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COGECO's Fourth Quarter and Fiscal Year 2007 Benefits from the Cable Sector's Performance

COGECO's Fourth Quarter and Fiscal Year 2007 Benefits from the Cable Sector's Performance

MONTREAL, QUEBEC -- (MARKET WIRE) -- 10/29/07 -- Today, COGECO Inc. (TSX: CGO) announced its financial results for the fourth quarter and fiscal year 2007 ended August 31, 2007.

During the fourth quarter and fiscal 2007:

- Consolidated revenue grew by 35.1% to $269.3 million and by 43.4% to $1,071.1 million respectively;

- Consolidated operating income before amortization rose by 43% to $98.2 million and by 44.5% reaching $365.7 million (above July 2007 guidelines);

- Consolidated net income rose by $20.1 million reaching $30.4 million and free cash flow grew by $7.8 million to $4.2 million. For fiscal 2007, consolidated net income grew by more than three times reaching $74.7 million and free cash flow stood at $19.4 million (above July 2007 guidelines).

Cable sector

- Strong subscriber growth continued with 49,576 net additions of revenue- generating units (RGUs), for a total of 300,688 in fiscal 2007 (above July 2007 guidelines);

- The second public offering in fiscal 2007 of 3,000,000 subordinate voting shares resulted in a gross proceed of $153,450,000;

- A new Canadian operational structure was put in place to foster increased synergy throughout Canada.

Media sector

Radio

- 93.3 radio station in Quebec City announced the arrival of new hosts, Gilles Parent and Martin Pouliot;

- The RYTHME FM network continues to lead in the Montreal market, with a strong fall programming line-up;

- COGECO and Corus Entertainment Inc. joined forces to create a new company, called Groupe Force Radio that will combine the two media companies' national radio sales teams. This new company will represent a total of 30 radio stations in Quebec.

Television

- On September 20, 2007, the Societe Radio-Canada (SRC), the Canadian Broadcasting Television (CBC) public French broadcaster, notified TQS that the SRC affiliation in effect for three TQS "twinstick" local stations in Saguenay, Sherbrooke and Trois-Rivieres will end on March 31, 2009.

- Cogeco Radio-Television Inc. (CRTI) and CTV Television Inc. (CTV), the two indirect shareholders of TQS, have retained CIBC World Markets to assist in assessing the strategic options available to them in connection with TQS.

"COGECO's fourth quarter is very positive. In the cable sector, we are well positioned to continue to address the needs of our various customer segments. During the year, the financial markets have recognized the relevance of our acquisition strategy outside Canada and our stock price has grown from $23 to $38 between August 2006 and 2007. The new structure we implemented in Canada will enable our Canadian operations to develop increased synergy and will impact favorably the way in which we deliver our services. We are looking forward to achieving a strong fiscal 2008 in this sector. In the media sector, we will strive to attract more audience for our radio stations and assess promptly the strategic options available for our television stations," said Louis Audet, President and CEO of COGECO.

                                    FINANCIAL HIGHLIGHTS
($000s, except
 percentages and   Quarters ended August 31,       Years ended August 31,
 per share data)                 (unaudited)                    (audited)

                                          %                            %
                        2007     2006 Change          2007     2006 Change
--------------------------------------------------------------------------

Revenue             $269,326 $199,351   35.1    $1,071,102 $746,906   43.4
Operating
 income before
 amortization         98,180   68,645   43.0       365,711  253,114   44.5
Net Income            30,384   10,300      -        74,740   23,101      -
Cash flow
 from operations (1)  75,035   51,729   45.1       276,618  192,308   43.8
Less:
  Capital
   Expenditures
   and increase in
   deferred charges   70,793   55,309   28.0       257,171  168,131     53.0
------------------------------------------------------------------------
Free cash flow (1)     4,242   (3,580)     -        19,447   24,177

Per share data
  Basic net income     $1.82    $0.62      -         $4.50    $1.40      -

(1) Cash flow from operations and free cash flow do not have standard
    definitions prescribed by Canadian generally accepted accounting
    principles (GAAP) and should be treated accordingly. For more details,
    please consult the "non-GAAP financial measures" section.

FORWARD-LOOKING STATEMENT

Certain statements in this press release may constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to our future outlook and anticipated events, our business, our operations, our financial performance, our financial condition or our 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 our future operating results and economic performance and our 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 we believe are reasonable as of the current date. While we consider these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect. Forward-looking information is also subject to certain factors, including risks and uncertainties (described in the section "Uncertainties and main risk factors" of the Company's 2006 annual Management's Discussion and Analysis (MD&A) that could cause actual results to differ materially from what we currently expect. 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 our control. Therefore, future events and results may vary significantly from what we currently foresee. You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While we may elect to, we are under no obligation (and expressly disclaim any such obligation) and do not undertake to update or alter this information before next quarter.

This analysis should be read in conjunction with the Company's financial statements, and the notes thereto, prepared in accordance with Canadian GAAP and the MD&A included in the Company's 2006 Annual Report. Throughout this discussion, all amounts are in Canadian dollars unless otherwise indicated.

MANAGEMENT'S DISCUSSION AND ANALYSIS (MD&A)

CORPORATE STRATEGIES AND OBJECTIVES

COGECO's objectives are to maximize shareholder value by increasing profitability and by ensuring continued growth. The strategies for reaching those objectives are, for the cable sector, sustained corporate growth through the diversification and improvement of products and services as well as clientele and territories, effective management of capital and tight cost control. The media sector focusses on continuous improvement of its programming to increase its market share, and therefore, its profitability. The Company measures its performance with regard to these objectives with growth of operating income before amortization, free cash flow(1) and RGU(2) growth for the cable sector. Below are the recent achievements of the cable and media sectors in furtherance of COGECO's objectives.

Tight control over costs and business processes

- During the fourth quarter and fiscal 2007, the Company's operating costs increased by 30.9% and 42.9%, respectively, over the same periods last year, essentially in line with revenue growth;

- The design of internal controls over financial reporting as per National Instrument 52-109 is well underway. As discussed in the 2006 annual MD&A, the Company had identified certain material weaknesses in the design of internal controls over financial reporting and there have been improvements in the design of internal controls on some significant processes during the year. The documentation and remediation of internal controls weaknesses are progressing normally.

(1) See the "non-GAAP financial measures" section for explanations.

(2) See the "Customer statistics" section of the cable sector section for detailed explanations.

Cable sector

Continuous improvement of the service offering and expansion of the
customer base
  Canadian operations

  - Digital Television services:

     - On June 5, addition of six high definition (HD) channels in its
       HD line-up in Quebec;

     - On July 17, addition of WGN HD to its HD line-up in Ontario;

     - On September 4, addition of Setanta International Sports Pak to
       its digital line-up in Ontario;

     - On September 25, addition of MTV to its digital line-up in Quebec;

     - On October 3, addition of RDS HD to its HD line-up in Quebec;

     - On October 11, addition of Leafs TV HD to its HD line-up in Ontario.

  - Telephony service:

     - New International calling service with Gold Line as supplier of
       choice.

Portuguese operations

  - Cabovisao - Televisao por Cabo, S.A. (Cabovisao) launched its Digital
    Television service in July 2007;

  - Growth of Basic Cable service by 4,756 customers.

Continuous improvement of networks and equipment

  - During fiscal 2007, Cogeco Cable has invested approximately
    $102 million in its infrastructure including head-ends and
    upgrade/rebuild.

Effective management of capital


  - On August 9, Cogeco Cable announced the completion of a 3,000,000
    subordinate voting shares issue. The net proceed of $146.9 million was
    used to reduce long-term indebtedness.

Media sector

  - During the fourth quarter, TQS has continued its programming investment
    in order to recapture market share. The financial situation of TQS
    remains however difficult, and CRTI and CTV, the two indirect
    shareholders of TQS, have retained the services of CIBC World Markets
    to assist them in assessing the strategic options available to them
    in connection with TQS.

  - With the announcement of the last BBM survey, RYTHME FM was confirmed
    in top position in the Montreal and Trois-Rivieres markets and is
    gaining market share in its Quebec and Sherbrooke stations. The 93.3
    continues to gain new listeners in a particularly competitive market.

RGU growth

During fiscal 2007, the consolidated number of RGUs, in the cable sector, increased by 13.8% to reach almost 2.5 million units. In the third quarter of fiscal 2007, Cogeco Cable revised its guidelines and anticipated RGU growth of 13% to 14% for all of fiscal 2007. With better-than-anticipated High Speed Internet (HSI), Basic Cable and Telephony customer growth, Cogeco Cable reached the upper end of its most recent 2007 guidelines.

Revenue and operating income before amortization growth

During the fourth quarter and fiscal 2007, consolidated revenue increased respectively by 35.1% to reach $269.3 million, and by 43.4% to reach $1,071.1 million. For the same periods, operating income before amortization grew by $29.5 million, or 43%, to reach $98.2 million and by $112.6 million, or 44.5%, to reach $365.7 million. These increases are mainly due to stronger RGU growth and the consolidation of the financial results of Cabovisao acquired on August 1, 2006 in the cable sector.

Free cash flow

In the fourth quarter of fiscal 2007, COGECO generated free cash flow of $4.2 million, compared to a negative cash flow of $3.6 million for the same period last year, as a result of the increase in operating income before amortization in the cable sector. For fiscal 2007, the Company generated a free cash flow of $19.4 million compared to $24.2 million for the same period the year before, mainly due to higher capital expenditures in order to sustain RGU growth in the cable sector. Capital expenditures and deferred charges amounted to $70.8 million and $257.2 million for the fourth quarter and fiscal 2007.

OPERATING RESULTS -- CONSOLIDATED OVERVIEW

($000s, except
 percentages)      Quarters ended August 31,       Years ended August 31,
                                 (unaudited)                    (audited)

                                          %                            %
                      2007      2006 Change        2007      2006 Change
------------------------------------------------------------------------
Revenue           $269,326  $199,351   35.1  $1,071,102  $746,906   43.4

Operating costs    171,146   130,706   30.9     705,391   493,792   42.9

Operating
 income before
 amortization       98,180    68,645   43.0     365,711   253,114   44.5

Operating margin      36.5%     34.4%              34.1%     33.9%

Revenue

For the fourth quarter 2007, revenue rose by $70 million, or 35.1%, to reach $269.3 million and, for fiscal 2007, by $324.2 million, or 43.4%, to reach $1,071.1 million. Cable revenue, driven by a strong RGU growth, together with rate increases and the consolidation of the financial results of Cabovisao, went up by $69.4 million, or 39.7%, and $318.9 million, or 51.4%, respectively, in the fourth quarter and fiscal 2007. Media revenue increased by $0.5 million, or 2.2%, in the fourth quarter and by $5.3 million, or 4.2% in fiscal 2007, essentially due to higher radio advertising revenue.

Operating income before amortization

Operating income before amortization grew by $29.5 million, or 43%, to reach $98.2 million in the fourth quarter of fiscal 2007 and by $112.6 million, or 44.5%, to reach $365.7 million in fiscal 2007 compared to the corresponding periods of last year. The cable sector contributed to the growth by $29.6 million and $117.8 million during the fourth quarter and fiscal 2007 respectively, and the media sector contributed $1.2 million in the fourth quarter and $0.9 million for fiscal 2007. The increase in operating income before amortization for the fourth quarter and fiscal 2007 were partly offset by head office costs related to the termination of the Performance Unit Plan.

FIXED CHARGES

($000s, except
 percentages)       Quarters ended August 31,      Years ended August 31,
                                  (unaudited)                   (audited)

                                           %                           %
                       2007     2006  Change       2007      2006 Change
------------------------------------------------------------------------

Amortization        $56,018  $36,446    53.7   $195,804  $127,204   53.9

Financial expense    19,190   16,864    13.8     86,981    59,176   47.0

For the fourth quarter and fiscal 2007, amortization amounted to $56 million and $195.8 million compared to $36.4 million and $127.2 million for the same periods the year before. In the cable sector, the rise in amortization expense is due to several factors: the consolidation of the financial results of the Portuguese operations in fiscal 2007 while it was only applicable for one month in 2006, the amortization resulting from the completion of the purchase price allocation of the Cabovisao acquisition including the valuation of tangible assets and intangible assets, as well as the increased capital expenditures arising from the required customer premise equipment to sustain RGU growth, scalable infrastructure, upgrade/rebuild, support capital and deferred charges for the Canadian operations.

During the fourth quarter and fiscal 2007, financial expense increased by $2.3 million and $27.8 million, respectively, compared to the same periods in fiscal 2006. This is due to the higher level of Indebtedness (defined as bank indebtedness and long-term debt) required to finance the acquisition of the Portuguese subsidiary, Cabovisao.

INCOME TAXES

For the fourth quarter of fiscal 2007, income tax recoveries amounted to $0.4 million compared to a recovery of $14 million in fiscal 2006. The recovery was lower mainly as a result of non-cash net adjustments of $7.3 million in fiscal 2007 compared to a non-cash adjustment of $19.8 million in fiscal 2006. The 2007 fourth quarter net adjustments amounting to $7.3 million resulted from an adjustment of $14.3 million in the cable sector, partly offset by an adjustment of $7 million in the media sector. Excluding income tax adjustments, income taxes would have increased from $5.9 million to $6.9 million due to higher operating income before amortization outpacing the increase of fixed charges.

For fiscal 2007, income tax amounted to $18.4 million compared to $6.8 million last year. This increase was mainly due to the operating income before amortization growing faster than the rise in fixed charges for the Canadian operations in the cable sector, and, in the media sector, by the increase of $9.2 million in the valuation allowance with respect to future income tax assets since management considers that the conditions to recognize these future income tax assets are no longer met. The increase in income taxes for fiscal 2007 was partly offset by the elimination of Canadian federal capital tax on January 1, 2006 and by non-cash adjustments of $15.7 million related to the recognition of benefits from prior years' income tax losses and minimum income tax paid and a reduction of Canadian federal enacted income tax rate effective in January 2011. For fiscal 2006, a non-cash adjustment of $19.8 million was also recorded to reduce future income taxes due to the announcement, by the Canadian federal government, to reduce the corporate income tax rate progressively from 21% to 19% effective in January 2010 and to eliminate the corporate surtax of 1.12% on January 1, 2008. Excluding these adjustments, income taxes would have amounted to $24.9 million, for fiscal 2007 compared to $26.6 million for the same period in fiscal 2006.

NON-CONTROLLING INTEREST

The non-controlling interest represents an interest of approximately 67.5% in Cogeco Cable's results and a 40% interest in TQS Inc. During the fourth quarter and fiscal 2007, the non-controlling interest amounted to $19.8 million and $47.6 million, respectively, mainly due to the cable sector results. The non-controlling interest for the comparable periods of last year amounted to $19 million and $36.6 million, respectively.

GAIN ON DILUTION RESULTING FROM SHARES ISSUED BY A SUBSIDIARY

During fiscal 2007, the Company's cable subsidiary, Cogeco Cable, completed two public offerings totalling 8,000,000 subordinate voting shares for gross proceeds of $346 million. The offerings resulted in net proceeds to Cogeco Cable of approximately $331.1 million, which were used to reduce long-term indebtedness and working capital deficiency. Cogeco Cable also issued 7,344 subordinate voting shares pursuant to its Employee Stock Purchase Plan and 348,131 subordinate voting shares pursuant to its Employee Stock Option Plan for cash consideration of $198,000 and $6,816,000, respectively. As a result, COGECO's interest in Cogeco Cable decrease from 39.2% to 32.5% and gains on dilution of $27 million and $57.9 million were recorded respectively in the fourth quarter and fiscal 2007.

NET INCOME

Net income for the fourth quarter amounted to $30.4 million, or $1.82 per share, compared to $10.3 million, or $0.62 per share, for the same period last year. For fiscal 2007, net income amounted to $74.7 million, or $4.50 per share compared to $23.1 million or $1.40 per share for the same period in fiscal 2006. For the fourth quarter 2007, net income excluding the gain on dilution and income tax adjustments, net of non-controlling interest, would have amounted to $3.1 million, or $0.18 per share, compared to $2.4 million, or $0.15 per share for the fourth quarter 2006. For fiscal 2007, net income excluding the gain on dilution and income tax adjustments, net of non-controlling interest, would have stood at $17.3 million, or $1.04 per share, compared to a net income of $15.2 million, or $0.92 per share for fiscal 2006. Net income increases in the fourth quarter and fiscal 2007, excluding the gain on dilution and income tax adjustments described above, were mainly attributable to the growth in operating income before amortization outpacing the fixed charge increases. See "non-GAAP financial measures" section for further details.

CASH FLOW AND LIQUIDITY

                        Quarters ended August 31,  Years ended August 31,
                                      (unaudited)               (audited)
($000s)                          2007       2006        2007        2006
------------------------------------------------------------------------
Operating Activities
 Cash flow
  from operations             $75,035    $51,729    $276,618    $192,308
 Changes in non-cash
  operating items              39,705     57,288     (66,525)      3,645
------------------------------------------------------------------------
                             $114,740   $109,017    $210,093    $195,953
------------------------------------------------------------------------
------------------------------------------------------------------------

Investing Activities (1)     $(70,700) $(632,547)  $(251,830)  $(742,594)
------------------------------------------------------------------------
------------------------------------------------------------------------

Financing Activities (1)        $(910)  $595,759     $34,542    $618,870
------------------------------------------------------------------------
------------------------------------------------------------------------
Net change in cash
 and cash equivalents         $43,130    $72,229     $(7,195)    $72,229
Effect of exchange rate
 changes on cash
 and cash equivalents
 denominated
 in foreign currencies           (243)      (713)      1,243        (713)
Cash and cash
 equivalents
 at beginning                  22,677          -      71,516           -
------------------------------------------------------------------------
Cash and cash
 equivalents at end           $65,564    $71,516     $65,564     $71,516
------------------------------------------------------------------------
------------------------------------------------------------------------

(1) Excludes assets acquired under capital leases.

During the fourth quarter of 2007, cash flow from operations reached $75 million, 45.1% higher than for the comparable period last year, primarily due to the increase in operating income before amortization, partly offset by an increase in financial expense in the cable sector and by an increase in the operating income before amortization in the media sector. Changes in non-cash operating items generated lower cash inflows than for the same period last year, mainly as a result of a decrease in accounts payable and accrued liabilities from non-recurring payments made by the cable Portuguese subsidiary in accordance with the terms of the acquisition.

During fiscal 2007, cash flow from operations reached $276.6 million, an increase of 43.8% compared to the same period the year before, mostly due to the increase in operating income before amortization, partly offset by an increase in financial expense in the cable sector. Changes in non-cash operating items generated $66.5 million of cash outflows compared to cash inflows of $3.6 million for the same period last year, mainly as a result of a decrease in accounts payable and accrued liabilities from non recurring payments made by the Portuguese cable subsidiary in accordance with the terms of the acquisition and by increases in accounts receivable.

Acquisition of Cabovisao - Televisao por Cabo, S.A.

On June 2, 2006, the Company's subsidiary, Cogeco Cable, entered into an agreement with Cable Satisfaction International Inc. ("CSII"), Catalyst Fund Limited Partnership I and Cabovisao, to purchase, for a total consideration of 461.8 million euros ($667.5 million), all the shares of the second largest cable telecommunications company in Portugal, an indirect wholly-owned subsidiary of CSII. The price included the purchase of senior debt and reimbursement of certain other Cabovisao liabilities. The acquisition was completed on August 1, 2006. The final purchase price was determined following completion of a post-closing working capital adjustment that occurred on March 9, 2007. According to the agreement, the final purchase price was reduced by an amount of 2.2 million euros ($3.4 million). The acquisition was accounted for using the purchase method. The results of Cabovisao were consolidated as of the acquisition date.

Management has completed its valuation of tangible and intangible assets acquired and liabilities assumed and the final allocation is as follows:

------------------------------------------------------------------------
------------------------------------------------------------------------
(amounts are in thousands of dollars)
------------------------------------------------------------------------
Consideration paid
 Purchase of shares                                             $304,188
 Working capital adjustment                                       (3,371)
 Secured lenders debt and
  certain specified Cabovisao liabilities                        274,761
 Acquisition costs                                                 6,299
------------------------------------------------------------------------
                                                                $581,877
------------------------------------------------------------------------

Net assets acquired
Cash and cash equivalents                                         $5,711
Restricted cash                                                      489
Accounts receivable                                               16,570
Prepaid expenses                                                   1,324
Fixed assets                                                     323,796
Customer relationships                                            71,684
Goodwill                                                         344,004
Accounts payable and accrued liabilities                         (60,433)
Other specified Cabovisao liabilities assumed                    (91,914)
Future income tax liabilities                                    (29,354)
------------------------------------------------------------------------

                                                                $581,877
------------------------------------------------------------------------
------------------------------------------------------------------------

The final allocation resulted in an increase in fixed assets of $36,144,000, an increase in customer relationships of $71,684,000 and an increase in future income tax liabilities of $29,354,000, as well as a decrease in accounts payable and accrued liabilities assumed of $4,849,000. The net impact of these adjustments, combined with the reduction of the purchase price, reduced goodwill by $87,020,000.

Also, in accordance with the Portuguese Companies Income Tax Code (CIRC), accumulated tax losses cannot be deducted if the ownership of at least 50% of the social capital changes from the moment when the tax losses were generated, unless an authorization is requested before such change in the ownership takes place. To this effect, a request for preservation of tax losses was filed by Cabovisao on July 28, 2006 and Cabovisao has not yet received a reply. Consequently, the tax benefits of these losses have not been included in the purchase price allocation, but will be recorded as a reduction of goodwill upon realisation.

In the fourth quarter of fiscal 2007, investing activities stood at $70.7 million mainly due to capital expenditures of $57.9 million and an increase in deferred charges of $10.8 million in the cable sector. During fiscal 2007, investing activities stood at $251.8 million due to capital expenditures of $224.0 million and an increase in deferred charges of $30 million.

During the fourth quarter and fiscal 2007, the increases related to capital expenditures compared to the same periods last year are mainly due to the following factors in the cable sector:

- The Portuguese operations capital expenditures amounted to $12.6 million and $41.6 million, respectively, for the fourth quarter and fiscal 2007, essentially to support RGU growth and the early stage of deployment of the Digital Television service.

- In Canada, the customer premise equipment expenditures increased as a result of a greater demand for HSI and Telephony services, from a rise in the number of HD terminals and from a greater ratio of digital terminals per digital home.

- The growth in capital expenditures for scalable infrastructure was mainly attributable to the support of the Telephony service rollout for the Canadian operations.

- The increase in capital expenditures associated with the network upgrade and rebuild program for the Canadian operations was due to the acceleration of the program to expand the bandwidth to 750 MHz and 550 MHz for the Ontario and Quebec networks, respectively, and to improve network reliability. An increase in the number of households with access to two-way service was also a factor and the percentage of customers with access to two-way service rose from 93% as at August 31, 2006 to 94% as at August 31, 2007.

In the fourth quarter and fiscal 2007, increases in deferred charges are explained by higher reconnect costs attributable to the significant level of RGU growth.

In the fourth quarter of fiscal 2007, the Company generated free cash flow of $4.2 million compared to a negative cash flow of $3.6 million the preceding year. For fiscal 2007, the Company generated free cash flow of $19.4 million compared to $24.2 million for the same period the year before. The fourth quarter free cash flow increase over the same period last year is attributable to the cable sector and mainly due to growth in operating income before amortization, partly offset by higher level of capital expenditures and deferred charges to serve RGU growth and to support Telephony service rollout and by the increase in financial expense. The fiscal 2007 free cash flow decrease compared to the same period in 2006 is attributable to the cable sector and mainly due to a higher level of capital expenditures and deferred charges to serve RGU growth and to support the Telephony service rollout and the increase in financial expense. These factors were partly offset by the growth in operating income before amortization.

On August 9, 2007, the Company's cable subsidiary, Cogeco Cable, announced the completion of a public offering of 3,000,000 subordinate voting shares for a gross proceed of $153.5 million. The offering resulted in a net proceed to Cogeco Cable of approximately $146.9 million, which was used to reduce long-term indebtedness.

During the fourth quarter of fiscal 2007, the level of Indebtedness decreased by $145.8 million. The decrease in the level of Indebtedness is essentially due to the repayment of the Term Facility in the cable sector using the public offering net proceed of $146.9 million. For the same period last year, Indebtedness increased by $607.7 million due to the Cabovisao acquisition, the increase in cash and cash equivalents of $71.5 million and the fees related to the new Term Facility of $900 million in the cable sector, partly offset by an increase in non-cash operating items of $57.3 million. In addition, a dividend of $0.07 per share for subordinate and multiple voting shares, totalling $1.2 million, was paid during the fourth quarter of fiscal 2007 compared to a dividend of $0.0625 per share or $1 million for the fourth quarter of fiscal 2006.

During fiscal 2007, the level of Indebtedness decreased by $293.3 million. The decrease in the level of Indebtedness is due to the completion of two public offerings in the cable sector, totalling 8,000,000 subordinate voting shares for combined net proceeds of approximately $331.1 million that were used to reimburse the Second Secured Debentures Series A and a portion of the Term Facility, the generated free cash flow of $19.4 million and a reduction of $7.2 million in cash and cash equivalents, partly offset by a decline of $66.5 million in non-cash operating items. For the same period last year, Indebtedness grew by $635.4 million due to the acquisition of Cabovisao completed in the fourth quarter, the increase in cash and cash equivalents of $71.5 million and the fees related to the new Term Facility of $900 million, partly offset by generated free cash flow of $24.2 million. In addition, dividends totalling $4.5 million were paid during fiscal 2007 compared to $4.1 million for the same period the year before.

As at August 31, 2007, the working capital deficiency was reduced by an amount of $188.5 million compared to August 31, 2006, mainly as a result of the net proceeds of the share issuances being used to reimburse the Second Secured Debentures Series A and to the repayment of certain suppliers subsequent to the Cabovisao acquisition in the cable sector. COGECO maintains a working capital deficiency due to a low level of accounts receivable since the majority of the cable subsidiary's customers pay before their services are rendered, contrary to accounts payable and accrued liabilities, which are paid after products or services are rendered. In addition, the cable subsidiary generally uses cash and cash equivalents to reduce Indebtedness.

As at August 31, 2007, the cable subsidiary had used $458.5 million of its $900 million Term Facility and the Company had drawn $25.5 million of its Term Facility.

Transfers of funds from non-wholly owned subsidiaries to COGECO are subject to approval by the subsidiaries' Board of Directors and may also be restricted under the terms and conditions of certain debt instruments. In accordance with applicable corporate and securities laws, significant transfers of funds from COGECO may be subject to approval by minority shareholders.

FINANCIAL POSITION

Since August 31, 2006, there have been major changes to the following balance sheet items: "Fixed assets", "Goodwill", Intangible assets", "Accounts receivable", "Accounts payable and accrued liabilities", "Cash and cash equivalents", "Foreign currency translation adjustment", "Future income tax liabilities", "Future income tax assets", "Non-controlling interest" and "Indebtedness".

The $95.9 million rise in fixed assets is mainly related to increased capital expenditures to sustain RGU growth and by the appreciation of the euro currency over the Canadian dollar in the cable sector. The decrease of $79.5 million in goodwill stems from the finalization of the purchase price allocation of the acquisition of Cabovisao, in the cable sector, which gave rise to the valuation at an amount of $71.7 million of intangible assets, partly offset by the appreciation of the euro currency over the Canadian dollar. The $4.4 million increase in accounts receivable is essentially due to an increase in the general level of receivables related to the revenue growth and to the appreciation of the euro currency over the Canadian dollar. The $63.5 million and $6 million reductions in accounts payable and accrued liabilities and cash and cash equivalents respectively, are related to payments made with regards to the acquisition of Cabovisao. The $1.3 million increase in foreign currency translation adjustment is the result of the appreciation of the euro currency over the Canadian dollar. The $55.8 million increase in future income tax liabilities is partly due to the recognition of future income taxes of $29.4 million related to intangible assets and to the difference between fair market value and net book value of tangible assets acquired in Portugal and by the growth in operating income before amortization for the Canadian operations in the cable sector, and, in the media sector, by the increase of $9.2 million in the valuation allowance with respect to future income tax assets. The $18 million in future income tax assets is related to non-capital loss carryforwards for the Canadian operations, in the cable sector, that will benefit Cogeco Cable in the coming year. The non-controlling interest rise of $327.2 million is mainly due to the impact of the public equity share issuances and the results of Cogeco Cable. Finally, Indebtedness decreased by $282.8 million as a result of the factors previously discussed in the "Cash Flow and Liquidity" section.

A description of COGECO's share data as at September 30, 2007 is presented in the table below:

                                               Number of shares/  Amount
                                                        options   ($000s)
------------------------------------------------------------------------

Common Shares
Multiple voting shares                                1,842,860       12
Subordinate voting shares                            14,829,792  119,066

Options to Purchase Subordinate Voting Shares
Outstanding options                                     195,418
Exercisable options                                     195,418

In the normal course of business, COGECO incurred financial obligations, primarily in the form of long-term debt, operating and capital leases and guarantees. COGECO's obligations, described in the MD&A of the 2006 annual report, have not materially changed since August 31, 2006, except for the repayment of the $125 million Second Secured Debentures Series A and the partial repayment of approximately $175 million of the $900 million Term Facility in the cable sector discussed in the "Cash Flow and Liquidity" section. Furthermore, during the second quarter, Cogeco Cable has guaranteed the payment by Cabovisao of certain taxes for municipal rights of way assessed by the Municipality of Seixal in Portugal for the years 2004 and 2005 totalling 5.7 million euros (the "Tax Amounts), which are currently being challenged by Cabovisao. Trustworthy financial guarantees were required under applicable Portuguese law in order for Cabovisao to challenge the Tax Amounts and withhold payment thereof until a final judgment, no longer subject to appeal, is rendered by the Portuguese courts having jurisdiction in this matter. As a result, Cogeco Cable may be required to pay, upon written demand by the Municipality of Seixal, the required amounts following final judgment up to a maximum aggregate amount of 5.7 million euros, should Cabovisao fail to pay such required amounts.

The Company and its subsidiary, Cogeco Cable Inc., have also adopted Performance Units Plans for key employees, which are described in the Company's annual consolidated financial statements and which have been terminated. The Company has created a new senior executive designated employee incentive unit plan. According to the new plan, senior executives and other key employees periodically receive a given number of units which entitled the participant to receive subordinate voting shares of the Company after three years less one day from the date of grant. During fiscal 2007, the Company granted 25,895 units. The Company establishes the value of the compensation related to the units granted based on the market value of the Company's subordinate voting shares at the date of grant and a compensation expense is recognized over the vesting period, which is three years. A trust was created for the purpose of purchasing these shares on the stock exchange in order to guard against stock price fluctuation. The Company instructed the trustee to purchase 25,895 subordinate voting shares of the Company on the stock market. These shares were purchased for a cash consideration of $1,054,000 and are held in trust for participants until they are completely vested. The trust, considered as a variable interest entity, is consolidated in the Company's financial statement with the value of the acquired shares presented as treasury shares in reduction of capital stock. The termination of the old plans had a non recurring negative impact of approximately $0.1 million and $4.7 million during the fourth quarter and fiscal 2007, respectively.

DIVIDEND DECLARATION

At its October 26, 2007 meeting, the Board of Directors of COGECO declared a quarterly eligible dividend of $0.07 per share for subordinate and multiple voting shares, payable on November 23 2007, to shareholders of record on November 9, 2007.

FOREIGN EXCHANGE MANAGEMENT

Cogeco Cable has entered into cross-currency swap agreements to set the liability for interest and principal payments on its US$150 million Senior Secured Notes. These agreements have the effect of converting the U.S. interest coupon rate of 6.83% per annum to an average Canadian dollar fixed interest rate of 7.254% per annum. The exchange rate applicable to the principal portion of the debt has been fixed at CAN$1.5910. Amounts due under the US$150 million Senior Secured Notes Series A decreased by CAN$7.4 million at the end of the fourth quarter compared to August 31, 2006 due to the Canadian dollar's appreciation. Since the Senior Secured Notes Series A are fully hedged, the fluctuation is offset by a variation in deferred credit as described in Note 9 of the fourth quarter 2007 interim financial statements. The CAN$80.2 million deferred credit represents the difference between the quarter-end exchange rate and the exchange rate on the cross-currency swap agreements, which determine the liability for interest and principal payments on the Senior Secured Notes Series A.

As noted in the MD&A of the 2006 annual report, Cogeco Cable's net investments in self-sustaining foreign subsidiaries are exposed to market risk attributable to fluctuations in foreign currency exchange rate, primarily changes in the values of the Canadian dollar versus the euro. This risk is mitigated since the major part of the purchase price for Cabovisao was borrowed directly in euros. This debt is designated as a hedge of net investments in self-sustaining foreign subsidiaries and, accordingly, Cogeco Cable realized a foreign exchange gain of CAN$1.3 million in fiscal 2007, which is deferred and recorded in the foreign currency translation adjustment. The exchange rate used to convert the euro currency into Canadian dollars for the balance sheet accounts as at August 31, 2007 was $1.4390 per euro compared to $1.4156 per euro as at August 31, 2006. The average exchange rate prevailing during the fourth quarter and fiscal 2007 used to convert the operating results of the Portuguese operations were $1.4374 per euro and $1.4803 per euro, respectively.

                        CABLE SECTOR

CUSTOMER STATISTICS

Canadian operations

                                                                    % of
                                                             Penetration
                                       Net additions (losses)      (1)(4)
                            Quarters ended       Years ended
                                 August 31,        August 31,  August 31,
------------------------------------------------------------------------
                 August 31,
                      2007     2007    2006     2007    2006   2007 2006
------------------------------------------------------------------------
RGUs(2)          1,788,508   39,656  44,243  232,572 208,203      -    -
Basic Cable
 service
 customers         849,157   (2,627)    685   15,980  11,744      -    -
HSI service
 customers(3)      415,836   12,363  12,601   72,756  65,432   52.2 44.3
Digital
 Television
 service
 customers         379,879    8,747  10,563   52,515  80,160   45.8 40.0
Telephony
 service
 customers         143,636   21,173  20,394   91,321  50,867   21.7 10.4


(1) As a percentage of Basic Cable service customers in areas served.
(2) Represent the sum of Basic Cable, HSI, Digital Television and Telephony
    service customers.
(3) Customers subscribing only to HSI or Telephony services totalled 68,367
    as at August 31, 2007 compared to 61,208 as at August 31, 2006.
(4) An audit of homes passed in Ontario was completed during the first
    quarter of fiscal 2007 and, as a result, the number of homes passed was
    reduced by 42,386.

In the fourth quarter of 2007, net additions were lower than for the same period last year mainly due to a reduction in Basic Cable service customers and to a slower growth of Digital Television service customers. During the fourth quarter, Telephony customers grew by 21,173 to reach 143,636 compared to a growth of 20,394 for the same period last year. This growth is mostly attributable to the launch of the service in new markets and increased penetration in areas where the service is already offered. Coverage of homes passed has now reached 78% compared to 66% last year. The net losses of Basic Cable service in the fourth quarter reached 2,627 customers, compared to a gain of 685 customers for the same period last year, mainly due to less generous promotional offers to Basic Cable customers in the fourth quarter 2007 compared to the same period the year before.

The number of net additions to HSI service stood at 12,363 customers compared to 12,601 customers for the same period last year. During the fourth quarter 2007, the HSI customer net additions is mostly due to the enhancement of the product offering, the impact of the bundled offer of Television, HSI and Telephony services (Cogeco Complete Connection), and promotional activities.

The net additions of Digital Television service customers stood at 8,747 customers compared to 10,563 customers for the same period last year. The decrease in net additions this quarter compared to the same quarter last year reflects a maturation of the digital TV segment following a period of robust growth, especially in the second half of fiscal 2006. Nevertheless, customers continue to demonstrate strong interest in HD technology. Furthermore, Cogeco Cable adjusted the service offering and price gap differential between Analogue Television services and Digital Television services in the second half of fiscal 2006, which has also contributed to a moderation of the strong growth experienced in fiscal 2006.

Portuguese operations

                                                                    % of
                                                             Penetration
                                      Net additions (losses)          (1)
                            Quarters ended      Years ended
                                 August 31,       August 31,   August 31,
------------------------------------------------------------------------
                 August 31,
                      2007     2007    2006(3) 2007    2006(3) 2007 2006
------------------------------------------------------------------------
RGUs(2)            697,157    9,920   3,141  68,116   3,141       -    -
Basic Cable
 service
 customers         294,003    4,756   1,117  24,309   1,117       -    -
HSI service
 customers         160,023    2,936   1,165  23,745   1,165    54.4 50.5
Telephony
 service
 customers         243,131    2,228     859  20,062     859    82.7 82.7


(1) As a percentage of Basic Cable service customers in areas served.
(2) Represent the sum of Basic Cable, HSI and Telephony service customers.
(3) Customer additions are for the month of August 2006.

For the fourth quarter, all services generated customer growth as anticipated from Cogeco Cable's guidelines, except for the Telephony service net additions, which were lower than expected, but the service penetration compared to Basic Cable customers remained the same. Basic Cable service grew by 4,756 customers, HSI service by 2,936 customers and Telephony service by 2,228 customers.

OPERATING RESULTS

($000s, except
 percentages)      Quarters ended August 31,       Years ended August 31,
                                 (unaudited)                    (audited)

                                           %                           %
                       2007     2006  Change       2007      2006 Change
                                  (1)                          (1)
------------------------------------------------------------------------
Revenue           $244,314  $174,875    39.7   $938,880  $620,001   51.4

Operating costs    141,888   102,011    39.1    559,559   358,631   56.0

Management fees
 - COGECO Inc.           -         -       -      8,568     8,392    2.1

Operating
 income
 before
 amortization      102,426    72,864    40.6    370,753   252,978   46.6

Operating margin      41.9%     41.7%              39.5%     40.8%

(1) Include operating results of Cabovisao since the date of acquisition of
    control on August 1, 2006.

Revenue

In the fourth quarter of fiscal 2007, consolidated revenue grew by $69.4 million, or 39.7%, to reach $244.3 million and by $318.9 million, or 51.4%, to reach $938.9 million for fiscal 2007. For the fourth quarter 2007, revenue increased at a lower pace than that of fiscal 2007, mainly due to the consolidation of the three-month period of the Portuguese operations financial results compared to a one-month period in 2006. Canadian operations revenue, driven by an increased number of customers in Basic Cable, HSI, Telephony and Digital Television services as well as rate increases, went up by $30.4 million, or 19.3%, in the fourth quarter and by $110.9 million, or 18.4%, for fiscal 2007. Portuguese operations revenue amounted to $55.9 million for the fourth quarter of fiscal 2007 and to $224.8 million for fiscal 2007 compared to a one-month period in 2006 of $16.9 million.

Operating costs

For the fourth quarter and fiscal 2007, operating costs excluding management fees payable to COGECO Inc., increased by $39.9 million, or 39.1%, and by $ 200.9 million, or 56%, to reach $141.9 million and $559.6 million, respectively. For the fourth quarter 2007, operating costs increased at a lower pace than that of fiscal 2007, mainly due to the consolidation of the 2007 three-month period of the Portuguese operations financial results compared to a one-month period in 2006. For fiscal 2007, operating costs increase was mainly due to the inclusion of the operating costs of Cabovisao and to the servicing of additional RGUs, including the increased penetration of Telephony service in Canada.

Operating income before amortization

For the fourth quarter and fiscal 2007, operating income before amortization increased by $29.6 million, or 40.6%, to reach $102.4 million and by $117.8 million, or 46.6% to reach $370.8 million, respectively, as a result of RGU growth, the consolidation of the Portuguese operations and various rate increases outpacing operating cost increases. Cogeco Cable's fourth quarter 2007 operating margin increased to 41.9% from 41.7% due to rate increases implemented during the third quarter of fiscal 2007 and the improvement of the operating margin of the Portuguese operations from 29.5% in 2006 to 37.3% in the fourth quarter of fiscal 2007. For fiscal 2007, the operating margin declined to 39.5% from 40.8% as a result of the Telephony deployment in Canada and the consolidation of the twelve-month period of the Portuguese operations' lower operating margin. The operating margin for fiscal 2007 is slightly higher than management's third quarter revised guidelines.

                                       MEDIA SECTOR

OPERATING RESULTS

($000s, except
 percentages)      Quarters ended August 31,       Years ended August 31,
                                 (unaudited)                    (audited)

                                           %                           %
                       2007     2006  Change       2007      2006 Change
------------------------------------------------------------------------

Revenue             $25,063  $24,527     2.2   $132,426  $127,109    4.2

Operating costs      26,602   27,315    (2.6)   132,142   127,730    3.5

Operating
 income (loss)
 before
 amortization        (1,539)  (2,788)      -        284      (621)     -

Operating margin       (6.1)%  (11.4)%              0.2%     (0.5)%

Revenue

During the fourth quarter of fiscal 2007, revenue stood at $25.1 million, an increase of $0.5 million, or 2.2%, compared to the same period last year. For fiscal 2007, revenue increased by $5.3 million, or 4.2%, to reach $132.4 million. During these periods, radio revenue increased by 4.3% and 13.8% respectively, mainly due to improved audience ratings. Television revenue increased by 1.4% in the fourth quarter and by 1.8% for fiscal 2007, compared to last year, even if the market conditions are difficult for general interest television services.

Operating income before amortization

The operating loss before amortization was reduced by $1.2 million and by $0.9 million in the fourth quarter and fiscal 2007, respectively, compared to last year. For the fourth quarter and fiscal 2007, TQS's operating loss before amortization decreased as a result of higher revenue growth and an overall reduction of operating costs. Radio's operating income before amortization remained essentially the same in the fourth quarter and increased for fiscal 2007 due to revenue growth.

FISCAL 2008 FINANCIAL GUIDELINES

The Company has revised its consolidated projections to take into consideration the issuance by Cogeco Cable of 3,000,000 subordinate voting shares on August 9, 2007 for a gross proceed of $153,450,000. The result of this share issuance should reduce financial expense from $80 million to $72 million and increase free cash flow from $60 million to $65 million in the cable sector, and increase the Company's net income from $28 million to $30 million and free cash flow from $60 million to $65 million.

The Company is maintaining all of its other guidelines in the cable and media sectors.

------------------------------------------------------------------------
------------------------------------------------------------------------

($ million, except customer data)                            Projections
                                                             Fiscal 2008
------------------------------------------------------------------------
Consolidated Financial Guidelines
  Revenue                                                          1,190
  Operating income before amortization                               425
  Net income                                                          30(1)
  Free cash flow                                                      65(1)

------------------------------------------------------------------------
Cable sector-
Financial Guidelines
  Revenue                                                          1,050
  Operating income before amortization                               425
  Operating margin                                             40% to 41%
  Financial expense                                                   72(1)
  Amortization                                                       215
  Capital expenditures and deferred charges                          260
  Free cash flow                                                      65(1)

Customer Addition Guidelines
  Basic Cable service                                             30,000
  HSI services                                                    75,000
  Digital Television service                                      54,000
  Telephony service                                              100,000
  RGUs                                                           259,000

------------------------------------------------------------------------
Media sector-
Financial Guidelines
  Revenue                                                            140
  Operating income before amortization                            1 to 3
  Amortization                                                         7
  Capital expenditures and deferred charges                            7
------------------------------------------------------------------------
------------------------------------------------------------------------

(1) Revised projections taking into account the issuance of 3,000,000
    subordinate voting shares by Cogeco Cable on August 9, 2007 for a gross
    proceed of $153,450,000.

UNCERTAINTIES AND MAIN RISK FACTORS

This section outlines general as well as more specific risks faced by COGECO and its subsidiaries that could significantly affect the financial condition, operating results or business of the Company. It does not purport to cover all contingencies, or to describe all possible factors that might have an influence on the Company or its activities at any point in time. Furthermore, the risks and uncertainties outlined in this section may or may not materialize in the end, may evolve differently than expected, or may have different consequences than those that are being presently anticipated.

COGECO applies an on-going risk management process that includes a quarterly assessment of risks for the Company and its subsidiaries, under the oversight of the Audit Committee. As part of this process, the Company endeavours to identify risks that are liable to have a major impact on the Company's financial situation, revenue or activities, and to mitigate such risks proactively as may be reasonable and appropriate in the circumstances. This section reflects management's current views on uncertainties and main risk factors.

Risks pertaining to markets and competition

Cable sector

Electronic communications markets are evolving rapidly both in Canada and Portugal and are increasingly competitive. Rivalry between terrestrial wireline and wireless, as well as satellite service providers is unfolding over individual as well as bundles of services, including fixed and mobile voice communications, Internet access, data, audio and video content delivery, electronic programming guides and navigation tools, security and other related or incidental services. In this converged environment, competitors strive to meet all the electronic communications needs of residential and business customers and thus obtain maximum share of their overall electronic communications budget. Rivalry extends over several elements, including the features of individual services, the composition of service bundles, prices and perceived value, promotional or introductory offers, duration of the commitment by the customer, terminal devices and customer service.

Cable telecommunications providers have successfully entered into the residential voice communications markets traditionally dominated by the incumbent telephone companies and they continue to attract a growing base of residential telephone customers. The telephone companies are increasingly involved in competitive audio and video content delivery, both on their fixed and mobile networks, and they continue to dominate the provision of voice and data services to business customers.

The substantial cost of broadband facilities and broadband customer acquisition, combined with the growth of revenue generating units achieved by competitors generally, tend to make outright price wars on individual services and service bundles less appealing as a competitive strategy. However, as markets mature and penetration gains for high speed Internet access, digital video and telephony services abate, retail pricing strategies are likely to become more aggressive, with resulting downward pressure on operating margins both for individual services and service bundles.

Cogeco Cable provides "double-play" and "triple-play" service bundles both in Canada and in Portugal, with various combinations of Telephony, HSI and Television services being offered at attractive bundle prices. "Quadruple-play" service bundles that include mobile communications are becoming available, but so far they have had limited effect on relative market shares for double-play or triple-play service bundles. Cogeco Cable continues to focus on its existing lines of service with a view to capturing the remaining growth opportunities for HSI, Digital Television and Telephony services in its footprint, making the most efficient use of its own hybrid fibre-coaxial (HFC) plant. As markets evolve and mobility becomes a more cost-effective substitute to wireline communications, Cogeco Cable may need to add mobility components to its service bundles, through suitable mobile virtual network arrangements with existing or future mobile operators, or otherwise through new wireless alternatives. The capital and operating expenditures eventually required to offer quadruple-play service bundles may not be offset by the incremental revenue that such new bundles would generate, thus resulting in downward pressure on operating margins.

In Canada, Cogeco Cable faces competition in its service areas mainly from a few large integrated telecommunications service providers. The largest, BCE Inc., offers through its various subsidiaries and income trusts a full range of competitive voice, data and video services to residential, as well as business, customers in the Provinces of Ontario and Quebec through a combination of fixed wireline (Bell Canada, Telebec), mobile wireless (Bell Mobility) and satellite (Bell ExpressVu) platforms. BCE Inc. was the subject of a takeover earlier this year by a group of institutional investors led by the Ontario Teachers' Pension Plan, with closing of the transaction expected to take place in the earlier part of 2008. It is not known at this time to what extent the changes in the ownership and management of this major competitor will affect market dynamics in the two Provinces, notably with respect to the anticipated rollout of IPTV services over its fixed wireline platform. Telus Communications Company competes with all of Cogeco Cable's services in the Lower St. Lawrence area of the Province of Quebec through the use of its wireline network, and throughout Cogeco Cable's Canadian footprint through the use of its mobile telecommunications network. However, Cogeco Cable's Telephony service is provided with the assistance of certain Telus carrier services through a multi-year contractual arrangement. Star Choice Television Network Incorporated, an indirect subsidiary of Shaw Communications Inc., competes for video and audio distribution services throughout Cogeco Cable's Canadian footprint. Rogers Wireless Communications Inc., a subsidiary of Rogers Communications Inc., operates a mobile telecommunications network in Ontario and Quebec and is the owner of the Inukshuk broadband wireless network in partnership with Bell Mobility. Rogers Cablesystems Inc., the cable subsidiary of Rogers Communications Inc. has recently applied for licensed service area extensions covering the Burlington, Oakville and Milton areas, which are part of Cogeco Cable's footprint in Ontario. Videotron Ltd., an indirect subsidiary of Quebecor Inc., offers competitive mobile telecommunications services in Cogeco Cable's Quebec footprint. Cogeco Cable also competes with other telecommunications service providers, including Vonage, Primus and Rogers Home Phone (formerly known as Sprint), and with alternative service providers that use resale or third-party access arrangements in effect. It is anticipated that the federal Department of Industry Canada will proceed soon with the advanced wireless spectrum (AWS) auction, which could lead to new entrants entering the wireless telecommunications markets in Canada on a national, regional or local basis, and incumbent wireless carriers obtaining more spectrum for th

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