and severally, by its subsidiaries except for the unrestricted subsidiaries. The provisions under these 2020 Notes provide

for restrictions on the operations and activities of Cogeco Cable and its subsidiaries except for the unrestricted subsidiaries. Generally, the most

significant restrictions relate to permitted indebtedness, investments and distributions.

On April 23, 2013, Cogeco Cable reimbursed the Canadian Term Facility of $175 million and the US Term Facility of US$225 million in connection

with the financing for the acquisition of PEER 1. As a result of the acquisition of PEER 1 on January 31, 2013, the Corporation concluded Secured

Credit Facilities totaling approximately $650 million with a syndicate of lenders in four tranches for a net proceed of $640.3 million net of transaction

costs of $2.8 million. The first tranche, a Canadian Term Facility amounting to $175 million, the second tranche, a US Term Facility amounting to

US$225 million, the third tranche, a Revolving Facility of $240 million and the fourth tranche, a UK Revolving Facility of £7 million. The Revolving

Facility is available in Canadian dollars, US dollars, British Pounds and Euros and interest rates are based on Bankers' Acceptance, LIBOR Loans

in US dollars, British Pounds or Euros, Prime Rate Loans or US and British Pounds Base Rate Loans, plus the applicable margin. The UK

Revolving Facility is available in British Pounds and interest rates are based on British Pounds Base Rate Loans or British Pounds LIBOR Loans.

Management's discussion and analysis (“MD&A”) COGECO CABLE INC. Q3 2013 13

The Secured Credit Facilities will mature on January 31, 2017. The Secured Credit Facilities are indirectly secured by a first priority fixed and

floating charge on substantially all present and future real and personal property and undertaking of every nature and kind of the Corporation

and most of its subsidiaries except for the unrestricted subsidiaries, and provides for certain permitted encumbrances, including purchased money

obligations, existing funded obligations and charges granted by any subsidiary prior to the date when it becomes a subsidiary, subject to a

maximum amount. The provisions under this facility provide for restrictions on the operations and activities of the Corporation but do not cover

the unrestricted subsidiaries. Generally, the most significant restrictions relate to permitted investments and dividends on multiple and subordinate

voting shares, as well as incurrence and maintenance of certain financial ratios primarily linked to operating income before amortization, financial

expense and total indebtedness.

FINANCIAL MANAGEMENT

The Corporation has entered into cross-currency swap agreements to set the liability for interest and principal payments on its US$190 million

Senior Secured Notes Series A maturing on October 1, 2015. These agreements have the effect of converting the U.S. interest coupon rate of

7.00% per annum to an average Canadian dollar interest rate of 7.24% per annum. The exchange rate applicable to the principal portion of the

debt has been fixed at $1.0625 per US dollar. The Corporation elected to apply cash flow hedge accounting on these derivative financial instruments.

During the first nine months of fiscal 2013, amounts due under the US$190 million Senior Secured Notes Series A increased by $9.7 million due

to the US dollar’s appreciation relative to the Canadian dollar. The fair value of cross-currency swaps liability decreased by a net amount of $9.3

million, of which a decrease of $9.7 million offsets the foreign exchange loss on the debt denominated in US dollars. The difference of $0.4 million

was recorded as a decrease of other comprehensive income. During the first nine months of fiscal 2012, amounts due under the US$190 million

Senior Secured Notes Series A increased by $10.2 million due to the US dollar’s appreciation over the Canadian dollar. The fair value of cross-

currency swaps liability decreased by a net amount of $11.4 million, of which $10.2 million offsets the foreign exchange loss on the debt denominated

in US dollars.

Furthermore, the Corporation’s net investment in foreign subsidiaries is exposed to market risk attributable to fluctuations in foreign currency

exchange rates, primarily changes in the values of the Canadian dollar versus the US dollar and British Pound. This risk was mitigated since the

major part of the purchase prices for ABB and PEER 1 were borrowed directly in US dollars and British Pounds. These debts were designated

as hedges of net investments in foreign operations. At May 31, 2013, the net investment for ABB and for PEER 1 amounted to US$1.1 billion and

£66.6 million while long-term debt amounted to US$841.7 million. and £69.1 million.The exchange rate used to convert the US dollar currency

and British Pound currency into Canadian dollars for the statement of financial position accounts at May 31, 2013 was $1.0368 per US dollar and

$1.5752 per British Pound. The impact of a 10% change in the exchange rate of the US dollar and British Pound into Canadian dollars would

change other comprehensive income by approximately $27.5 million.

The Corporation is also impacted by foreign currency exchange rates, primarily changes in the values of the US dollar relative to the Canadian

dollar with regards to purchases of certain equipment, as the majority of customer premise equipment is purchased and subsequently paid in US

dollars. Please consult the “Foreign Exchange Risk” section in Note 13 of the condensed interim consolidated financial statements for further

details.

DIVIDEND DECLARATION

At its July 10, 2013 meeting, the Board of Directors of Cogeco Cable declared a quarterly eligible dividend of $0.26 per share for multiple voting

and subordinate voting shares, payable on August 7, 2013, to shareholders of record on July 24, 2013. The declaration, amount and date of any

future dividend will continue to be considered and approved by the Board of Directors of the Corporation based upon the Corporation’s financial

condition, results of operations, capital requirements and such other factors as the Board of Directors, at its sole discretion, deems relevant.

There is therefore no assurance that dividends will be declared, and if declared, the amount and frequency may vary.

SEGMENTED OPERATING RESULTS

The Corporation reports its operating results in three operating segments: Canadian cable services, American cable services and Enterprise

services. The reporting structure reflects how the Corporation manages the business activities to make decisions about resources to be allocated

to the segment and to assess its performance. For the purpose of segmented operating results, operating results from the ABB acquisition are

presented in the American cable services and operating results from the PEER 1 acquisition are included in the Enterprise services segment.

CANADIAN CABLE SERVICES

CUSTOMER STATISTICS

Net additions (losses) % of penetration

(1)

Quarters ended Nine months ended

May 31, 2013 May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012

PSU 1,981,290 (3,265)

6,246

12,157 64,705

Television service customers 845,344 (7,363)

(4,453

) (17,771) (9,112) 50.7 52.9

HSI service customers 650,325 1,160

2,835

15,791 27,638 39.0 38.3

Telephony service customers 485,621 2,938

7,864

14,137 46,179 29.1 28.3

(1) As a percentage of homes passed.

Management's discussion and analysis (“MD&A”) COGECO CABLE INC. Q3 2013 14

Fiscal 2013 third-quarter and first nine months PSU net additions were lower than in the comparable periods of the prior year mainly as a result

of service category maturity, competitive offers and tightening of our customer qualifications. For the third quarter and the first nine months net

customer losses for Television service customers stood at 7,363 and 17,771, respectively, compared to 4,453 and 9,112 for the same periods of

the prior year. Television service customer net losses are mainly due to the promotional offers of competitors for the video service combined with

the tightening of our customer credit controls. Fiscal 2013 third-quarter HSI service customers grew by 1,160 compared to 2,835 in the third

quarter of the prior year, and the number of net additions to the Telephony service stood at 2,938 customers compared to 7,864 customers for

the same period of the prior year. For the first nine months of fiscal 2013, net additions for HSI service customers stood at 15,791 and Telephony

net additions at 14,137 compared to 27,638 and 46,179, respectively, for the comparable periods of the prior year. HSI and Telephony net additions

continue to stem from the enhancement of the product offering, the impact of the bundled offer (Cogeco Complete Connection) of Television, HSI

and Telephony services, and promotional activities.

OPERATING RESULTS

Quarters ended Nine months ended

May 31,

2013

May 31,

2012 Change

May 31,

2013

May 31,

2012 Change

(in thousands of dollars, except percentages) $ $ % $ $ %

Revenue 306,401 297,595 3.0 917,389 886,725 3.5

Operating expenses 153,288 149,283 2.7 465,368 465,919

(0.1

)

Operating income before depreciation and amortization 153,113 148,312 3.2 452,021 420,806 7.4

Operating margin 50.0% 49.8% 49.3% 47.5%

Revenue

Fiscal 2013 third-quarter revenue increased by $8.8 million, or 3.0%, to reach $306.4 million, when compared to the same period last year. For

the first nine months, revenue amounted to $917.4 million, an increase of 3.5% when compared to the first nine months of fiscal 2012. These

increases are primarily due to rate increases implemented in June and July 2012 in Quebec and Ontario.

Operating expenses

For the period ended May 31, 2013, operating expenses increased by $4.0 million, or 2.7%, to $153.3 million. For the first nine months, operating

expenses amounted to $465.4 million, a decrease of $0.6 million when compared to the same period of prior year. Operating expenses increased

during the third quarter as a result of additional personnel to manage the PSU base, programming costs increases and incentives programs such

as bonus, partly offset by cost reduction initiatives.

Operating income before depreciation and amortization and operating margin

As a result of revenue growth exceeding operating expenses, fiscal 2013 third-quarter operating income before depreciation and amortization

amounted to $153.1 million, or 3.2% higher than in the same period of the prior year. For the first nine months of fiscal 2013, operating income

before depreciation and amortization amounted to $452.0 million, or 7.4% higher than in the same period of the prior year. Operating margin

increased to 50.0% from 49.8% when compared to fiscal 2012 third-quarter and from 47.5% to 49.3% for the first nine months of fiscal 2013

when compared to prior year.

AMERICAN CABLE SERVICES

On November 30, 2012, the Corporation completed the acquisition of ABB, an independent cable system operator formed in 2003 and providing

Analogue and Digital Television, as well as HSI and Telephony services. ABB operates cable systems in Western Pennsylvania, Southern Florida,

Maryland, Delaware and South Carolina. Fiscal 2013 nine-month period included six months of operations of ABB.

CUSTOMER STATISTICS

Net additions (losses) % of penetration

(1)

Quarters ended Nine months ended

May 31, 2013

(2)

May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012

PSU 488,874 (66) — 3,694 —

Television service customers 233,941 (1,044) — (3,372) — 45.3 —

HSI service customers 176,170 1,191 — 6,617 — 34.1 —

Telephony service customers 78,763 (213) — 449 — 15.2 —

(1) As a percentage of homes passed.

(2) Include 485,180 PSU (237,313 Television service, 169,553 HSI service and 78,314 Telephony service customers) from the acquisition of ABB. In the third quarter

of fiscal 2013, PSU from ABB at November 30, 2012 and February 28, 2013 have been adjusted downwards to comply with Cogeco Cable's and Canadian

practices mostly related to reporting the number of hotels and hotel units.

Management's discussion and analysis (“MD&A”) COGECO CABLE INC. Q3 2013 15

Fiscal 2013 third-quarter, PSU net losses stood at 66 compared to net additions of 3,694 for the first nine months. The decrease in PSU for the

quarter is mainly attributable to seasonal variations in the Miami area due to snowbirds leaving for the summer, partly offset by the increases in

residential HSI subscribers. PSU increases for the first nine months is mostly attributable to the increase in residential HSI subscribers through

additional marketing focus on bundle package offerings and increased overall demand given the higher speed offerings with the rollout of DOCSIS

3.0 capabilities in 2012 to a majority of ABB's markets, as well as increased commercial HSI and Telephony growth driven by improved sales

focus and resources.

OPERATING RESULTS

Quarters ended Nine months ended

May 31,

2013

May 31,

2012 Change

May 31,

2013

May 31,

2012 Change

(in thousands of dollars, except percentages) $ $ % $ $ %

Revenue 90,394 — — 176,244 — —

Operating expenses 49,145 — — 95,774 — —

Operating income before depreciation and amortization 41,249 — — 80,470 — —

Operating margin 45.6% —% 45.7% —%

Fiscal 2013 third-quarter revenue reached $90.4 million mainly as a result of (i) an increase in HSI revenue from continued marketing focus for

this service offering driving HSI subscriber growth; (ii) an increase in Telephony revenue generated by increases in subscriber level and an

increase in commercial revenue as ABB continues to expand its non-residential customer base through targeted marketing efforts. Fiscal 2013

third-quarter operating expenses amounted to $49.1 million and operating income before depreciation and amortization reached $41.2 million,

and consequently, operating margin stood at 45.6%. ABB's operating results are in line with management's expectations.

ENTERPRISE SERVICES

Quarters ended Nine months ended

May 31,

2013

May 31,

2012 Change

May 31,

2013

May 31,

2012 Change

(in thousands of dollars, except percentages) $ $ % $ $ %

Revenue 68,130 22,669 — 129,610 66,698 94.3

Operating expenses 44,710 13,248 — 82,063 39,773 —

Operating income before depreciation and amortization 23,420 9,421 — 47,547 26,925 76.6

Operating margin 34.4% 41.6% 36.7% 40.4%

OPERATING RESULTS

Revenue

Fiscal 2013 third-quarter revenue reached $68.1 million compared to $22.7 million for the same period last year. For the first nine months, revenue

amounted to $129.6 million, an increase of 94.3% when compared to the first nine months of fiscal 2012. Revenue increased for both periods

primarily due to the four months results of PEER 1 recently acquired as well as the organic growth of Cogeco Data Services ("CDS").

Operating expenses

For the third quarter of fiscal 2013, operating expenses increased by $31.5 million to $44.7 million. For the first nine months, operating expenses

amounted to $82.1 million, an increase of $42.3 million when compared to the first nine months of fiscal 2012. Operating expenses increased

for both periods primarily due to PEER 1 recently acquired as well as CDS's organic growth.

Operating income before depreciation and amortization and operating margin

As a result of revenue growth exceeding the increase in operating expenses, fiscal 2013 third-quarter operating income before depreciation and

amortization increased by $14.0 million to reach $23.4 million and by $20.6 million, or 76.6%, for the first nine months to reach $47.5 million,

when compared to the same periods of the prior year. Operating margin decreased to 34.4% from 41.6% in the third quarter and to 36.7% from

40.4% for first nine months compared to the comparable periods of fiscal 2012 as a result of lower margins business activities from PEER 1.

Management's discussion and analysis (“MD&A”) COGECO CABLE INC. Q3 2013 16

FISCAL 2013 FINANCIAL GUIDELINES

Giving effect to the improvement of the Corporation's financial performance in the Canadian Cable services segment with regards to the operating

income before depreciation and amortization mainly as a result of costs reduction initiatives, management revised upwards its operating income

before depreciation and amortization projections issued on April 10, 2013 from $767 million to $780 million which should contribute to increase

the operating margin from 45.2% to 46.0%. PSU growth should decline from 35,000 to 15,000 as a consequence of a more competitive environment

in the Canadian services segment combined with service category maturity and tighter customer credit qualification. However, revenue projections

should remain the same as a result of the rate increases implemented in June 2013 in Quebec and Ontario. Furthermore, the Corporation will

use the net proceeds of the issuance of US$215 million Senior Secured Notes, under a private placement, on June 27, 2013, and borrow under

its credit facilities to repay, on July 29, 2013, all the outstanding amount of $300 million Senior Secured Debentures Series 1, due on June 9,

2014. Therefore, financial expense should reach $125 million, an increase of $12 million, mainly as a result of the estimated make-whole premium

on the early repayment of the Senior Secured Debentures Series 1.

Fiscal 2013 revised financial guidelines are as follows:

Revised

projections

July 10, 2013

Revised

projections

April 10, 2013

Fiscal 2013 Fiscal 2013

(in millions of dollars, except net customer additions and operating margin) $ $

Financial guidelines

Revenue 1,695 1,695

Operating income before depreciation and amortization 780 767

Operating margin 46.0% 45.2%

Integration, restructuring and acquisition costs 17 16

Depreciation and amortization 368 368

Financial expense 125 113

Current income tax expense 92 92

Profit for the year 205 205

Acquisitions of property, plant and equipment, intangible and other assets 401 401

Free cash flow

(1)

145 145

Net customer addition guidelines

PSU growth 15,000 35,000

(1) Free cash flow is calculated as operating income before depreciation and amortization less integration, restructuring and acquisition costs, financial expense,

current income tax expense and acquisitions of property, plant and equipment, intangible and other assets.

FISCAL 2014 PRELIMINARY FINANCIAL GUIDELINES

The fiscal 2014 preliminary financial guidelines take into consideration the current uncertain global economic environment. These preliminary

guidelines also take into consideration the competitive environment that prevails in Canada, the deployment of new technologies such as Fibre

to the Home ("FTTH"), Fibre to the Node (“FTTN”) and Internet Protocol Television (“IPTV”) by the incumbent telecommunications providers.

For fiscal 2014, Cogeco Cable expects to achieve revenue of $1.935 billion, representing growth of $240 million, or 14.2% when compared to

the revised fiscal 2013 projections issued on July 10, 2013. Revenue should increase as a result of the full year impact from the recent acquisitions.

In the Cable services segment, revenue should stem primarily from targeted marketing initiatives to improve penetration rates of the Digital

Television, HSI and Telephony services. Furthermore, the Digital Television service should continue to benefit from the customers' ongoing strong

interest in the Corporation's growing HD service offerings. Revenue will also benefit, in the Canadian cable services, from the impact of rate

increases implemented in June 2013 in Quebec and Ontario, ranging on average between $2 to $3 per HSI and Telephony service customers.

Cogeco Cable's strategies include consistently effective marketing to residential and business customers, competitive product offerings and

superior customer service, which combined, lead to the expansion and loyalty of the Television service clientele. As the penetration of residential

HSI, Telephony and Digital Television services increase, the new demand for these products should slow in the Canadian cable services, reflecting

service category maturity. However, growth in the commercial and business sector is expected to continue at a consistent pace in the Cable

services segment. In the Enterprise services segment, revenue growth should stem primarily from the hosting services and the opening of the

Barrie data centre facility.

As a result of the full year impact from the recent acquisitions, the increased costs to service additional customers, inflation and manpower

increases, as well as the continuation of the marketing initiatives and retention strategies, operating expenses are expected to expand by

approximately $135 million, or 14.8% in the 2014 fiscal year when compared to the revised 2013 projections.

For fiscal 2014, the Corporation expects operating income before depreciation and amortization of $885 million, an increase of $105 million, or

13.5% when compared to the revised projections for 2013. The operating margin is expected to reach approximately 45.7% in fiscal 2014,

compared to the revised projections for the 2013 fiscal year of 46.0%, reflecting operating expenses growth slightly higher than the revenue

growth as well as lower margins business activities from the Enterprise services segment.

Cogeco Cable expects the depreciation and amortization of property, plant and equipment and intangible assets to increase by $67 million for

fiscal 2014, mainly from the full year impact of recent acquisitions. Cash flows from operations should finance capital expenditures and the

increase in intangible assets amounting to $425 million, an increase of $24 million when compared to the revised 2013 projections. Capital

expenditures projected for the 2014 fiscal year are mainly due to scalable infrastructure for product enhancements and the deployment of new

Management's discussion and analysis (“MD&A”) COGECO CABLE INC. Q3 2013 17

technologies, line extensions to expand existing territories, support capital to improve business information systems and support facility

requirements and expansion for the Enterprise services segment in order to fulfill orders from new customers.

Fiscal 2014 free cash flow is expected to amount to $225 million, an increase of $80 million, or 55.2% when compared to the projected free cash

flow of $145 million for fiscal 2013, resulting from the growth in operating income before depreciation and amortization, partly offset by additional

capital expenditures and financial expense from the full year impact of the recent acquisitions of ABB and PEER 1 and by an increase in current

income taxes. Generated free cash flow will reduce Indebtedness net of cash and cash equivalent, thus improving the Corporation's net leverage

ratios. Financial expense should amount to $130 million an increase of $5 million related to ABB's and PEER 1's acquisition financing. As a result,

profit for the year of approximately $245 million should be achieved compared to $205 million for the revised projections for fiscal 2013.

Fiscal 2014 preliminary financial guidelines are as follows:

Preliminary

projections

Revised

projections

July 10, 2013

Fiscal 2014 Fiscal 2013

(in millions of dollars, except operating margin) $ $

Financial guidelines

Revenue 1,935 1,695

Operating income before depreciation and amortization 885 780

Operating margin 45.7% 46.0%

Integration, restructuring and acquisition costs — 17

Depreciation and amortization 435 368

Financial expense 130 125

Current income tax expense 105 92

Profit for the year 245 205

Acquisitions of property, plant and equipment, intangible and other assets 425 401

Free cash flow

(1)

225 145

(1) Free cash flow is calculated as operating income before depreciation and amortization less integration, restructuring and acquisition costs, financial expense,

current income tax expense and acquisitions of property, plant and equipment, intangible and other assets.

CONTROLS AND PROCEDURES

The President and Chief Executive Officer (“CEO”) and the Senior Vice President and Chief Financial Officer (“CFO”), together with Management,

are responsible for establishing and maintaining adequate disclosure controls and procedures and internal controls over financial reporting, as

defined in National Instrument 52-109. Cogeco Cable’s internal control framework is based on the criteria published in the report Internal Control-

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and is designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

IFRS.

The CEO and CFO, supported by Management, evaluated the design of the Corporation’s disclosure controls and procedures and internal controls

over financial reporting as of May 31, 2013, and have concluded that they are adequate. Furthermore, no significant changes to the internal

controls over financial reporting occurred during the quarter ended May 31, 2013, except as described below with respect to ABB and PEER 1.

On November 30, 2012, the Corporation completed the acquisition of ABB and, subsequently on January 31, 2013 and on April 3, 2013, the

Corporation acquired 100% of the issued and outstanding shares of PEER 1. Due to the short period of time between those acquisition dates

and the certification date on July 10, 2013, management was unable to complete its review of the design of Internal Controls Over Financial

Reporting ("ICFR") for the recent acquisitions. At May 31, 2013, risks were however mitigated as management was fully apprised of any material

events affecting these recent acquisitions. In addition, all the assets and liabilities acquired were valued and recorded in the condensed interim

consolidated financial statements as part of the preliminary purchase price allocation process and both ABB and PEER 1 results of operations

were also included in the Corporation's consolidated results. ABB constitutes 14% of revenue, 13% of profit of the period, 33% of the total assets,

23% of the current assets, 33% of the non current assets, 14% of the current liabilities and 25% of the non current liabilities of the consolidated

condensed interim financial statements for the nine-month period ended May 31, 2013. PEER 1 constitutes 5% of revenue, -8% of profit of the

period, 15% of the total assets, 12% of the current assets, 15% of the non current assets, 10% of the current liabilities and 10% of the non current

liabilities of the consolidated condensed interim financial statements for the nine-month period ended May 31, 2013. In the upcoming quarters,

management will complete its review of the design of ICFR for ABB and PEER 1 and assess its effectiveness. The business combinations of

fiscal 2013 under the "Cash flow analysis" section of this MD&A presents summary financial information about the preliminary purchase price

allocation, assets acquired and liabilities assumed as well as other financial information about ABB and PEER 1 business impact on the consolidated

results of the Corporation. Other financial information about ABB can be found in the Business Acquisition Report filed by the Corporation on

www.sedar.com, on February 13, 2013.

Management's discussion and analysis (“MD&A”) COGECO CABLE INC. Q3 2013 18

UNCERTAINTIES AND MAIN RISK FACTORS

The uncertainties and main risk factors faced by the Corporation have not changed significantly for its Canadian cable services since August 31,

2012, except for the proposed Astral/Bell amended Arrangement Agreement described below. A detailed description of the uncertainties and main

risk factors faced by Cogeco Cable can be found in the 2012 Annual Report and the Corporation's MD&A for the period ended February 28, 2013

filed on SEDAR, available at www.sedar.com.

On June 27, 2013, the CRTC approved the application by Astral Media Inc. (“Astral”) to transfer the control of Astral to BCE Inc. (“Bell”). The

CRTC concluded that the transaction as modified is in the public interest and advances the objectives set out for the Canadian broadcasting.

Specific measures have been imposed by the CRTC to ensure that the transaction benefits Canadians and the Canadian broadcasting system.

As a part of the conditions, BCE will have to sell 10 of the radio stations it acquired in the deal as well as 11 specialty TV channels and be subject

to greater increase of regulatory oversight with respect to affiliation agreements. Bell will control over forty percent (40 %) of Cogeco Cable's

programming service affiliation payments at current wholesale rates. In the event of future disputes concerning the terms of affiliation between

Cogeco Cable and Bell for services controlled by Bell, the CRTC may set such terms at either party's request following a dispute resolution

process, and the services may not be interrupted by either party while such dispute resolution process is pending.

FUTURE ACCOUNTING DEVELOPMENTS IN CANADA

A number of new standards, interpretations and amendments to existing standards were issued by the International Accounting Standard Board

(“IASB”) that are mandatory but not yet effective for the period ended May 31, 2013 and have not been applied in preparing the condensed interim

consolidated financial statements. These standards are described under “Future accounting developments in Canada” in the Corporation’s 2012

annual MD&A, available at www.sedar.com and www.cogeco.ca.

CHANGES IN CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There has been no significant change in Cogeco Cable’s accounting policies, estimates and future accounting pronouncements since August 31,

2012. A description of the Corporation’s policies and estimates can be found in the 2012 Annual Report, available at www.sedar.com and

www.cogeco.ca.

NON-IFRS FINANCIAL MEASURES

This section describes non-IFRS financial measures used by Cogeco Cable throughout this MD&A. It also provides reconciliations between these

non-IFRS measures and the most comparable IFRS financial measures. These financial measures do not have standard definitions prescribed

by IFRS and therefore, may not be comparable to similar measures presented by other companies. These measures include “cash flow from

operations”, “free cash flow”, “operating income before depreciation and amortization” and “operating margin”.

CASH FLOW FROM OPERATIONS AND FREE CASH FLOW

Cash flow from operations is used by Cogeco Cable’s management and investors to evaluate cash flows generated by operating activities,

excluding the impact of changes in non-cash operating activities, amortization of deferred transaction costs and discounts on long-term debt,

income taxes paid, current income tax expense, financial expense paid and financial expense. This allows the Corporation to isolate the cash

flows from operating activities from the impact of cash management decisions. Cash flow from operations is subsequently used in calculating

the non-IFRS measure, “free cash flow”. Free cash flow is used, by Cogeco Cable’s management and investors, to measure its ability to repay

debt, distribute capital to its shareholders and finance its growth.

The most comparable IFRS measure is cash flow from operating activities. Cash flow from operations is calculated as follows:

Quarters ended Nine months ended

May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012

(in thousands of dollars) $ $ $ $

Cash flow from operating activities 166,976 112,275

316,780 247,043

Changes in non-cash operating activities 2,526 12,083 78,708 71,572

Amortization of deferred transaction costs and discounts on long-term debt 3,580 713

7,043 2,070

Income taxes paid 16,894 10,821 76,902 64,638

Current income tax expense (25,789) (24,044) (73,907) (69,740)

Financial expense paid 26,827 17,600 70,542 47,147

Financial expense (35,032) (16,373) (79,726) (47,990)

Cash flow from operations 155,982 113,075

396,342 314,740

Management's discussion and analysis (“MD&A”) COGECO CABLE INC. Q3 2013 19

Free cash flow is calculated as follows:

Quarters ended Nine months ended

May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012

(in thousands of dollars) $ $ $ $

Cash flow from operations 155,982 113,075

396,342 314,740

Acquisition of property, plant and equipment (108,325) (83,479) (286,457) (240,406)

Acquisition of intangible and other assets (4,516) (3,980) (13,650) (10,570)

Free cash flow 43,141 25,616 96,235 63,764

OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION AND

OPERATING MARGIN

Operating income before depreciation and amortization is used by Cogeco Cable’s management and investors to assess the Corporation’s ability

to seize growth opportunities in a cost effective manner, to finance its ongoing operations and to service its debt. Operating income before

depreciation and amortization is a proxy for cash flows from operations excluding the impact of the capital structure chosen, and is one of the

key metrics used by the financial community to value the business and its financial strength. Operating margin is a measure of the proportion of

the Corporation's revenue which is available, before income taxes, to pay for its fixed costs, such as interest on Indebtedness. Operating margin

is calculated by dividing operating income before depreciation and amortization by revenue.

The most comparable IFRS financial measure is operating income. Operating income before depreciation and amortization and operating margin

are calculated as follows:

Quarters ended Nine months ended

May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012

(in thousands of dollars, except percentages)

$ $ $ $

Operating income 109,648 90,981 288,529 217,471

Depreciation and amortization 103,383 61,680 252,640 210,756

Integration, restructuring and acquisitions costs 2,101 — 16,865 —

Operating income before depreciation and amortization 215,132 152,661 558,034 428,227

Revenue 464,497 319,771 1,222,080 952,930

Operating margin 46.3% 47.7% 45.7% 44.9%

Management's discussion and analysis (“MD&A”) COGECO CABLE INC. Q3 2013 20

SUPPLEMENTARY QUARTERLY FINANCIAL INFORMATION

Quarters ended May 31,

February

28,

February

29,

November 30, August 31,

(in thousands of dollars, except percentages and per

share data)

2013 2012 2013 2012 2012 2011 2012 2011

$ $ $ $ $ $ $ $

Revenue 464,497 319,771 429,672 317,735 327,911 315,424 324,768 305,811

Operating income before depreciation and

amortization

215,132 152,661 195,776 143,743 147,126 131,823 160,825 151,579

Operating margin 46.3% 47.7% 45.6% 45.2% 44.9% 41.8% 49.5% 49.6%

Operating income 109,648 90,981 103,721 59,491 75,160 66,999 94,709 97,941

Income taxes 21,358 21,449 16,169 13,617 17,400 10,603 32,987 20,713

Profit for the period from continuing operations 53,258 53,159 58,458 31,086 42,160 39,567 45,705 62,745

Profit for the period from discontinued operations — — — 52,047 — 3,399 — 6,219

Profit for the period 53,258 53,159 58,458 83,133 42,160 42,966 45,705 68,964

Profit for the period attributable to owners of the

Corporation 53,056 53,159 58,660 83,133 42,160 42,966 45,705 68,964

Cash flow from operating activities 166,976 112,275 150,084 120,961 (280) 13,807 203,343 211,847

Cash flow from operations 155,982 113,075 140,515 104,622 99,845 97,043 126,946 144,699

Acquisitions of property, plant and equipment,

intangible and other assets

112,841 87,459 104,433 86,234 82,833 77,283 124,392 120,663

Free cash flow 43,141 25,616 36,082 18,388 17,012 19,760 2,554 24,036

Earnings per share

(1)

From continuing and discontinued operations

Basic 1.09 1.09 1.20 1.71 0.87 0.88 0.94 1.42

Diluted 1.08 1.09 1.19 1.70 0.86 0.88 0.93 1.42

From continuing operations

Basic 1.09 1.09 1.20 0.64 0.87 0.81 0.94 1.29

Diluted 1.08 1.09 1.19 0.63 0.86 0.81 0.93 1.29

From discontinued operations

Basic — — — 1.07 — 0.07 — 0.13

Diluted — — — 1.06 — 0.07 — 0.13

(1) Per multiple and subordinate voting share.

SEASONAL VARIATIONS

Cogeco Cable’s operating results are not generally subject to material seasonal fluctuations except as follows. In the Canadian cable services

segment, the customer growth in the Television service customers and HSI service are generally lower in the second half of the fiscal year as a

result of a decrease in economic activity due to the beginning of the vacation period, the end of the television season, and students leaving their

campuses at the end of the school year. Cogeco Cable offers its services in several university and college towns such as Kingston, Windsor,

St.Catharines, Hamilton, Peterborough, Trois-Rivières and Rimouski in Canada. In the American cable services segment, the customer growth

in the Television service customers and HSI service are also generally lower in the second half of the fiscal year as a result of a decrease in

economic activity due to the snowbirds leaving for the summer season essentially in the Miami area. Furthermore, the third and fourth quarter’s

operating margin is usually higher as no management fees are paid to COGECO Inc. Under the Management Agreement, Cogeco Cable pays

a fee equal to 2% of its total revenue subject to a maximum amount. As the maximum amount has been reached in the second quarter of fiscal

2013, Cogeco Cable will not pay management fees in the second half of fiscal 2013. Similarly, as the maximum amount was paid in the first six

months of fiscal 2012, Cogeco Cable paid no management fees in the second half of the previous fiscal year.

ADDITIONAL INFORMATION

This MD&A was prepared on July 10, 2013. Additional information relating to the Corporation, including its Annual Information Form, is available

on the SEDAR website at www.sedar.com.

/s/ Jan Peeters /s/ Louis Audet

Jan Peeters Louis Audet

Chairman of the Board President and Chief Executive Officer

Cogeco Cable Inc.

Montréal, Québec

July 10, 2013

CONDENSED INTERIM CONSOLIDATED FINANCIAL

STATEMENTS

Three and nine-month periods ended May 31, 2013

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 22

COGECO CABLE INC.

INTERIM CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

(unaudited)

Three months ended Nine months ended

May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012

(In thousands of Canadian dollars, except per share data) $ $ $ $

Revenue 464,497 319,771 1,222,080 952,930

Operating expenses (note 4) 249,365 167,110

654,477

515,218

Management fees – COGECO Inc. — —

9,569

9,485

Integration, restructuring and acquisition costs (note 2) 2,101 — 16,865 —

Depreciation and amortization (note 5) 103,383 61,680

252,640

210,756

Operating income 109,648 90,981

288,529

217,471

Financial expense (note 6) 35,032 16,373 79,726 47,990

Profit before income taxes 74,616 74,608

208,803

169,481

Income taxes (note 7) 21,358 21,449 54,927 45,669

Profit for the period from continuing operations 53,258 53,159

153,876

123,812

Profit for the period from discontinued operations (note 14) — — — 55,446

Profit for the period 53,258 53,159

153,876

179,258

Profit for the period attributable to:

Owners of the Corporation 53,056 53,159

153,876

179,258

Non-controlling interest 202 — — —

53,258 53,159

153,876

179,258

Earnings per share (note 8)

Basic

Profit for the period from continuing operations 1.09 1.09 3.16 2.54

Profit for the period from discontinued operations — — — 1.14

Profit for the period 1.09 1.09 3.16 3.68

Diluted

Profit for the period from continuing operations 1.08 1.09 3.14 2.53

Profit for the period from discontinued operations — — — 1.13

Profit for the period 1.08 1.09 3.14 3.66

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 23

COGECO CABLE INC.

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

Three months ended Nine months ended

May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012

(In thousands of Canadian dollars) $ $ $ $

Profit for the period 53,258 53,159

153,876 179,258

Other comprehensive income (loss)

Cash flow hedging adjustments

Net change in fair value of hedging derivative financial instruments 1,343 9,566

9,288

11,446

Net change in fair value of hedging derivative financial instruments reclassified to

financial expense (1,026) (8,246)

(9,709

) (10,165)

Income tax expense on cash flow hedging adjustments (119) (518)

(304

)

(663

)

198 802

(725

) 618

Foreign currency translation adjustments

Net foreign currency translation differences on net investments in foreign operations 2,394 — 31,487

(745

)

Net changes in unrealized adjustments on translation of long-term debts designated

as hedges of net investments in foreign operations (712) — (19,517) —

Reclassification to profit and loss of accumulated realized foreign currency translation

gain of a net investment in foreign operations — — — (19,817)

1,682 — 11,970 (20,562)

Defined benefit pension plans actuarial adjustments

Net change in defined benefit pension plans actuarial adjustments 1,737 (1,070)

2,596 (2,261

)

Income tax recovery (expense) on defined benefit pension plans actuarial adjustments (467) 288

(698

) 608

1,270 (782)

1,898 (1,653

)

Other comprehensive income (loss) for the period 3,150 20 13,143 (21,597)

Comprehensive income for the period 56,408 53,179

167,019 157,661

Comprehensive income for the period attributable to:

Owners of the Corporation 56,583 53,179

167,019 157,661

Non-controlling interest (175) — — —

56,408 53,179

167,019 157,661

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 24

COGECO CABLE INC.

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

Equity attributable to owners of the Corporation

capital

Share-based

compensation

reserve

Accumulated

other

comprehensive

income

Retained

earnings

Equity

attributable to

non-controlling

interest

Total

shareholders'

equity

(In thousands of Canadian dollars)

$ $ $ $ $ $

(note 10)

Balance at August 31, 2011 992,922 7,782 22,554

9,994

— 1,033,252

Profit for the period — — —

179,258

—

179,258

Other comprehensive loss for the period — — (19,944)

(1,653

) — (21,597)

Comprehensive income for the period — — (19,944)

177,605

—

157,661

Issuance of subordinate voting shares under the Stock

Option Plan 1,295 — — — —

1,295

Share-based compensation — 1,677 — — —

1,677

Share-based compensation previously recorded in share-

based compensation reserve for options exercised 375 (375) — — — —

Dividends on multiple voting shares — — — (11,768) — (11,768)

Dividends on subordinate voting shares — — — (24,723) — (24,723)

Acquisition of subordinate voting shares held in trust under

the Incentive Share Unit Plan (3,049) — — — —

(3,049

)

Disposal of subordinate voting shares held in trust under

the Incentive Share Unit Plan 522 — — 171 — 693

Total contributions by and distributions to shareholders (857) 1,302 — (36,320) — (35,875)

Balance at May 31, 2012 992,065 9,084

2,610 151,279

— 1,155,038

Balance at August 31, 2012 992,164 9,749

3,105 183,413

— 1,188,431

Profit for the period — — —

153,876

—

153,876

Other comprehensive income for the period — — 11,245

1,898

— 13,143

Comprehensive income for the period — — 11,245

155,774

—

167,019

Issuance of subordinate voting shares under the Stock

Option Plan 717 — — — — 717

Share-based compensation — 2,351 — — —

2,351

Share-based compensation previously recorded in share-

based compensation reserve for options exercised 251 (251) — — — —

Dividends on multiple voting shares — — — (12,239) — (12,239)

Dividends on subordinate voting shares — — — (25,703) — (25,703)

Acquisition of subordinate voting shares held in trust under

the Incentive Share Unit Plan (4,076) — — — —

(4,076

)

Distribution to employees of subordinate voting shares held

in trust under the Incentive Share Unit Plan 1,415 (1,420) — 5 — —

Non-controlling interest acquired as a result of a business

combination (note 2)

— — — —

16,962 16,962

Acquisition of non-controlling interest (note 2)

— — — —

(16,962) (16,962)

Total contributions by and distributions to shareholders (1,693) 680 — (37,937) — (38,950)

Balance at May 31, 2013 990,471 10,429 14,350

301,250

— 1,316,500

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 25

COGECO CABLE INC.

INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(unaudited)

May 31, 2013 August 31, 2012

(In thousands of Canadian dollars) $ $

Assets

Current

Cash and cash equivalents (note 11 b)) 37,894

215,391

Trade and other receivables (note 13 a)) 90,425 68,420

Income taxes receivable 14,650 12,407

Prepaid expenses and other 16,505 12,064

159,474

308,282

Non-current

Other assets 13,830

6,413

Property, plant and equipment 1,751,785 1,322,093

Intangible assets 1,964,499 1,039,982

Goodwill 1,271,334

210,442

Deferred tax assets 72,668 20,867

5,233,590 2,908,079

Liabilities and Shareholders’ equity

Liabilities

Current

Trade and other payables 190,635

220,386

Provisions 10,113 10,317

Income tax liabilities 40,386 41,129

Deferred and prepaid revenue 56,138 41,456

Balance due on a business combination, bank prime rate plus 1% and payable in February 2013 — 11,400

Current portion of long-term debt (note 9) 11,919 830

309,191

325,518

Non-current

Long-term debt (note 9) 2,972,337 1,036,202

Balance due on a business combination, bank prime rate plus 1% and payable in July 2014 875 —

Derivative financial instruments

2,380

11,668

Deferred and prepaid revenue and other liabilities 17,921 15,084

Pension plan liabilities and accrued employees benefits

7,433

12,454

Deferred tax liabilities 606,953

318,722

3,917,090 1,719,648

Shareholders’ equity

Equity attributable to owners Corporation

Share capital (note 10) 990,471

992,164

Share-based compensation reserve 10,429

9,749

Accumulated other comprehensive income 14,350

3,105

Retained earnings 301,250

183,413

1,316,500 1,188,431

5,233,590 2,908,079

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 26

COGECO CABLE INC.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

Three months ended Nine months ended

May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012

(In thousands of Canadian dollars)

$ $ $ $

Cash flow from operating activities

Profit for the period from continuing operations 53,258 53,159

153,876 123,812

Adjustments for:

Depreciation and amortization (note 5) 103,383 61,680

252,640 210,756

Income taxes (note 7) 21,358 21,449

54,927 45,669

Financial expense (note 6) 35,032 16,373

79,726 47,990

Share-based compensation (note 10) 945 734

2,620 1,739

Loss on disposals and write-offs of property, plant and equipment 13 156

1,837 907

Defined benefit pension plans contributions, net of expense (766) (772)

(2,694

)

(473

)

213,223 152,779

542,932 430,400

Changes in non-cash operating activities (note 11a)) (2,526) (12,083)

(78,708

)

(71,572

)

Income taxes paid (16,894) (10,821)

(76,902

)

(64,638

)

Financial expense paid (26,827) (17,600)

(70,542

)

(47,147

)

166,976 112,275

316,780 247,043

Cash flow from investing activities

Acquisition of property, plant and equipment (108,325) (83,479) (286,457) (240,406)

Acquisition of intangible and other assets (4,516) (3,980)

(13,650

)

(10,570

)

Business combinations, net of cash and cash equivalents acquired (note 2) (22,377) (337)

(2,005,667

)

(337

)

Other 57 935

305 1,082

(135,161) (86,861)

(2,305,469

) (250,231)

Cash flow from financing activities

Net increases (repayments) under the revolving facilities (304,915) —

545,470

(110,000)

Issuance of long-term debts, net of discounts and transaction costs 694,651 — 1,728,617

198,074

Repayments of long-term debt (406,950) (524) (408,621)

(1,726

)

Increase in deferred transaction costs (1,960) (41)

(4,242

)

(1,321

)

Repayment of balance due on a business combination — —

(10,525

)

—

Issuance of subordinate voting shares (note 10) 130 —

717 1,295

Acquisition of subordinate voting shares held in trust under the Incentive

Share Unit Plan (note 10) — —

(4,076

)

(3,049

)

Disposal of subordinate voting shares held in trust under the Incentive Share Unit Plan — 693

— 693

Dividends paid on multiple voting shares (4,080) (3,922)

(12,239

)

(11,768

)

Dividends paid on subordinate voting shares (8,564) (8,241)

(25,703

)

(24,723

)

(31,688) (12,035) 1,809,398

47,475

Effect of exchange rate changes on cash and cash equivalents denominated in

foreign currencies 1,089 —

1,794 —

Net change in cash and cash equivalents from continuing operations 1,216 13,379 (177,497)

44,287

Net change in cash and cash equivalents from discontinued operations (note 14) — —

— 49,597

Cash and cash equivalents, beginning of the period 36,678 135,952

215,391 55,447

Cash and cash equivalents, end of the period 37,894 149,331

37,894 149,331

COGECO CABLE INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

(unaudited)

(amounts in tables are in thousands of Canadian dollars, except number of shares and per share data)

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 27

NATURE OF OPERATIONS

Cogeco Cable Inc. (the “Corporation” or the “Parent Corporation”) is a Canadian public corporation whose shares are listed on the Toronto Stock

Exchange (“TSX”). The Corporation’s core business is providing Cable Television, High Speed Internet (“HSI”), Telephony, managed information

technology and infrastructure, and other telecommunications services to its residential and commercial customers in Canada, in the United States

of America (“US”), in the United Kingdom ("UK") and in France (see note 3).

The Corporation is a subsidiary of COGECO Inc., which holds 32.1% of the Corporation’s equity shares, representing 82.6% of the votes attached

to the Corporation’s voting shares.

The Corporation's registered office is located at 5 Place Ville Marie, Suite 1700, Montréal, Québec, H3B 0B3.

1. Basis of Presentation

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standards

(“IAS”) 34 Interim Financial Reporting and do not include all the information required for annual financial statements. Certain information

and footnote disclosure included in annual financial statements were omitted or condensed where such information is not considered material

to the understanding of the Corporation’s interim financial information. As such, these condensed interim consolidated financial statements

should be read in conjunction with the Corporation’s 2012 annual consolidated financial statements.

These condensed interim consolidated financial statements have been prepared with the accounting policies the Corporation adopted in its

2012 annual consolidated financial statements. The accounting policies have been applied consistently to all periods presented in the

condensed interim consolidated financial statements unless otherwise indicated.

The condensed interim consolidated financial statements have been prepared on a going concern basis using historical cost except for

derivative financial instruments and cash-settled share-based payment arrangements, which are measured at fair value, and for the pension

plan liabilities and accrued employee benefits, which are measured at present value.

Financial information is presented in Canadian dollars, which is the functional currency of Cogeco Cable Inc.

The results of operations for the interim period are not necessarily indicative of the results of operations for the full year. The Corporation

does not expect seasonality to be a material factor in quarterly results except that the customer growth in the Cable Television and HSI

service are generally lower in the second half of the fiscal year as a result of a decrease in economic activity due to the beginning of the

vacation period, the end of the television season, and students leaving their campuses at the end of the school year in Canada, and in the

US, snowbirds leaving for the summer season in the Miami area. Furthermore, the third and fourth quarter’s operating margin is usually

higher as no management fees are paid to COGECO Inc. Under the Management Agreement, the Corporation pays a fee equal to 2% of

its total revenue subject to a maximum amount. As the maximum amount was reached in the second quarter of fiscal 2013, the Corporation

will not pay management fees in the second half of fiscal 2013.

The condensed interim consolidated financial statements were approved by the Board of Directors of Cogeco Cable Inc. at its meeting held

on July 10, 2013.

COGECO CABLE INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

(unaudited)

(amounts in tables are in thousands of Canadian dollars, except number of shares and per share data)

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 28

2. Business Combinations

On November 30, 2012, the Corporation completed the acquisition of all the outstanding shares of Atlantic Broadband ("ABB"), an independent

cable system operator formed in 2003, serving about 485,000 primary service units and providing Analogue and Digital Television, as well

as HSI and Telephony services. The acquisition is an attractive entry point into the US market, providing a significant increase in Primary

Service Units base with further growth potential, a high quality network infrastructure and the ability for the Corporation’s management to

leverage its core knowledge and operational experience. The transaction, valued at US$1.36 billion, was financed through a combination

of cash on hand, a draw-down on the existing Term Revolving Facility of approximately US$588 million and US$660 million of borrowings

under a new committed non-recourse debt financing at ABB (see note 9 d)). Ranked the 12th-largest cable television system operator in

the US, ABB operates cable systems in Western Pennsylvania, Southern Florida, Maryland, Delaware and South Carolina.

On January 31, 2013, the Corporation acquired approximately 96.57% of the issued and outstanding shares of Peer 1 Network Enterprises,

Inc. (“PEER 1”). The transaction, valued at approximately $649 million, was financed by new secured revolving credit facilities in the amount

of approximately $250 million as well as new secured term credit facilities in the amount of approximately $400 million both having a maturity

of four years (see note 9 a)). PEER 1 is one of the world's leading internet infrastructure providers, specializing in managed hosting, dedicated

servers, cloud services and collocation. This acquisition enhances Cogeco Cable's footprint and builds on its strategic initiatives by increasing

scale in an attractive industry segment with significant growth prospects in the state of the art data center platforms. The Corporation will

also serve additional businesses worldwide, in addition to approximately 11,000 customers currently served, through 23 data centres and

21 points-of-presence across North America and Europe. PEER 1's primary network centre and head office remain located in Vancouver.

On March 6, 2013, Cogeco Cable Inc., completed the working capital adjustments in relation to the ABB acquisition, which increased Income

tax receivable by $3.4 million and goodwill by $0.6 million, and decreased trade and other payables assumed by $1.5 million and income

tax liabilities assumed by $0.1 million.

On April 3, 2013, Cogeco Cable Inc. completed the acquisition of the remaining 3.43% of the issued and outstanding shares of PEER 1

pursuant to the compulsory acquisition provisions in Section 300 of the Business Corporations Act ("British Columbia") for a cash consideration

of $17 million. The acquisition of non-controlling interest resulted in no changes to the preliminary purchase price allocation.

The acquisitions were accounted for using the purchase method. The preliminary allocation of the purchase price of the acquisitions, pending

the completion of the valuation of the net assets acquired, are as follows:

PEER 1 ABB TOTAL

$ $ $

Consideration

Paid

Purchase of shares

494,796 337,779 832,575

Working capital adjustments —

5,415 5,415

Repayment of secured debts and settlement of options outstanding

170,872

1,021,854 1,192,726

665,668

1,365,048 2,030,716

Net assets acquired

Cash and cash equivalents 10,840

5,480 16,320

Restricted cash

8,729 — 8,729

Trade and other receivables 12,772

9,569 22,341

Prepaid expenses and other

3,855 1,370 5,225

Income tax receivable 672

3,418 4,090

Other assets

3,328 — 3,328

Property, plant and equipment

150,206 205,353 355,559

Intangible assets

139,703 763,084 902,787

Goodwill

421,986 603,254

1,025,240

Deferred tax assets

8,355

33,835

42,190

Trade and other payables assumed (26,330) (26,134)

(52,464

)

Provisions —

(721

)

(721

)

Income tax liabilities assumed

(4,716

) (53)

(4,769

)

Deferred and prepaid revenue and other liabilities assumed

(3,315

)

(5,254

)

(8,569

)

Long-term debt assumed

(1,735

)

— (1,735

)

Deferred tax liabilities (58,682) (228,153) (286,835)

665,668

1,365,048 2,030,716

COGECO CABLE INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

(unaudited)

(amounts in tables are in thousands of Canadian dollars, except number of shares and per share data)

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 29

ABB

The amount of goodwill, none of which is expected to be deductible for tax purposes, is mainly attributable to revenue and operating income

before depreciation and amortization growth, future market development related to the entry of the Corporation in the US market, expected

benefits from the corporate tax structure and from the future utilization of tax losses carryforward and to the strength of ABB assembled

workforce.

In connection with this acquisition, the Corporation incurred acquisition-related costs of $11.1 million of which $9.4 million have been

recognized in the current year as “Integration, restructuring and acquisition costs” in the Corporation’s consolidated statements of profit or

loss.

PEER 1

The amount of goodwill, none of which is expected to be deductible for tax purposes, is mainly attributable to revenue and operating income

before depreciation and amortization growth in the Enterprise services segment, future development of service suite for businesses across

the Canadian, US and European markets to the expected benefits from the corporate tax structure and to the strength of PEER 1's assembled

workforce.

In connection with this acquisition, the Corporation incurred acquisition-related costs of $7.4 million which have been recognized in the

current year as “Integration, restructuring and acquisition costs” in the Corporation's consolidated statements of profit or loss.

Impact of acquisitions on the results of Cogeco Cable Inc.

Revenue and profit for the period for the three and nine-month periods ended May 31, 2013, include revenue of $90.4 million and $176.2 million

and profit for the period of $13.3 million and $20.1 million, respectively, attributable to the additional operations generated by ABB and

revenue of $44.2 million and $58.5 million and loss for the period of $9.6 million and $15.5 million, respectively, attributable to the additional

operations generated by PEER 1.

Had the business combinations been effective at September 1, 2012, the consolidated revenue of the Corporation would have been $1.4 billion,

and the profit for the year would have been $153.2 million for the nine-month period ended May 31, 2013. Management considers these

“pro-forma” numbers to represent an approximate measure of the performance of the combined group and to provide a reference point for

comparison in future periods. In determining these amounts, management has assumed that the fair value adjustments, determined

provisionally, that arose on the dates of acquisitions would have been the same, in all material respects, if the acquisition had occurred on

September 1, 2012.

3. Operating Segments

The Corporation’s profit for the period are reported in three operating segments: Canadian cable services, American cable services and

Enterprise services.

The Canadian and American cable services segments provide a wide range of Analogue and Digital Television, HSI and Telephony services

primarily to residential customers in Canada and in the US, respectively. The Canadian cable services segment also provides business

solutions, including data networking, Ethernet, hosting, HSI access and Voice over Internet Protocol (“VoIP”) services, to small and medium

sized businesses.

The Enterprise services segment provides data centre, managed IT and connectivity services for small, medium and large enterprises and

public sector customers. It also provides high-performance Ethernet broadband connectivity services to carriers. This segment’s offerings

includes the provision of physical space and power within its secured data centres and a new suite of managed IT and infrastructure services

as well as a full suite of connectivity services provisioned over its wholly-owned optical networks. The activities of the Enterprise services

segment are carried out in Canada, in the US and in Europe, mostly in the UK.

The Corporation assesses the performance of each segment based on segment operating income. Financial expense and income taxes

are managed on a total corporation basis and, accordingly, are not reflected in segmented results. The inter-segment eliminations and other

eliminate any intercompany transactions included in each segment’s results and include head office activities. Transactions between segments

are measured at the amounts agreed to between the parties.

COGECO CABLE INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

(unaudited)

(amounts in tables are in thousands of Canadian dollars, except number of shares and per share data)

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 30

Three months ended May 31, 2013

Canadian cable

services

American cable

services

Enterprise

services

Inter-segment

eliminations

and other Consolidated

$ $ $ $ $

Revenue

(1)

306,401 90,394 68,130

(428

)

464,497

Operating expenses 153,288 49,145 44,710

2,222 249,365

Integration, restructuring and acquisition costs — 175

1,926 — 2,101

Depreciation and amortization 60,803 14,340 28,240

— 103,383

Operating income (loss) 92,310 26,734

(6,746

)

(2,650

)

109,648

Financial expense

35,032

Income taxes

21,358

Profit for the period

53,258

Acquisition of property, plant and equipment 47,640 13,309 47,376

— 108,325

Acquisition of intangible and other assets 3,442 491 583

— 4,516

(1) Revenue by geographic market includes $341,451 in Canada, $115,931 in the US and $7,115 in Europe.

Three months ended May 31, 2012

Canadian cable

services

American cable

services

Enterprise

services

Inter-segment

eliminations and

other Consolidated

$ $ $ $ $

Revenue

(1)

297,595 — 22,669

(493

)

319,771

Operating expenses 149,283 — 13,248

4,579 167,110

Depreciation and amortization 52,132 —

9,548 — 61,680

Operating income (loss) 96,180 —

(127

)

(5,072

)

90,981

Financial expense 16,373

Income taxes 21,449

Profit for the period 53,159

Acquisition of property, plant and equipment 69,109 — 14,370

— 83,479

Acquisition of intangible and other assets 2,660 —

1,320 — 3,980

(1) Revenue by geographic market were all in Canada.

Nine months ended May 31, 2013

Canadian cable

services

American cable

services

Enterprise

services

Inter-segment

eliminations

and other Consolidated

$ $ $ $ $

Revenue

(1)

917,389 176,244

129,610 (1,163

) 1,222,080

Operating expenses 465,368 95,774 82,063 11,272

654,477

Management fees – COGECO Inc. — — —

9,569 9,569

Integration, restructuring and acquisition costs — 9,424

7,441 — 16,865

Depreciation and amortization 169,211 27,801 55,628

— 252,640

Operating income (loss) 282,810 43,245 (15,522) (22,004)

288,529

Financial expense

79,726

Income taxes

54,927

Profit for the period

153,876

Property, plant and equipment

(2)

1,155,195 220,185

376,405 —

1,751,785

Intangible assets

(2)

993,304 791,239

179,956 —

1,964,499

Goodwill

(2)

4,662 628,894

637,778 —

1,271,334

Acquisition of property, plant and equipment 163,384 26,508 96,565

— 286,457

Acquisition of intangible and other assets 11,215 833

1,602 — 13,650

(1) Revenue by geographic market includes $1,002,793 in Canada, $209,851 in the US and $9,436 in Europe.

(2) At May 31, 2013.

COGECO CABLE INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

(unaudited)

(amounts in tables are in thousands of Canadian dollars, except number of shares and per share data)

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 31

Nine months ended May 31, 2012

Canadian cable

services

American cable

services

Enterprise

services

Inter-segment

eliminations and

other Consolidated

$ $ $ $ $

Revenue

(1)

886,725 — 66,698

(493

)

952,930

Operating expenses 465,919 — 39,773

9,526 515,218

Management fees – COGECO Inc. — — —

9,485 9,485

Depreciation and amortization 183,824 — 26,932

— 210,756

Operating income (loss) 236,982 — (7) (19,504)

217,471

Financial expense

47,990

Income taxes

45,669

Profit for the period from continuing operations

123,812

Profit for the period from discontinued operations

55,446

Profit for the period

179,258

Property, plant and equipment

(2)

1,154,266 —

167,827 —

1,322,093

Intangible assets

(2)

991,094 — 48,888

—

1,039,982

Goodwill

(2)

4,662 —

205,780 — 210,442

Acquisition of property, plant and equipment 208,908 — 31,498

— 240,406

Acquisition of intangible and other assets 8,913 —

1,657 — 10,570

(1) Revenue by geographic market were all in Canada.

(2) At August 31, 2012.

The following table sets out certain geographic market information at May 31, 2013:

Canada US Europe Total

$ $ $ $

Property, plant and equipment 1,412,339 292,962 46,484 1,751,785

Intangible assets 1,088,896 863,570 12,033 1,964,499

Goodwill 319,245 892,907 59,182 1,271,334

4. Operating Expenses

Three months ended Nine months ended

May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012

$ $ $ $

Salaries, employee benefits and outsourced services 76,868 49,371 198,029

152,488

Service delivery costs

(1)

133,388

90,495 352,010

276,721

Customer related costs

(2)

17,222 11,426 44,500 37,183

Other external purchases

(3)

21,887 15,818 59,938 48,826

249,365

167,110 654,477

515,218

(1) Include cost of equipment sold, content and programming costs, payment to other carriers, data center expenses, franchise fees and network costs.

(2) Include advertising and marketing expenses, selling costs, billing expenses, bad debts and collection expenses.

(3) Include office building expenses, professional service fees, Canadian Radio-television and Telecommunications Commission (“CRTC”) fees and other

administrative expenses.

COGECO CABLE INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

(unaudited)

(amounts in tables are in thousands of Canadian dollars, except number of shares and per share data)

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 32

5. Depreciation and Amortization

Three months ended

Nine months ended

May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012

$ $ $ $

Property, plant and equipment 90,386 56,537 224,520 195,575

Intangible assets 12,997 5,143 28,120 15,181

103,383

61,680 252,640 210,756

6. Financial Expense

Three months ended Nine months ended

May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012

$ $ $ $

Interest on long-term debt 35,810 16,042 79,700 44,985

Net foreign exchange losses 186 81 924

1,091

Amortization of deferred transaction costs

(197

) 399 874

1,197

Capitalized borrowing costs

(995

) (492) (2,792)

(1,225

)

Other 228 343 1,020

1,942

35,032 16,373 79,726 47,990

7. Income Taxes

Three months ended Nine months ended

May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012

$ $ $ $

Current 25,789 24,044 73,907 69,740

Deferred

(4,431

) (2,595) (18,980) (24,071)

21,358 21,449 54,927 45,669

The following table provides the reconciliation between income tax expense at the Canadian statutory federal and provincial income tax

rates and the consolidated income tax expense:

Three months ended Nine months ended

May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012

$ $ $ $

Profit before income taxes 74,616 74,608 208,803 169,481

Combined income tax rate 25.46% 27.05% 26.59% 27.05%

Income tax expense at combined income tax rate 18,995 20,181 55,521 45,844

Adjustment for losses or profit subject to lower or higher tax rates 3,191 402 2,798 754

Decrease in income taxes from changes in tax legislation on partnership

income — — — (3,450)

Income taxes arising from non-deductible expenses 812 199 5,229 616

Tax impacts related to investments in foreign operations (3,501) — (6,908) —

Changes in valuation allowance (76) — (3,198) —

Other 1,937 667 1,485 1,905

Income tax expense at effective income tax rate 21,358 21,449 54,927 45,669

COGECO CABLE INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

(unaudited)

(amounts in tables are in thousands of Canadian dollars, except number of shares and per share data)

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 33

8. Earnings Per Share

The following table provides the reconciliation between basic and diluted earnings per share:

Three months ended Nine months ended

May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012

$ $ $ $

Profit for the period from continuing operations attributable to owners of the

Corporation 53,056 53,159 153,876 123,812

Profit for the period from discontinued operations attributable to owners of the

Corporation — — — 55,446

Profit for the period attributable to owners of the Corporation 53,056 53,159 153,876

179,258

Weighted average number of multiple and subordinate voting shares

outstanding

48,632,635

48,656,657 48,643,069

48,652,918

Effect of dilutive stock options

(1)

155,767

176,049 128,409

179,297

Effect of dilutive incentive share units

201,205

151,802 180,234

147,897

Weighted average number of diluted multiple and subordinate voting shares

outstanding

48,989,607

48,984,508 48,951,712

48,980,112

Earnings per share

Basic

Profit for the period from continuing operations 1.09 1.09 3.16 2.54

Profit for the period from discontinued operations — — — 1.14

Profit for the period 1.09 1.09 3.16 3.68

Diluted

Profit for the period from continuing operations 1.08 1.09 3.14 2.53

Profit for the period from discontinued operations — — — 1.13

Profit for the period 1.08 1.09 3.14 3.66

(1) For the three and nine-month periods ended May 31, 2013, 157,470 and 161,860 stock options, respectively, (66,726 in 2012) were excluded from the

calculation of diluted earnings per share as the exercise price of the options was greater than the average share price of the subordinate voting shares.

COGECO CABLE INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

(unaudited)

(amounts in tables are in thousands of Canadian dollars, except number of shares and per share data)

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 34

9. Long-Term Debt

Maturity Interest rate May 31, 2013 August 31, 2012

% $ $

Parent Corporation

Term Revolving Facility

Revolving loan – US$420 million November 2017

(1)

2.03

(2)

435,456 —

Secured Credit Facilities

Revolving Facility

Revolving loan – £65 million January 2017 2.49

(2)

102,388

—

Revolving loan – US$21.7 million January 2017 2.19

(2)

22,499

—

UK Revolving Facility – £4.1 million January 2017 3.00

(2)

6,458

—

Senior Secured Notes

Series A – US$190 million October 2015 7.00

(3)

196,191

186,244

Series B October 2018 7.60 54,659 54,619

Senior Secured Debentures Series 1 June 2014 5.95

299,234

298,694

Senior Secured Debentures Series 2 November 2020 5.15

198,649

198,539

Senior Secured Debentures Series 3 February 2022 4.93

198,389

198,249

Senior Secured Debentures Series 4

May 2023 4.18

297,083

—

Senior Unsecured Debenture March 2018 5.94 99,821 99,850

Senior Unsecured Notes – US$400 million

May 2020 4.88

407,026

—

Subsidiaries

First Lien Credit Facilities

Term Loan A Facility – US$190 million November 2017 2.57

191,788 —

Term Loan B Facility – US$417.9 million November 2019 3.25

417,748 —

Revolving Facility – US$52.5 million November 2017 2.67 54,432

—

Finance leases March 2013 to January 2015 3.94

(4)

2,435

837

2,984,256 1,037,032

Less current portion 11,919 830

2,972,337 1,036,202

(1) On October 26, 2012, the Corporation amended its Term Revolving Facility. Under the term of the amendment, the maturity was extended by an additional

year and consequently, the Term Revolving Facility will mature on November 22, 2017.

(2) Interest rate on debt as at May 31, 2013, including applicable margin.

(3) Cross-currency swap agreements have resulted in an effective interest rate of 7.24% on the Canadian dollar equivalent of the US denominated debt.

(4) Weighted average interest rate on finance leases.

a) As a result of the acquisition of PEER 1 on January 31, 2013, the Corporation concluded Secured Credit Facilities totaling

approximately $650 million with a syndicate of lenders in four tranches for a net proceed of $640.3 million net of transaction costs

of $2.8 million. The first tranche, a Canadian Term Facility amounting to $175 million, the second tranche, a US Term Facility

amounting to US$225 million, the third tranche, a Revolving Facility of $240 million and the fourth tranche, a UK Revolving Facility

of £7 million. The Revolving Facility is available in Canadian dollars, US dollars, British Pounds and Euros and interest rates are

based on Bankers' Acceptance, LIBOR Loans in US dollars, British Pounds or Euros, Prime Rate Loans or Base Rate Loans in US

dollars or British Pounds, plus the applicable margin. The UK Revolving Facility is available in British Pounds and interest rates

are based on British Pounds Base Rate Loans or British Pounds LIBOR Loans. The Secured Credit Facilities will mature on January

27, 2017. The Secured Credit Facilities are indirectly secured by a first priority fixed and floating charge on substantially all present

and future real and personal property and undertaking of every nature and kind of the Corporation and most of its subsidiaries

excluding ABB and its subsidiaries and certain other immaterial subsidiaries (the "unrestricted subsidiaries"), and provides for

certain permitted encumbrances, including purchased money obligations, existing funded obligations and charges granted by any

subsidiary prior to the date when it becomes a subsidiary, subject to a maximum amount. The provisions under this facility provides

for restrictions on the operations and activities of the Corporation but does not cover the unrestricted subsidiaries. Generally, the

most significant restrictions relate to permitted investments and dividends on multiple and subordinate voting shares, as well as

incurrence and maintenance of certain financial ratios primarily linked to operating income before amortization, financial expense

and total indebtedness.

On April 23, 2013, the Corporation reimbursed the Canadian Term Facility amounting $175 million and the US Term Facility amounting

US$225 million.

COGECO CABLE INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

(unaudited)

(amounts in tables are in thousands of Canadian dollars, except number of shares and per share data)

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 35

b) On May 27, 2013, Cogeco Cable completed pursuant to a public debt offering, the issue of $300 million Senior Secured Debentures

Series “4” (the “Debentures”) for a net proceed of $297.1 million net of transaction costs of $2.9 million. These Debentures mature

on May 26, 2023 and bear interest at 4.175% per annum payable semi-annually. These Debentures are indirectly secured by a

first priority fixed and floating charge and a security interest on substantially all present and future real and personal property and

undertaking of every nature and kind of the Corporation and its subsidiaries except for the unrestricted subsidiaries. The provisions

under these Debentures provide for restrictions on the operations and activities of Cogeco Cable and its subsidiaries except for

the unrestricted subsidiaries. Generally, the most significant restrictions relate to permitted indebtedness, dispositions and

maintenance of certain financial ratios.

c) On April 23, 2013, Cogeco Cable completed a private placement of $410.4 million (US$400 million) aggregate principal amount of

Senior Unsecured Notes (the “2020 Notes”) for a net proceed of $402.6 million (US$392.4 million) net of transaction costs of $7.8

million (US$7.6 million). These 2020 Notes mature on May 1, 2020 and bear interest at 4.875% per annum payable semi-annually.

These 2020 Notes are guaranteed on a senior unsecured basis, jointly and severally, by its subsidiaries except for the unrestricted

subsidiaries. The provisions under these 2020 Notes provide for restrictions on the operations and activities of Cogeco Cable and

its subsidiaries except for the unrestricted subsidiaries. Generally, the most significant restrictions relate to permitted indebtedness,

investments and distributions.

d) In connection with the acquisition of ABB on November 30, 2012, the Corporation concluded, through two of its US subsidiaries,

First Lien Credit Facilities totaling US$710 in three tranches for a net proceed of US$641.5 million net of transaction costs of US

$18.5 million. The first tranche, a Term Loan A Facility will mature on November 30, 2017, the second tranche, a Term Loan B

Facility will mature on November 30, 2019 and the third tranche, a Revolving Credit Facility will mature on November 30, 2017.

Effective on December 31, 2013, the Term Loan A Facility is subject to quarterly amortization of US$3 million in the first year, US

$6 million in the second year and US$7.2 million in the third and fourth years. Effective on December 31, 2012, the Term Loan B

Facility is subject to quarterly amortization of 0.25% until its maturity date. In addition to the fixed amortization schedule and

commencing in the first quarter of fiscal 2015, loans under the Term Loan Facilities shall be prepaid according to a Prepayment

Percentage of excess cash flow generated during the prior fiscal year defined as follows:

(i) 50% if the Consolidated First Lien Leverage Ratio is greater than or equal to 4.00 to 1.00;

(ii) 25% if the Consolidated First Lien Leverage Ratio is greater than or equal to 3.00 to 1.00 but less than 4.00 to

1.00; and

(iii) 0% if the Consolidated First Lien Leverage Ratio is less than 3.00 to 1.00.

The First Lien Credit Facilities are non-recourse to the Corporation, its Canadian subsidiaries and PEER 1's subsidiaries and are

indirectly secured by a first priority fixed and floating charge on substantially all present and future real and personal property and

undertaking of every nature and kind of ABB and its subsidiaries. The provisions under these facilities provide for restrictions on

the operations and activities of ABB and its subsidiaries. Generally, the most significant restrictions relate to permitted indebtedness

and investments, distributions and maintenance of certain financial ratios.

On May 28, 2013, the First Lien Credit Facilities were amended. Pursuant to the amendment, US$50 million of the Term Loan A

Facility was converted into the Revolving Facility resulting in amounts borrowed under the two tranches of US$190 million and of

US$100 million, respectively, while the Term Loan B Facility remained the same. Interest rates on the First Lien Credit Facilities

are based on LIBOR plus the applicable margin, with a LIBOR floor for the Term Loan B Facility. The applicable margin was reduced

by 0.625% for the Revolving Facility and for the Term Loan A Facility and by 1.00% for the Term Loan B Facility. In addition, the

LIBOR floor for the Term Loan B Facility was reduced from 1.00% to 0.75%. All other terms and conditions remained the same. In

connection with the amendment, transaction costs of US$6.2 million were incurred.

COGECO CABLE INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

(unaudited)

(amounts in tables are in thousands of Canadian dollars, except number of shares and per share data)

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 36

10. Share Capital

Authorized

Unlimited number of:

Class A Preference shares, without voting rights, redeemable by the Corporation and retractable at the option of the holder at any time at a

price of $1 per share, carrying a cumulative preferential cash dividend at a rate of 11% of the redemption price per year.

Class B Preference shares, without voting rights, could be issued in series.

Multiple voting shares, 10 votes per share.

Subordinate voting shares, 1 vote per share.

Issued and paid

May 31, 2013 August 31, 2012

$ $

15,691,100 multiple voting shares 98,346 98,346

33,149,955 subordinate voting shares (33,117,508 at August 31, 2012) 900,965

899,997

999,311

998,343

206,708 subordinate voting shares held in trust under the Incentive Share Unit Plan (149,802 at

August 31, 2012)

(8,840)

(6,179

)

990,471

992,164

During the first nine months of fiscal 2013, subordinate voting share transactions were as follows:

Number of shares Amount

Balance at August 31, 2012 33,117,508

899,997

Shares issued for cash under the Stock Option Plan 32,447 717

Compensation expense previously recorded in share-based compensation reserve for options exercised — 251

Balance at May 31, 2013 33,149,955

900,965

COGECO CABLE INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

(unaudited)

(amounts in tables are in thousands of Canadian dollars, except number of shares and per share data)

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 37

During the first nine months of fiscal 2013, subordinate voting shares held in trust under the Incentive Share Unit Plan transactions were as

follows:

Number of shares Amount

Balance at August 31, 2012 149,802

6,179

Subordinate voting shares acquired 101,047

4,076

Subordinate voting shares distributed to employees (44,141)

(1,415

)

Balance at May 31, 2013 206,708

8,840

Dividends

For the nine-month period ended May 31, 2013, quarterly dividends of $0.26 per share, for a total of $0.78 per share, were paid to the holders

of multiple and subordinate voting shares, totaling $37.9 million, compared to quarterly dividends of $0.25 per share, for a total of $0.75 per

share or $36.5 million for the nine-month period ended May 31, 2012.

Share-based payment plans

The Corporation offers, for certain executives a Stock Option Plan, which is described in the Corporation’s annual consolidated financial

statements. For the nine-month period ended May 31, 2013, the Corporation granted 207,142 stock options (91,961 in 2012) with an exercise

price of $38.08 to $45.60 ($48.02 to $48.15 in 2012) of which 71,233 stock options (47,729 in 2012) were granted to COGECO Inc.’s employees.

These options vest equally over a period of five years beginning one year after the day such options are granted and are exercisable over

ten years. During the three and nine-month periods ended May 31, 2013, the Corporation charged COGECO Inc. an amount of $99,000 and

$275,000 ($83,000 and $232,000 in 2012) with respect to the Corporation’s options granted to COGECO Inc.’s employees. As a result, a

compensation expense of $101,000 and $274,000 ($85,000 and $251,000 in 2012) was recorded for the three and nine-month periods ended

May 31, 2013.

The weighted average fair value of stock options granted for the nine-month period ended May 31, 2013 was $7.77 ($11.30 in 2012) per

option. The weighted average fair value of each option granted was estimated at the grant date for purposes of determining stock-based

compensation expense using the Black-Scholes option pricing model based on the following assumptions:

2013 2012

% %

Expected dividend yield 2.60 1.66

Expected volatility 26.59 26.85

Risk-free interest rate 1.49 1.74

Expected life (in years) 6.2 6.1

Under the Stock Option Plan, the following options were granted by the Corporation and are outstanding at May 31, 2013:

Options

Weighted

average

exercise

price

Outstanding at August 31, 2012 609,686 34.80

Granted 207,142 39.19

Exercised

(1)

(32,447) 22.09

Cancelled (20,420) 42.18

Balance at May 31, 2013 763,961 36.33

Exercisable at May 31, 2013 436,344 33.19

(1) The weighted average share price for options exercised during the period was $42.03.

COGECO CABLE INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

(unaudited)

(amounts in tables are in thousands of Canadian dollars, except number of shares and per share data)

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 38

The Corporation also offers a senior executive and designated employee Incentive Share Unit Plan (“ISU Plan”), which is described in the

Corporation’s annual consolidated financial statements. For the nine-month period ended May 31, 2013, the Corporation granted 103,947

(60,479 in 2012) incentive share units (“ISUs”) of which 12,280 (11,006 in 2012) ISUs were granted to COGECO Inc.’s employees. The

Corporation establishes the value of the compensation related to the ISUs granted based on the fair value of the Corporation’s subordinate

voting shares at the date of grant and a compensation expense is recognized over the vesting period, which is three years less one day. A

trust was created for the purpose of purchasing these shares on the stock market in order to protect against stock price fluctuation. The

Corporation instructed the trustee to purchase 101,047 (61,815 in 2012) subordinate voting shares of the Corporation on the stock market.

These shares were purchased for cash consideration aggregating $4,076,000 ($3,049,000 in 2012) and are held in trust for the participants

until they are fully vested. The trust, considered as a special purpose entity, is consolidated in the Corporation’s financial statements with the

value of the acquired shares presented as subordinate voting shares held in trust under the ISU Plan in reduction of share capital. A

compensation expense of $523,000 and $1,466,000 ($414,000 and $909,000 in 2012) was recorded for the three and nine-month periods

ended May 31, 2013 related to this plan. During the three and nine-month periods ended May 31, 2013, the Corporation charged COGECO Inc.

an amount of $117,000 and $336,000 ($105,000 and $285,000 in 2012) with respect to the Corporation’s ISUs granted to COGECO Inc.’s

employees.

Under the ISU Plan, the following ISUs were granted by the Corporation and are outstanding at May 31, 2013:

Outstanding at August 31, 2012

149,802

Granted

103,947

Distributed (44,141)

Cancelled

(8,400

)

Outstanding at May 31, 2013

201,208

The Corporation offers a Deferred Share Unit Plan (“DSU Plan”) for members of the Board of directors which is described in the Corporation’s

annual consolidated financial statements. For the nine-month period ended May 31, 2013, the Corporation issued 5,573 deferred share units

(“DSUs”) (4,446 in 2012) to the participants in connection with the DSU Plan. A compensation expense of $105,000 and $269,000 ($47,000

and $62,000 in 2012) was recorded for the three and nine-month periods ended May 31, 2013 for the increase in liability related to this plan.

Under the DSU Plan, the following DSUs were issued by the Corporation and are outstanding at May 31, 2013:

Outstanding at August 31, 2012 20,491

Issued

5,573

Redeemed

(2,868

)

Dividend equivalents 424

Outstanding at May 31, 2013 23,620

11. Statements of Cash Flows

a) Changes in non-cash operating activities

Three months ended Nine months ended

May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012

$ $ $ $

Trade and other receivables

6,332

8,170 650

1,110

Prepaid expenses and other

(370

) (1,677) 954

(1,644

)

Trade and other payables (11,180) (22,935) (87,654) (83,109)

Provisions 122 3,907 (960) 12,404

Deferred and prepaid revenue and other liabilities

2,570

452 8,302

(333

)

(2,526

) (12,083) (78,708) (71,572)

COGECO CABLE INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

(unaudited)

(amounts in tables are in thousands of Canadian dollars, except number of shares and per share data)

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 39

b) Cash and cash equivalents

May 31, 2013 August 31, 2012

$ $

Cash 37,894 65,442

Cash equivalents

(1)

—

149,949

37,894

215,391

(1) At August 31, 2012, Banker’s acceptances for a total of $149.9 million, bearing interest of 1.10% with maturity dates ranging from September 4, 2012 to

September 17, 2012.

12. Employee Benefits

The Corporation and its subsidiaries offer their employees contributory defined benefit pension plans, defined contribution pension plans or

collective registered retirement savings plans, which are described in the Corporation’s annual consolidated financial statements. The total

expense related to these plans is as follows:

Three months ended Nine months ended

May 31, 2013 May 31, 2012 May 31, 2013 May 31, 2012

$ $ $ $

Contributory defined benefit pension plans 577 449 1,731 1,347

Defined contribution pension plans and collective registered retirement

savings plans

1,441

1,492 4,552 4,153

2,018

1,941 6,283 5,500

13. Financial instruments

a) Financial risk management

Management’s objectives are to protect Cogeco Cable Inc. and its subsidiaries against material economic exposures and variability of results,

and against certain financial risks including credit, liquidity, interest rate and foreign exchange risks.

Credit risk

Credit risk represents the risk of financial loss for the Corporation if a customer or counterparty to a financial asset fails to meet its contractual

obligations. The Corporation is exposed to credit risk arising from the derivative financial instruments, cash and cash equivalents and trade

accounts receivable, the maximum exposure of which is represented by the carrying amounts reported on the statement of financial position.

Credit risk from derivative financial instruments arises from the possibility that counterparties to the cross-currency swaps may default on

their obligations in instances where these agreements have positive fair values for the Corporation. The Corporation reduces this risk by

completing transactions with financial institutions that carry a credit rating equal to or superior to its own credit rating. The Corporation

assesses the creditworthiness of the counterparties in order to minimize the risk of counterparties default under the agreements. At May 31,

2013, management believes that the credit risk relating to its derivative financial instruments is minimal, since the lowest credit rating of the

counterparties to the agreements is “BBB+” by Standard & Poor’s rating services (“S&P”) and “A (high)” by Dominion Bond Rating Services

(“DBRS”).

Cash and cash equivalents consist mainly of highly liquid money market short-term investments. The Corporation has deposited the cash

and cash equivalents with reputable financial institutions, for which management believes the risk of loss to be remote. At May 31, 2013,

management believes that the credit risk relating to its short-term investments is minimal, since the credit rating related to such investment

is “A-1+” by S&P.

COGECO CABLE INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

(unaudited)

(amounts in tables are in thousands of Canadian dollars, except number of shares and per share data)

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 40

The Corporation is also exposed to credit risk in relation to its trade accounts receivable. To mitigate such risk, the Corporation continuously

monitors the financial condition of its customers and reviews the credit history or worthiness of each new large customer. At May 31, 2013

and August 31, 2012, no customer balance represented a significant portion of the Corporation’s consolidated trade accounts receivable.

The Corporation establishes an allowance for doubtful accounts based on specific credit risk of its customers by examining such factors as

the number of overdue days of the customer’s balance outstanding as well as the customer’s collection history. The Corporation believes

that its allowance for doubtful accounts is sufficient to cover the related credit risk. The Corporation has credit policies in place and has

established various credit controls, including credit checks, deposits on accounts and advance billing, and has also established procedures

to suspend the availability of services when customers have fully utilized approved credit limits or have violated existing payment terms.

Since the Corporation has a large and diversified clientele dispersed throughout its market areas in Canada, in the US and in Europe, there

is no significant concentration of credit risk.

The following table provides further details on trade accounts receivable, net of allowance for doubtful accounts:

May 31, 2013 August 31, 2012

$ $

Trade accounts receivable 79,144 65,570

Allowance for doubtful accounts (4,549)

(2,866

)

74,595 62,704

Other accounts receivable 15,830

5,716

90,425 68,420

Trade accounts receivable past due is defined as amount outstanding beyond normal credit terms and conditions for the respective customers.

A large portion of the Corporation’s customers are billed and pay before their services are rendered. The Corporation considers amount

outstanding at the due date as trade accounts receivable past due. The following table provides further details on trade accounts receivable

past due net of allowance for doubtful accounts at May 31, 2013 and August 31, 2012:

May 31, 2013 August 31, 2012

$ $

Less than 60 days overdue 19,158 9,530

60 to 90 days overdue 909 431

More than 90 days overdue 410 1,092

20,477 11,053

Liquidity risk

Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they become due. The Corporation manages

liquidity risk through the management of its capital structure and access to different capital markets. It also manages liquidity risk by

continuously monitoring actual and projected cash flows to ensure sufficient liquidity to meet its obligations when due. At May 31, 2013, the

available amount under the Corporation’s revolving credit facilities was $429.3 million. Management believes that the committed revolving

credit facilities will, until their maturities in January 2017 and November 2017, provide sufficient liquidity to manage its long-term debt

maturities and support working capital requirements. Two subsidiaries of the Corporation also benefits from a Revolving Facility of US$100

million related to the acquisition of ABB, of which US$53.7 million ($55.7 million) was used at May 31, 2013.

The following table summarizes the contractual maturities of the financial liabilities and related capital amounts:

Contractual cash flows

Carrying

amount

2013

2014

2015

2016

2017

Thereafter

Total

Trade and other payables

(1)

170,579 170,579 — — — — —

170,579

Long-term debt

(2)

2,981,821 1,089

313,686

26,127 229,962 165,559 2,281,792 3,018,215

Balance due on a business combination

875 — 875 — — — — 875

Derivative financial instruments

2,380 — — — 4,883 — —

4,883

Finance leases

(3)

2,435 413 1,318 779 — — —

2,510

3,158,090 172,081

315,879

26,906 234,845 165,559 2,281,792 3,197,062

(1) Excluding accrued interest.

(2) Principal excluding finance leases.

(3) Including interest.

COGECO CABLE INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

(unaudited)

(amounts in tables are in thousands of Canadian dollars, except number of shares and per share data)

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 41

The following table is a summary of interest payable on long-term debt (excluding interest on finance leases) that is due for each of the next

five years and thereafter, based on the principal amount and interest rate prevailing on the outstanding debt at May 31, 2013 and their

respective maturities:

2013 2014 2015 2016 2017 Thereafter Total

$ $ $ $ $ $ $

Interest payments on long-term debt 22,009 127,096

108,691

100,981 91,291 261,569

711,637

Interest receipts on derivative financial

instruments

— (13,789) (13,789) (6,895) — — (34,473)

Interest payments on derivative financial

instruments

— 14,614 14,614 7,307 — — 36,535

22,009 127,921

109,516

101,393 91,291 261,569

713,699

Interest rate risk

The Corporation is exposed to interest rate risks for both fixed and floating interest rate instruments. Fluctuations in interest rates will have

an effect on the valuation and collection or repayment of these instruments. At May 31, 2013, all of the Corporation’s long-term debt was at

fixed rate, except for the Corporation’s Revolving Facilities and Term Facilities. The sensitivity of the Corporation’s annual financial expense

to a variation of 1% in the interest rate applicable to the Revolving Facilities and Term Facilities is approximately $10.1 million based on the

current debt at May 31, 2013.

Foreign exchange risk

The Corporation is exposed to foreign exchange risk related to its long-term debt denominated in US dollars and British Pounds. In order

to mitigate this risk, the Corporation has established guidelines whereby currency swap agreements can be used to fix the exchange rates

applicable to its US dollar denominated long-term debt. All such agreements are exclusively used for hedging purposes. Accordingly, on

October 2, 2008, the Corporation entered into cross-currency swap agreements to set the liability for interest and principal payments on its

US$190 million Senior Secured Notes Series A issued on October 1, 2008. These agreements have the effect of converting the US interest

coupon rate of 7.00% per annum to an average Canadian dollar interest rate of 7.24% per annum. The exchange rate applicable to the

principal portion of the debt has been fixed at $1.0625. The Corporation elected to apply cash flow hedge accounting on these derivative

financial instruments. The impact of a 10% change in the exchange rate of the US dollar and British Pounds into Canadian dollars would

change financial expense by approximately $3.3 million based on the current debt at May 31, 2013.

The Corporation is also exposed to foreign exchange risk on cash and cash equivalents, bank indebtedness and trade and other payables

denominated in US dollars, Euros or British Pounds. The Corporation’s exposure to foreign currency risk is as follows:

May 31, 2013 August 31, 2012

US Euro

British

Pound US Euro

$ $ $ $ $

Financial assets (liabilities)

Cash and cash equivalents 4,810 1,260 147

3,630 1,243

Trade and other payables and provisions (6,360) (24) — (21,569)

(7,068

)

(1,550) 1,236 147 (17,939)

(5,825

)

Due to their short-term nature, the risk arising from fluctuations in foreign exchange rates is usually not significant. The impact of a 10%

fluctuation in the foreign exchange rates (US dollar, Euro and British Pound) would not change financial expense.

Furthermore, the Corporation’s net investment in foreign operations is exposed to market risk attributable to fluctuations in foreign currency

exchange rates, primarily changes in the values of the Canadian dollar versus the US dollar and British Pound. This risk was mitigated since

the major part of the purchase prices for ABB and PEER 1 were borrowed directly in US dollars and British Pounds. These debts were

designated as hedges of net investments in foreign operations. At May 31, 2013, the net investment for ABB and for PEER 1 amounted to

US$1.1 billion and £66.6 million while long-term debt was of US$841.7 million and £69.1 million.The exchange rate used to convert the US

dollar currency and British Pound currency into Canadian dollars for the statement of financial position accounts at May 31, 2013 was

$1.0368 per US dollar and $1.5752 per British Pound. The impact of a 10% change in the exchange rate of the US dollar and British Pound

into Canadian dollars would change other comprehensive income by approximately $27.5 million.

COGECO CABLE INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

(unaudited)

(amounts in tables are in thousands of Canadian dollars, except number of shares and per share data)

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 42

b) Fair value of financial instruments

Fair value is the amount at which willing parties would accept to exchange a financial instrument based on the current market for instruments

with the same risk, principal and remaining maturity. Fair values are estimated at a specific point in time, by discounting expected cash flows

at rates for debts of the same remaining maturities and conditions. These estimates are subjective in nature and involve uncertainties and

matters of significant judgment, and therefore, cannot be determined with precision. In addition, income taxes and other expenses that would

be incurred on disposition of these financial instruments are not reflected in the fair values. As a result, the fair values are not necessarily

the net amounts that would be realized if these instruments were settled. The Corporation has determined the fair value of its financial

instruments as follows:

a) The carrying amount of cash and cash equivalents, trade and other receivables, bank indebtedness, trade and other payables and

balance due on a business combination approximates fair value because of the short-term nature of these instruments.

b) Interest rates under the terms of the Corporation’s term and revolving facilities are based on Bankers’ acceptance, LIBOR, EURIBOR,

bank prime rate loan or US or British Pounds base rate loan plus applicable margin. Therefore, the carrying value approximates fair

value for the term and revolving facilities, since these facilities have conditions similar to those currently available to the Corporation.

c) The fair value of the Senior Secured Debentures Series 1, 2, 3 and 4, Senior Secured Notes Series A and B, Senior Unsecured Notes

and Senior Unsecured Debenture are based upon current trading values for similar financial instruments.

d) The fair values of finance leases are not significantly different from their carrying amounts.

The carrying value of all the Corporation’s financial instruments approximates fair value, except as otherwise noted in the following table:

May 31, 2013 August 31, 2012

Carrying value Fair value Carrying value Fair value

$ $ $ $

Long-term debt 2,984,256 3,102,294 1,037,032 1,118,634

All financial instruments recognized at fair value on the consolidated statement of financial position must be measured based on the three

fair value hierarchy levels, which are as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices)

or indirectly (i.e., derived from prices); and

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Corporation considers that its derivative financial instruments are classified as Level 2 under the fair value hierarchy. The fair value of

derivative financial instruments are estimated using valuation models that reflect projected future cash flows over contractual terms of the

derivative financial instruments and observable market data, such as interest and currency exchange rate curves.

c) Capital management

The Corporation’s objectives in managing capital are to ensure sufficient liquidity to support the capital requirements of its various businesses,

including growth opportunities. The Corporation manages its capital structure and makes adjustments in light of general economic conditions,

the risk characteristics of the underlying assets and the Corporation’s working capital requirements. Management of the capital structure

involves the issuance of new debt, the repayment of existing debts using cash generated by operations and the level of distribution to

shareholders.

The capital structure of the Corporation is composed of shareholders’ equity, cash and cash equivalents, bank indebtedness, long-term debt,

balance due on a business combination and assets or liabilities related to derivative financial instruments.

The provisions of the financing agreements provide for restrictions on the operations and activities of the Corporation. Generally, the most

significant restrictions relate to permitted investments and dividends on multiple and subordinate voting shares, as well as the maintenance

of certain financial ratios primarily linked to the operating income before depreciation and amortization, financial expense and total

indebtedness. At May 31, 2013 and August 31, 2012 the Corporation was in compliance with all of its debt covenants and was not subject

to any other externally imposed capital requirements.

COGECO CABLE INC.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2013

(unaudited)

(amounts in tables are in thousands of Canadian dollars, except number of shares and per share data)

Condensed Interim Consolidated Financial Statements COGECO CABLE INC. Q3 2013 43

The following table summarizes certain of the key ratios used to monitor and manage the Corporation’s capital structure:

May 31, 2013 August 31, 2012

Net senior indebtedness

(1)(2)

/ operating income before depreciation and amortization

(3)

2.8 1.3

Net indebtedness

(2)(4)

/ operating income before depreciation and amortization

(3)

3.6 1.4

Operating income before depreciation and amortization

(3)

/ financial expense

(3)

8.0 9.2

(1) Net senior indebtedness is defined as the total of bank indebtedness, principal on long-term debt and obligations under derivative financial instruments,

less cash and cash equivalents and principal on Senior Unsecured Debenture and Senior Unsecured Notes.

(2) Excluding ABB’s cash and cash equivalents and non-recourse First Lien Credit Facilities at May 31, 2013.

(3) Calculation based on operating income before depreciation and amortization and financial expense for the twelve-month period ended May 31, 2013

and August 31, 2012 excluding ABB and including PEER 1 results for the four-month period ended May 31, 2013.

(4) Net indebtedness is defined as the total of bank indebtedness, principal on long-term debt, balance due on a business combination and obligations

under derivative financial instruments, less cash and cash equivalents.

14. Disposal of Subsidiary and Discontinued Operations

On February 29, 2012, the Corporation completed the sale of its Portuguese subsidiary, Cabovisão – Televisão por Cabo, S.A. As a result

of the sale and in accordance with IFRS 5 – Non-Current Assets Held for Sale and Discontinued Operations, the Corporation reclassified

the prior year results and cash flows of these operations, up to the date of disposal, as discontinued operations.

The profit or loss of the discontinued operations for the nine-month period ended May 31, 2012 were as follows:

Revenue 80,546

Operating expenses 70,247

Depreciation and amortization 2,814

Operating income 7,485

Financial income 155

Gain on disposal 48,215

Profit before income taxes 55,855

Income taxes 409

Profit for the period 55,446

The cash flows of the discontinued operations for the nine-month period ended May 31, 2012 were as follows:

Net cash flows from operating activities 13,637

Net cash flows from investing activities 36,826

Effect of exchange rate changes on cash and cash equivalents denominated in a foreign currency

(866

)

Net increase in cash and cash equivalents 49,597

15. Subsequent Events

On July 5, 2013, Cogeco Cable reduced its Term Revolving Facility from $750 million to $600 million and its Revolving Facility of its Secured

Credit Facilities from $240 million to $190 million.

On June 27, 2013, Cogeco Cable completed, pursuant to a private placement, the issuance of US$215 million Senior Secured Notes bearing

interest at 4.30% payable semi-annually and maturing on June 16, 2025. The net proceeds from this offering along with drawings under the

Corporation's credit facilities will be used to repay, on July 29, 2013, all the outstanding amount of $300 million Senior Secured Debentures

Series 1, due on June 9, 2014.

Customer Statistics COGECO CABLE INC. Q3 2013 44

CUSTOMER STATISTICS

May 31,

2013

February 28,

2013

November 30,

2012

August 31,

2012

May 31,

2012

Primary service units

(1)

2,470,164 2,473,495 2,469,393 1,969,133 1,962,174

CANADA

1,981,290 1,984,555 1,984,213 1,969,133 1,962,174

488,874 488,940

(2)

485,180

(2)

— —

Television service customers

1,079,285 1,087,692 1,098,352 863,115 868,873

CANADA

845,344 852,707 861,039 863,115 868,873

Penetration as a percentage of homes passed 50.7% 51.4% 52.1% 52.4% 52.9%

US 233,941 234,985 237,313 — —

Penetration as a percentage of homes passed 45.3% 45.5% 46.0% — —

Digital Television service customers

924,155 922,703 922,576 771,503 765,585

CANADA 779,950 778,728 780,724 771,503 765,585

Penetration as a percentage of homes passed

46.8% 46.9% 47.2% 46.8% 46.6%

144,205 143,975 141,852 — —

Penetration as a percentage of homes passed

27.9% 27.9% 27.5% — —

Analogue Television service customers

155,130 164,989 175,776 91,612 103,288

CANADA

65,394 73,979 80,315 91,612 103,288

Penetration as a percentage of homes passed

3.9% 4.5% 4.9% 5.6% 6.3%

89,736 91,010 95,461 — —

Penetration as a percentage of homes passed 17.4% 17.6% 18.5% — —

High Speed Internet service customers

826,495 824,144 814,932 634,534 628,852

CANADA

650,325 649,165 645,379 634,534 628,852

Penetration as a percentage of homes passed

39.0% 39.1% 39.0% 38.5% 38.3%

176,170 174,979 169,553 — —

Penetration as a percentage of homes passed

34.1% 33.9% 32.9% — —

Telephony service customers

564,384 561,659 556,109 471,484 464,449

CANADA 485,621 482,683 477,795 471,484 464,449

Penetration as a percentage of homes passed

29.1% 29.1% 28.9% 28.6% 28.3%

78,763 78,976 78,314 — —

Penetration as a percentage of homes passed

15.2% 15.3% 15.2% — —

(1) Represents the sum of Television, High Speed Internet (“HSI”) and Telephony service customer.

(2) In the third quarter of fiscal 2013, PSU from ABB at November 30, 2012 and February 28, 2013 have been adjusted downwards to comply with Cogeco Cable's

and Canadian practices mostly related to reporting the number of hotels and hotel units.

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Cogeco Cable posts solid third quarter results, upgrading fiscal 2013 projections

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