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Solid Financial Results for COGECO Inc.'s First Quarter of Fiscal 2013

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MONTREAL, QUEBEC -- (Marketwire) -- 01/14/13 -- Today, COGECO Inc. (TSX: CGO) ("COGECO" or the "Corporation") announced its financial results for the first quarter of fiscal 2013, ended November 30, 2012, in accordance with the International Financial Reporting Standards ("IFRS").

For the first quarter of fiscal 2013:

-- Revenue increased by 5.9% to reach $366.6 million;-- Operating income before depreciation and amortization increased by 11.6% to $156.6 million when compared to the first quarter of fiscal 2012;-- Profit for the period from continuing operations amounted to $47.1 million in the first quarter when compared to $44.5 million for the same period of the previous fiscal year. Profit progression for the quarter is mostly attributable to the increase in operating income before depreciation and amortization, partly offset by the acquisition costs related to the Atlantic Broadband ("ABB") acquisition and the increase in income taxes in the Cable segment;-- Profit for the period amounted to $47.1 million in the first quarter when compared to $47.9 million for the same period of the previous fiscal year. This variation is mostly attributable to the Cable segment and due to an increase in income taxes, the acquisition costs related to the ABB acquisition and last year's profit from the disposition of the Portuguese subsidiary, Cabovisao - Televisao por Cabo, S.A. ("Cabovisao"), reported as discontinued operations and disposed of on February 29, 2012, partly offset by the improvement in operating income before depreciation and amortization;-- Free cash flow(1)reached $18.6 million for the quarter compared to $26.3 million in the comparable quarter of the prior year. Free cash flow decreased in the first quarter over the prior year due to the increase in current income tax expense, the acquisition costs related to ABB acquisition, the defined benefit pension plans contributions as well as the increase in acquisition of property, plant and equipment, partly offset by the improvement of operating income before depreciation and amortization;-- A quarterly dividend of $0.19 per share was paid to the holders of subordinate and multiple voting shares, an increase of $0.01 per share, or 5.6%, when compared to a dividend of $0.18 per share paid in the first quarter of fiscal 2012;-- In the Cable segment, primary service units ("PSU")(2)grew by 15,080 in the quarter. At November 30, 2012, the total consolidated PSU amounted to 2,478,887 of which 494,674 comes from the conclusion of the acquisition of ABB on November 30th;-- On December 21, 2012, the Corporation's subsidiary, Cogeco Cable Inc, announced an agreement to acquire all of the issued and outstanding shares of PEER 1 Network Enterprises Inc. ("PEER 1") by way of takeover bid (the "offer") valued at approximately $635 million. The offer is supported by a committed financing from the National Bank of Canada in the amount of $650 million. 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 combined with Cogeco Cable's existing data centre facilities will increase the scale and scope by adding the capability to serve approximately 10,000 additional businesses worldwide through 19 data centres and 21 points-of- presence across North America and Europe. PEER 1's primary network centre and head office are located in Vancouver. The offer will be subject to usual closing conditions and Cogeco Cable expects the transaction to be completed in the second quarter of fiscal 2013;-- On November 30, 2012, the Corporation's subsidiary, Cogeco Cable Inc., completed the acquisition of Atlantic Broadband ("ABB"), an independent cable system operator formed in 2003, serving about 495,000 PSU's and providing Analogue and Digital Television, as well as HSI and Telephony services. The transaction, valued at US$1.36 billion, was financed through a combination of cash on hand, a draw-down on its 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 United States, ABB operates cable systems in Western Pennsylvania, Southern Florida, Maryland, Delaware and South Carolina.(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.(2) Represents the sum of Television, High Speed Internet ("HSI") and Telephony service customers.



"COGECO Inc. reported very good financial results for its first quarter. Our Cable segment's growth on both revenue and operating income before amortization clearly demonstrates that the combination of our customer service efforts, our marketing strategies, along with our strong cost control initiatives have produced the expected positive effec ts on our financial results," declared Louis Audet, President and Chief Executive Officer of COGECO."

Louis Audet continued by saying, "As for our entrance into the American market, it is with great enthusiasm that we concluded the acquisition of ABB on November 30, 2012. ABB and Cogeco Cable have much in common thanks to the combined expertise of both our management teams; we foresee an excellent potential for growth."

"In addition, I am pleased to report that we have completed the integration of Cogeco Metromedia. As for the radio activities, the most recent surveys confirm our continuing strong leadership position in the Montreal market, as well as solid performances by most of our stations in our regional markets."

FINANCIAL HIGHLIGHTS

-------------------------------------------------------------------------------------------------------------------------------------------------------- Quarters ended November 30,(in thousands of dollars, except PSU growth, percentages and per share data) 2012 2011 Change $ $ %----------------------------------------------------------------------------OperationsRevenue 366,608 346,023 5.9Operating income before depreciation and amortization(1) 156,580 140,261 11.6Operating income 83,277 74,642 11.6Profit for the period from continuing operations 47,095 44,524 5.8Profit for the period from discontinued operations - 3,399 -Profit for the period 47,095 47,923 (1.7)Profit for the period attributable to owners of the Corporation 18,487 18,770 (1.5)----------------------------------------------------------------------------Cash FlowCash flow from operating activities (6,005) 9,570 -Cash flow from operations(1) 101,790 104,739 (2.8)Acquisitions of property, plant and equipment, intangible and other assets 83,155 78,404 6.1Free cash flow(1) 18,635 26,335 (29.2)----------------------------------------------------------------------------Financial Condition(2)Property, plant and equipment 1,565,872 1,343,904 16.5Total assets 4,531,151 3,103,919 46.0Indebtedness(3) 2,451,921 1,180,971 -Equity attributable to owners of the Corporation 411,061 397,799 3.3----------------------------------------------------------------------------Primary service units ("PSU") growth(4) 15,080 46,179 (67.3)----------------------------------------------------------------------------Per Share Data(5)Earnings per share attributable to owners of the Corporation From continuing and discontinued operations Basic 1.11 1.12 (0.09) Diluted 1.10 1.11 (0.09) From continuing operations Basic 1.11 1.06 4.7 Diluted 1.10 1.05 4.8 From discontinued operations Basic - 0.07 - Diluted - 0.06 ---------------------------------------------------------------------------------------------------------------------------------------------------------(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 November 30, 2012 and August 31, 2012.(3) Indebtedness is defined as the total of bank indebtedness, principal on long-term debt, balance due on business acquisitions 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.--------------------------------------------------------------------------------------------------------------------------------------------------------



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'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 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 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) that could cause actual results to differ materially from what COGECO currently expects. These factors include technological changes, changes in market and competition, governmental or regulatory developments, general economic conditions, the development of new products and services, the enhancement of existing products and services, and the introduction of competing products having technological or other advantages, many of which are beyond the Corporation's control. Therefore, future events and results may vary significantly from what management currently foresee. 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 expressly disclaims any such obligation), and does not undertake to update or alter this information before the next quarter.

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.

CORPORATE OBJECTIVES AND STRATEGIES

COGECO's objectives are to provide outstanding service to its customers and maximize shareholder value by increasing profitability and ensuring continued revenue growth. The strategies employed to reach these objectives, supported by tight controls over costs and business processes, are specific to each segment. The main strategies used to reach COGECO's objectives in the Cable segment focus on sustained corporate growth and continuous improvement of networks and equipment. The radio activities focus on continuous improvement of its programming in order to increase its market share and thereby its profitability. The Corporation measures its performance, with regard to these objectives by monitoring operating income before depreciation and amortization(1), PSU(2) growth and free cash flow(1).

KEY PERFORMANCE INDICATORS

OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION

First-quarter operating income before depreciation and amortization increased by 11.6% when compared to the same period of fiscal 2012 to reach $156.6 million. As a result of the acquisition of Atlantic Broadband ("ABB") in the Cable segment, management revised upwards its November 1, 2012 projections for fiscal 2013. Operating income before depreciation and amortization is now expected to reach $750 million from $630 million. For further details, please consult the fiscal 2013 revised projections in the "Fiscal 2013 financial guidelines" section.

FREE CASH FLOW

For the three-month period ended November 30, 2012, COGECO reports free cash flow of $18.6 million, compared to $26.3 million for the first three months of the previous fiscal year, representing a decrease of $7.7 million. This variance is mostly attributable to the increase in current income tax expense, the acquisition costs related to Atlantic Broadband ("ABB") acquisition, the contributions on defined benefit pension plans as well as the increase in acquisition of property, plant and equipment, partly offset by the improvement of operating income before depreciation and amortization. Giving effect to the acquisition of ABB in the Cable segment, the revised guidelines of operating income before depreciation and amortization and the reduction in acquisition of property, plant and equipment in Canada, management also revised its free cash flow projections from $115 million to $175 million. For further details, please consult the fiscal 2013 revised projections in the "Fiscal 2013 financial guidelines" section.

CABLE SEGMENT

PSU growth and penetration of service offerings

During the three-month period ended November 30, 2012, PSU reach 2,478,887 of which 494,674 comes from the recently completed acquisition of ABB. In the Cable Service segment in Canada, PSU increased at a lower pace to 15,080, mainly as a result of a more competitive environment and tightening of customer credit controls, thus containing collection and bad debt expenses. Cogeco Cable maintains targeted marketing initiatives to increase the penetration level of its services and still benefits from the continuing interest for high definition ("HD") television service. Consequently and combined with the acquisition of ABB, Cogeco Cable revised downwards its guidelines from 50,000 PSU, as issued on November 1, 2012, to 35,000 PSU. PSU growth is expected to stem primarily from HSI and Telephony services, the continued strong interest in Digital Television services, enhanced service offerings, and through promotional activities. For further details, please consult the fiscal 2013 revised projections in the "Fiscal 2013 financial guidelines" section.

BUSINESS DEVELOPMENTS AND OTHER

BBM Canada's fall 2012 survey in the Montreal region, conducted with the Portable People Meter ("PPM"), reported that 98.5 FM is the leading radio station in the Montreal French market amongst all listeners and men two years old and over ("2+"), while Rythme FM has maintained its leadership position in the female 2+ segment. Regarding the Montreal English market, The Beat is the leading radio station in the female 35-64 segment. In the other Quebec regions, our radio stations registered good ratings.

On December 21, 2012, the Corporation's subsidiary, Cogeco Cable Inc, announced an agreement to acquire all of the issued and outstanding shares of PEER 1 Network Enterprises Inc. ("PEER 1") by way of takeover bid (the "offer") valued at approximately $635 million. The offer is supported by a committed financing from the National Bank of Canada in the amount of $650 million. 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 combined with Cogeco Cable's existing data centre facilities will increase the scale and scope by adding the capability to serve approximately 10,000 additional businesses worldwide through 19 data centres and 21 points-of-presence across North America and Europe. PEER 1's primary network centre and head office are located in Vancouver. The offer will be subject to usual closing conditions and Cogeco Cable expects the transaction to be completed in the second quarter of fiscal 2013.

On November 30, 2012, the Corporation's subsidiary, Cogeco Cable Inc., completed the acquisition of ABB, an independent cable system operator formed in 2003, serving about 495,000 PSU 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 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.

(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.



Ranked the 12th-largest cable television system operator in the United States ("USA"), ABB operates cable systems in Western Pennsylvania, Southern Florida, Maryland, Delaware and South Carolina.

OPERATING AND FINANCIAL RESULTS

OPERATING RESULTS

--------------------------------------------------------------------------------------------------------------------------------------------------------Quarters ended November 30, 2012 2011 Change(in thousands of dollars, except percentages) $ $ %----------------------------------------------------------------------------Revenue 366,608 346,023 5.9Operating expenses 210,028 205,762 2.1----------------------------------------------------------------Operating income before depreciation and amortization 156,580 140,261 11.6--------------------------------------------------------------------------------------------------------------------------------------------------------



REVENUE

Fiscal 2013 first-quarter revenue increased by $20.6 million, or 5.9%, to reach $366.6 million, when compared to the same period last year, primarily due to the Cable segment and the revenue generated by Metromedia CMR Plus Inc. ("Metromedia"), acquired during the second quarter of fiscal 2012.

In the Cable segment, fiscal 2013 first-quarter revenue increased by $12.5 million, or 4%, to reach $327.9 million, when compared to the same period last year. For further details on the Cable segment's revenue, please refer to the "Cable segment" section.

In the first quarter of fiscal 2013, revenue from the radio and advertising representation house activities improved by $8.1 million, or 26.5%, mainly as a result of the revenue generated by Metromedia, acquired during the second quarter of fiscal 2012.

OPERATING EXPENSES

For the first quarter of fiscal 2013, operating expenses amounted to $210 million, an increase of $4.3 million, or 2.1%, when compared to the prior year.

Operating expenses in the Cable segment decreased by $2.3 million, or 1.3%, when compared to the same period of fiscal 2012. For further details on the Cable segment's operating expenses, please refer to the "Cable segment" section.

Operating expenses from the radio, advertising representation house and head office activities grew by $6.5 million, or 22.3%, in the first quarter mainly as a result of operating expenses generated by Metromedia, acquired in the second quarter of fiscal 2012.

OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION

Mainly as a result of higher growth from revenue than operating expenses stemming primarily from the Cable segment, operating income before depreciation and amortization grew by $16.3 million, or 11.6%, in the first quarter to reach $156.6 million, when compared to the same period of the previous year. For further details on Cogeco Cable's operating results, please refer to the "Cable segment" section.

FIXED CHARGES

--------------------------------------------------------------------------------------------------------------------------------------------------------Quarters ended November 30 2012 2011 Change(in thousands of dollars, except percentages) $ $ %----------------------------------------------------------------------------Depreciation and amortization 66,041 65,619 0.6Financial expense 17,014 17,778 (4.3)--------------------------------------------------------------------------------------------------------------------------------------------------------



For the first quarter of fiscal 2013, depreciation and amortization expense was essentially the same at $66 million when compared to $65.6 million for the same period of the prior year resulting mainly from higher acquisition of property, plant and equipment offset by additional depreciation expense recorded in fiscal 2012 related to the reduction of useful lives for certain home terminal devices.

Fiscal 2013 first-quarter financial expense decreased by $0.8 million, or 4.3%, at $17 million, when compared to $17.8 million in the prior year. Financial expense decrease is primarily attributable to the foreign exchange loss of $1.5 million recorded in fiscal 2012 in the Cable segment.

INCOME TAXES

Fiscal 2013 first-quarter income tax expense amounted to $19.2 million, compared to $12.3 million in the prior year. The increase is mostly attributable to the improvement in operating income before depreciation and amortization and by a reduction of income taxes, in fiscal 2012, from the implementation of certain tax measures of the 2011 federal budget limiting the tax deferrals for corporations with a significant interest in a partnership.

PROFIT FOR THE PERIOD FROM CONTINUING OPERATIONS

For the three-month period ended November 30, 2012, profit for the period from continuing operations amounted to $47.1 million of which $18.5 million, or $1.11 per share, is attributable to owners of the Corporation. For the comparable period of fiscal 2012, profit for the period from continuing operations amounted to $44.5 million of which $17.7 million, or $1.06 per share, is attributable to owners of the Corporation. The variance for the quarter is mostly attributable to the Cable segment and due to an increase in operating income before depreciation and amortization, partly offset by the acquisition costs related to ABB acquisition and the increase in income taxes explained above.

PROFIT FOR THE PERIOD

For the period ended November 30, 2012, profit for the period amounted to $47.1 million compared to $47.9 million in fiscal 2012. Fiscal 2013 first-quarter profit for the period attributable to owners of the Corporation amounted to $18.5 million, or $1.11 per share compared to $18.8 million, or $1.12 per share for the comparable period of prior year. This variation is mostly attributable to the Cable segment and due to the acquisition costs related to ABB acquisition, the increase in income taxes explained above and the profit from the Portuguese subsidiary, Cabovisao - Televisao por Cabo, S.A. ("Cabovisao"), reported as discontinued operations, in the Cable segment for fiscal 2012, partly offset by the improvement in operating income before depreciation and amortization.

The non-controlling interest represents a participation of approximately 67.9% in Cogeco Cable's results. For fiscal 2013 first-quarter, the profit for the period attributable to non-controlling interest amounted to $28.6 million compared to $29.2 million in fiscal 2012.

FINANCING ACTIVITIES

In the normal course of business, COGECO has incurred financial obligations, primarily in the form of long-term debt, operating and finance leases and guarantees. COGECO's obligations, as discussed in the 2012 Annual Report, have not materially changed since August 31, 2012, except as mentioned below.

In connection with the acquisition of ABB on November 30, 2012, Cogeco Cable concluded, through two of its US subsidiaries, First Lien Credit Facilities totalling US$710 million with a syndicate of banks and other institutional lenders in three tranche and draw down by an amount of US$660 million of which US$641.5 million was used to repay ABB's secured debt and $US18.5 million to pay for some of the t ransaction costs. The first tranche, a Term Loan A Facility amounting to US$240 million, which will mature on November 30, 2017, the second tranche, a Term Loan B Facility amounting to US$420 million, which will mature on November 30, 2019 and the third tranche, a Revolving Credit Facility of US$50 million unused at November 30, 2012, including a swingline of US$15 million, which will mature on November 30, 2017. Interest rates on the First Lien Credit Facilities are based on LIBOR plus the applicable margin, with a LIBOR floor of 1.00% for the Term Loan B Facility. Starting on December 31, 2013, the Term Loan A Facility is subject to quarterly amortization of 1.25% in the first year, 2.5% in the second year and 3.0% in the third and fourth years. Starting 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 Cogeco Cable and its Canadian 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 the Cogeco Cable's US subsidiaries. The provisions under these facilities provide for restrictions on the operations and activities of the Cogeco Cable's US subsidiaries. Generally, the most significant restrictions relate to permitted indebtedness and investments, distributions and maintenance of certain financial ratios.

DIVIDEND DECLARATION

At its January 14, 2013 meeting, the Board of Directors of COGECO declared a quarterly eligible dividend of $0.19 per share for multiple voting and subordinate voting shares, payable on February 11, 2013, to shareholders of record on January 28, 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.

CABLE SEGMENT

CUSTOMER STATISTICS

-------------------------------------------------------------------------------------------------------------------------------------------------------- CANADA -------------------------------- Net additions % of (losses) penetration(1) Quarters ended November Consolidated USA CANADA November 30, 30, November 30, 2012 2012 2011 2012 2011----------------------------------------------------------------------------PSU 2,478,887 494,674 1,984,213 15,080 46,179Television service customers 1,105,443 244,404 861,039 (2,076) 4,452 52.1 54.2HSI service customers 817,019 171,640 645,379 10,845 17,285 39.0 38.0Telephony service customers 556,425 78,630 477,795 6,311 24,442 28.9 27.2--------------------------------------------------------------------------------------------------------------------------------------------------------



(1) As a percentage of homes passed.



Canada

Fiscal 2013 first-quarter PSU net additions 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 credit controls and processes. The net customer losses for Television service customers stood at 2,076 compared to 4,452 net additions for the same period 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 customer credit controls. Fiscal 2013 first-quarter HSI service customers grew by 10,845 compared to 17,285 in the first quarter of the prior year, and the number of net additions to the Telephony service stood at 6,311 customers compared to 24,442 customers for the same period 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 November 30, 2012 2011 Change(in thousands of dollars, except percentages) $ $ %----------------------------------------------------------------------------Revenue 327,911 315,424 4.0Operating expenses 174,204 176,459 (1.3)Management fees - COGECO Inc. 6,581 7,142 (7.9)----------------------------------------------------------------Operating income before depreciation and amortization 147,216 131,823 11.6----------------------------------------------------------------Operating margin 44.9% 41.8%--------------------------------------------------------------------------------------------------------------------------------------------------------



REVENUE

Fiscal 2013 first-quarter revenue increased by $12.5 million, or 4%, to reach $327.9 million, when compared to the same period last year, primarily by rate increases implemented in June and July 2012 and PSU growth.

OPERATING EXPENSES AND MANAGEMENT FEES

For the first quarter of fiscal 2013, operating expenses decreased by $2.3 million, to reach $174.2 million, a decrease of 1.3% compared to prior year. The decrease in operating expenses is mainly attributable to deployment and support costs incurred in fiscal 2012 related to the migration of Television service customers from analogue to digital, partly offset by PSU growth.

Management fees paid to COGECO Inc. amounted to $6.6 million, 7.9% lower when compared to $7.1 million in fiscal 2012. Management fees have decreased due to the sale of Cabovisao on February 29, 2012.

OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION AND OPERATING MARGIN

Fiscal 2013 first-quarter operating income before depreciation and amortization increased by $15.3 million, or 11.6%, to reach $147.1 million as a result of revenue growth and lower operating expenses. Cogeco Cable's first-quarter operating margin increased to 44.9% from 41.8% in the comparable period of the prior year.

FISCAL 2013 FINANCIAL GUIDELINES

As a result of revised projections in the Cable segment described below, the Corporation revised its consolidated projections for the 2013 fiscal year. Revenue is now expected to reach $1.730 billion, an increase of $240 million when compared to the November 1, 2012 projections. Operating income before depreciation and amortization should increase from $630 million to $750 million and financial expense should increase from $69 million to $102 million. Acquisitions of property, plant and equipment, intangible and other assets should increase by approximately $24 million and free cash flow should reach $175 million, an increase of $60 million from November 1, 2012 projections. Profit for the year attributable to the owners of the Corporation should reach $75 million compared to $65 million.

-------------------------------------------------------------------------------------------------------------------------------------------------------- Revised Original projections projections January 14, 2013 November 1, 2012 Fiscal 2013 Fiscal 2013(in millions of dollars) $ $----------------------------------------------------------------------------Financial guidelines Revenue 1,730 1,490 Operating income before depreciation and amortization 750 630 Financial expense 101 69 Current income tax expense 94 96 Profit for the year 227 195 Profit for the year attributable to owners of the Corporation 75 65 Acquisitions of property, plant and equipment, intangible and other assets 373 350 Free cash flow(1) 175 115--------------------------------------------------------------------------------------------------------------------------------------------------------(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.



CABLE SEGMENT

Giving effect to the recent acquisition of ABB on November 30, 2012, Cogeco Cable revised its financial guidelines for the 2013 fiscal year issued on November 1, 2012 to include a nine-month period of ABB's financial projections. Projections for the Enterprise services were maintained as initially projected. In the Cable services segment in Canada, guidelines remained essentially the same, except for revenue and acquisitions of property, plant and equipment which should be lower than originally expected due to lower PSU growth as a result of current uncertain economic environment, the service category maturity and competitive offers. Nonetheless, management expects revenue to reach $1.590 billion, representing a growth of $240 million, or 17.8%, when compared to those issued on November 1, 2012. PSU progression should reduce from 50,000 to 35,000, including ABB nine-month operations. Operating income before depreciation and amortization should increase by $121 million to reach $735 million reflecting the ABB acquisition and the cost reduction initiatives implemented in Canada during the current fiscal year and, consequently operating margin should increase from 45.5% to 46.2%. Depreciation and amortization of property, plant and equipment and intangible assets should increase from $290 million to $330 million and acquisition of property, plant and equipment, intangible and other assets should increase by $20 million to take into consideration the ABB nine-month operations, partly offset by the reduction in the Cable services segment in Canada. Financial expense should amount to $96 million, an increase of $32 million, as a result of the cost of financing of ABB acquisition. Fiscal 2013 free cash flow is expected to amount to $170 million, an increase of $65 million, or 61.9%, when compared to the free cash flow projection issued on November 1, 2012, stemming primarily from the nine-month operations of ABB combined with the reduction in acquisitions of property, plant and equipment, intangible and other assets explained above. Profit for the year is expected to amount to $225 million, $35 million higher than the November 1, 2012 projections, mainly as a result of the ABB's expected financial results for the nine-month operations.

Fiscal 2013 revised financial guidelines are as follows:

-------------------------------------------------------------------------------------------------------------------------------------------------------- Revised Original projections projections January 14, 2013 November 1, 2012 Fiscal 2013 Fiscal 2013(in millions of dollars, except net customer additions and operating margin) $ $----------------------------------------------------------------------------Financial guidelines Revenue 1,590 1,350 Operating income before depreciation and amortization 735 614 Operating margin 46.2% 45.5% Depreciation and amortization 330 290 Financial expense 96 64 Current income tax expense 92 95 Profit for the year 225 190 Acquisitions of property, plant and equipment, intangible and other assets 370 350 Free cash flow(1) 170 105Net customer addition guidelines PSU growth 35,000 50,000--------------------------------------------------------------------------------------------------------------------------------------------------------(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.



NON-IFRS FINANCIAL MEASURES

This section describes non-IFRS financial measures used by COGECO 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'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'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 November 30, 2012 2011(in thousands of dollars) $ $---------------------------------------------------------------------------Cash flow from operating activities (6,005) 9,570Changes in non-cash operating activities 87,508 74,686Amortization of deferred transaction costs and discounts on long-term debt 856 762Income taxes paid 44,248 37,984Current income tax expense (26,112) (21,319)Financial expense paid 18,309 20,834Financial expense (17,014) (17,778)---------------------------------------------------------------------------Cash flow from operations 101,790 104,739------------------------------------------------------------------------------------------------------------------------------------------------------Free cash flow is calculated as follows:------------------------------------------------------------------------------------------------------------------------------------------------------ Quarters ended November 30, 2012 2011(in thousands of dollars) $ $---------------------------------------------------------------------------Cash flow from operations 101,790 104,739Acquisition of property, plant and equipment (78,514) (74,460)Acquisition of intangible and other assets (4,641) (3,944)---------------------------------------------------------------------------Free cash flow 18,635 26,335------------------------------------------------------------------------------------------------------------------------------------------------------



OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION

Operating income before depreciation and amortization is used by COGECO'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.

The most comparable IFRS financial measure is operating income. Operating income before depreciation and amortization and operating margin are calculated as follows:

-------------------------------------------------------------------------------------------------------------------------------------------------------- Quarters ended November 30, 2012 2011(in thousands of dollars, except percentages) $ $----------------------------------------------------------------------------Operating income 83,277 74,642Depreciation and amortization 66,041 65,619Integration, restructuring and acquisitions costs 7,262 -----------------------------------------------------------------------------Operating income before depreciation and amortization 156,580 140,261--------------------------------------------------------------------------------------------------------------------------------------------------------



SUPPLEMENTARY QUARTERLY FINANCIAL INFORMATION

--------------------------------------------------------------------------------------------------------------------------------------------------------Quarters ended November 30, August 31,(in thousands of dollars, except percentages and per share data) 2012 2011 2012 2011 $ $ $ $----------------------------------------------------------------------------Revenue 366,608 346,023 356,685 331,045Operating income before depreciation and amortization 156,580 140,261 163,617 152,434Operating income 83,277 74,642 95,943 101,304Income taxes 19,168 12,340 33,625 21,804Profit for the period from continuing operations 47,095 44,524 44,900 63,870Profit (loss) for the period from discontinued operations - 3,399 - 6,219Profit (loss) for the period 47,095 47,923 44,900 70,089Profit (loss) for the period attributable to owners of theCorporation 18,487 18,770 13,889 23,317Cash flow from operating activities (6,005) 9,570 203,193 217,792Cash flow from operations 101,790 104,739 119,612 148,228Acquisitions of property, plant and equipment, intangibleand other assets 83,155 78,404 124,638 122,441Free cash flow 18,635 26,335 (5,026) 25,787Earnings (loss) per share(1) From continuing and discontinued operations Basic 1.11 1.12 0.83 1.39 Diluted 1.10 1.11 0.83 1.39 From continuing operations Basic 1.11 1.06 0.83 1.27 Diluted 1.10 1.05 0.83 1.27 From discontinued operations Basic - 0.07 - 0.12 Diluted - 0.06 - 0.12---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- February FebruaryQuarters ended May 31, 29, 28,(in thousands of dollars, except percentages and per share data) 2012 2011 2012 2011 $ $ $ $----------------------------------------------------------------------------Revenue 358,032 330,258 345,613 307,532Operating income before depreciation and amortization 158,446 142,025 144,518 132,140Operating income 95,473 90,242 58,931 68,597Income taxes 22,278 19,252 13,372 12,465Profit for the period from continuing operations 55,373 54,371 29,449 31,656Profit (loss) for the period from discontinued operations - (233,573) 52,047 (9,223)Profit (loss) for the period 55,373 (179,202) 81,496 22,433Profit (loss) for the period attributable to owners of theCorporation 19,303 (56,303) 25,089 634Cash flow from operating activities 109,546 141,106 126,455 90,891Cash flow from operations 117,606 129,327 105,153 103,309Acquisitions of property, plant and equipment, intangibleand other assets 88,141 63,807 87,186 62,873Free cash flow 29,465 65,520 17,967 40,436Earnings (loss) per share(1) From continuing and discontinued operations Basic 1.15 (3.36) 1.50 0.04 Diluted 1.15 (3.36) 1.49 0.04 From continuing operations Basic 1.15 1.13 0.50 0.22 Diluted 1.15 1.13 0.50 0.21 From discontinued operations Basic - (4.49) 1.00 (0.18) Diluted - (4.49) 0.99 (0.18)--------------------------------------------------------------------------------------------------------------------------------------------------------(1) Per multiple and subordinate voting share.



ABOUT COGECO

COGECO is a diversified communications corporation. Through its Cogeco Cable subsidiary, COGECO provides its residential customers with Analogue and Digital Television, High Speed Internet ("HSI") and Telephony services. Cogeco Cable is also present in the United States through its subsidiary, Atlantic Broadband, whose head office is located in Quincy, Massachusetts. Atlantic Broadband is ranked the 12th largest cable television system operator in the United States and, serves the following areas: Western Pennsylvania, Southern Florida, Maryland, Delaware and South Carolina. Cogeco Cable provides as well to its commercial customers, through its subsidiary Cogeco Data Services, data networking, e-business applications, video conferencing, hosting services, Ethernet, private line, VoIP, HSI access, data storage, co-location services, managed IT services, cloud services and other advanced communication solutions. Through its subsidiary, Cogeco Diffusion, COGECO owns and operates 13 radio stations across most of Quebec with complementary radio formats serving a wide range of audiences as well as Cogeco News, its news agency. Cogeco Diffusion also operates Metromedia, an advertising representation house specialized in the public transit sector that holds exclusive advertising rights in the Province of Quebec where it also represents its business partners active across other Canadian markets. COGECO's subordinate voting shares are listed on the Toronto Stock Exchange (TSX: CGO). The subordinate voting shares of Cogeco Cable are also listed on the Toronto Stock Exchange (TSX: CCA).

ADDITIONAL INFORMATION

For additional information relating to the Corporation, including its Annual Information Form, and for a detailed analysis of COGECO's results for the first quarter of 2013, please refer to the Management Discussion and Analysis and condensed consolidated financial statements of COGECO, available on the SEDAR website at www.sedar.com.

Analyst Conference Call: Tuesday, January 15, 2013 at 9:30 a.m. (Eastern Standard Time) Media representatives may attend as listeners only. Please use the following dial-in number to have access to the conference call by dialling five minutes before the start of the conference: Canada/USA Access Number: 1-800-820-0231 International Access Number: 1-416-640-5926 Confirmation Code: 4571052 By Internet at www.cogeco.ca/investors A rebroadcast of the conference call will be available until January 22, 2013, by dialling: Canada and US access number: 1 888-203-1112 International access number: + 1 647-436-0148 Confirmation code: 4571052





Contacts:
Source: COGECO Inc.
Pierre Gagne
Senior Vice President and Chief Financial Officer
514-764-4700

Information: Media
Rene Guimond
Vice-President, Public Affairs and Communications
514-764-4700



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