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Cogeco Communications Inc. — Management Reports 2025
Oct 30, 2025
43017_rns_2025-10-29_223ced78-5ff1-4eff-983e-43005051ce01.pdf
Management Reports
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Management's discussion and analysis ("MD&A")
MD&A
| MD&A | |||
|---|---|---|---|
| Forward-looking statements ................................................ | 13 | Quarterly operating results ....................................................... | 46 |
| Overview of the business ....................................................... | 14 | Fiscal 2026 financial guidelines ................................................ | 56 |
| Consolidated operating and financial results .................... | 22 | Sustainability strategy ................................................................ | 57 |
| Segmented operating and financial results ....................... | 27 | Uncertainties and main risk factors ......................................... | 57 |
| Related party transactions .................................................... | 31 | Controls and procedures ........................................................... | 74 |
| Cash flow analysis ................................................................... | 32 | Accounting policies ..................................................................... | 74 |
| Financial position .................................................................... | 36 | Non-IFRS Accounting Standards and other financial measures .................................................................................... |
77 |
| Capital resources and liquidity ............................................. | 37 |
12 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
1. Forward-looking statements
Certain statements contained in this Management's Discussion and Analysis ("MD&A") constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to Cogeco Communications Inc.'s ("Cogeco Communications" or the "Corporation") 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. Particularly, statements relating to the Corporation's financial guidelines, future operating results and economic performance, objectives and strategies are forward-looking statements. These statements are based on certain factors and assumptions including expected growth, results of operations, purchase price allocation, tax rates, weighted average cost of capital, performance and business prospects and opportunities, which Cogeco Communications believes are reasonable as of the current date. Refer in particular to the "Corporate objectives and strategy" and "Fiscal 2026 financial guidelines" sections of the current MD&A for a discussion of certain key economic, market and operational assumptions we have made in preparing forward-looking statements. While management considers these assumptions to be reasonable based on information currently available to the Corporation, they may prove to be incorrect. Forward-looking information is also subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what Cogeco Communications currently expects. These factors include risks such as general market conditions, competitive risks (including changing competitive and technology ecosystems and disruptive competitive strategies adopted by our competitors), business risks, regulatory risks (including changes in laws or government policies and the impact of regulatory decisions, such as those of the Canadian Radio-television and Telecommunications Commission ("CRTC") in Canada or of the Federal Communications Commission in the U.S.), tax risks, technology risks (including the evolution of technology and the threat of cybersecurity), financial risks (including variations in currency and interest rates), economic conditions (including inflation pressuring revenue, trade tariffs, reduced consumer spending and increasing costs), talent management risks (including the highly competitive market for a limited pool of digitally skilled employees), human-caused and natural threats to the Corporation's network (including increased frequency of extreme weather events with the potential to disrupt operations), infrastructure and systems, sustainability and sustainability reporting risks, ethical behavior risks, ownership risks, litigation risks and public health and safety, many of which are beyond the Corporation's control. For more exhaustive information on these risks and uncertainties, the reader should refer to the "Uncertainties and main risk factors" section of the current MD&A. These factors are not intended to represent a complete list of the factors that could affect Cogeco Communications and future events and results may vary significantly from what management currently foresees. The reader should not place undue importance on forward-looking information contained in this MD&A and the forward-looking statements contained in this MD&A represent Cogeco Communications' expectations as of the date of this MD&A (or as of the date they are otherwise stated to be made) and are subject to change after such date. While management may elect to do so, the Corporation is under no obligation (and expressly disclaims any such obligation) and does not undertake to update or alter this information at any particular time, whether as a result of new information, future events or otherwise, except as required by law.
All amounts are stated in Canadian dollars unless otherwise indicated. This report should be read in conjunction with the Corporation's consolidated financial statements and the notes thereto prepared in accordance with IFRS[®] Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") for the year ended August 31, 2025.
In preparing this MD&A, the Corporation has taken into account information available up to October 29, 2025, the date of this MD&A, unless otherwise indicated. Additional information relating to the Corporation, including its Annual Information Form, is available on SEDAR+ at www.sedarplus.ca or on the Corporation's website at corpo.cogeco.com.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 13
2. Overview of the business
Cogeco Communications, a telecommunications corporation, provides Internet, wireless, video and wireline phone services to residential and business customers in Canada and in the United States. The Corporation's results are reported in two operating segments: Canadian telecommunications and American telecommunications.
2.1 Canadian and American telecommunications segments
Description of services
The Canadian telecommunications activities are carried out by Cogeco Connexion under the Cogeco and oxio brands in Canada, and the American telecommunications activities are carried out under the Breezeline brand in thirteen U.S. states: Connecticut, Delaware, Florida, Maine, Maryland, Massachusetts, New Hampshire, New York, Ohio, Pennsylvania, South Carolina, Virginia and West Virginia.
The following services represent our core suite of offerings:
Internet services: We offer a wide range of Internet packages with top download speeds of up to 2 Gbps in Canada, 1 Gbps in the United States, and up to 10 Gbps for commercial subscribers in both countries. We also offer best-in-class managed WiFi, with home Wi-Fi solutions. These solutions improve the overall customer experience by providing expanded Wi-Fi coverage with enhanced reliability and consistent speed in every area of the home. Both Cogeco Connexion and Breezeline's home Wi-Fi solutions include self-installation options.
Video services: We offer our subscribers a full array of video services and programming offerings, including through an Internet protocol television ("IPTV") service, branded EPICO in Canada and Breezeline Stream TV in the U.S. Our subscribers have access to a basic service, various tier packages, video on demand ("VOD") services, advanced video services and payper-view ("PPV") channels for Canadian subscribers. Video services are available on retail devices such as Apple TV, Roku, Samsung, and Amazon Fire TV, as well as on Android and Apple mobile phones and tablets, allowing for subscribers to watch what they want on multiple screens.
Wireline phone services: Wireline phone services use Internet protocol ("IP") to transport digitized voice signals over the same private network that brings video and Internet services to subscribers. Residential customers can subscribe to different packages. All wireline phone residential subscribers have access to direct international calling and can subscribe to various long distance plans, voicemail and other popular custom calling features.
Wireless services : In fiscal 2024, Breezeline launched its wireless service across most of its United States wireline footprint. Breezeline Mobile is offered as a bundle to new and existing Breezeline's residential Internet subscribers, through a mobile virtual network operator ("MVNO") agreement with a major wireless network operator and an agreement with a national technology service company. In Canada, Cogeco Connexion entered into two key supplier agreements last year, giving it access to wireless services across its Canadian footprint through a five-year MVNO agreement with a national wireless network operator. This enabled Cogeco Connexion to successfully launch its wireless service in 13 markets in fiscal 2025, which was subsequently expanded across the majority of its operating footprint in October 2025. Cogeco Mobile is available to new and existing Cogeco Internet subscribers who bring their own device, on a bundled basis.
We actively bundle our services together, offering competitive prices, which promotes cross-selling within our subscriber base and attracts new customers.
Business services: We offer to our business subscribers, depending on the area, a wide range of Internet packages, video services, voice services and other advanced network connectivity services, such as dedicated fibre, session initiation protocol ("SIP") or primary rate interface ("PRI") trunking solutions and hosted private branch exchange ("HPBX") solutions, as well as managed business Wi-Fi ("MBW") for our Canadian business subscribers.
Networks and infrastructure
Cogeco Connexion and Breezeline provide residential Internet, video and wireline phone services as well as business services through advanced fibre optic and two-way telecommunications distribution networks. Cogeco Connexion and Breezeline deliver these services through their own long-distance fibre optic systems, advanced hybrid fibre-coaxial ("HFC") telecommunications distribution networks, point-to-point fibre networks and fibre-to-the-home ("FTTH") network technologies.
14 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
Cogeco Connexion's distribution network covers a large territory from Western Ontario to Eastern Québec. Breezeline's distribution network covers thirteen states along the East Coast of the United States, from Maine to Florida, as well as Pennsylvania and Ohio. Each of Cogeco Connexion and Breezeline's core transport networks have a broad reach and are designed to easily interconnect, at very high speed, their many local distribution systems to video content providers, other telecommunications provider networks, software application providers and the Internet.
We regularly invest in our network to increase capacity to meet demand, to upgrade the capabilities of our HFC network, and to expand our network footprint. Capacity expansion is accomplished through upgrades to our fibre-based core network, and densification of local distribution nodes. HFC upgrades are done through a combination of equipment upgrades and more efficient use of in-wire spectrum. FTTH is the predominant technology for footprint expansion, with some HFC build in locations that are immediately adjacent to established areas.
This combination of fibre optic and coaxial cable allows us to optimize the delivery of high quality networks through efficient capital investments. Cogeco Connexion and Breezeline's current FTTH deployment utilizes Passive Optical Networking ("PON") technology, as it is a robust solution offering subscribers symmetrical speeds. HFC networks are based on CableLabs Specification to deliver Internet and business services over HFC networks. DOCSIS has numerous advanced features to ensure continuous transmission and high-quality service delivery. In addition, this technology provides a flexible and expandable platform to further increase IP transmission speeds and to provide other products such as symmetrical services, which are particularly well suited for commercial subscriber applications. Cogeco Connexion offers Internet download speeds of 1+ Gbps in approximately 92% of its broadband footprint, including speeds of up to 2 Gbps in approximately 40% of it. Breezeline offers up to 1 Gbps Internet download speeds to approximately 98% of its footprint of serviceable homes and businesses. Higher speed packages are available to businesses and on a bespoke basis. Cogeco Connexion and Breezeline intend to continue deploying Gbps speeds in the coming years using the DOCSIS 3.1 technology and selectively deploy DOCSIS 4.0, capable of offering 8 to 10 Gbps download speeds.
Cogeco Connexion and Breezeline's wireline phone service uses Voice over Internet Protocol ("VoIP") technology which makes it possible to have a telephone conversation over an Internet IP network instead of dedicated voice transmission lines. IP networks allow the elimination of circuit switching phone equipment and the associated waste of bandwidth. Instead, packet switching is used, whereby IP packets with voice data are sent over the network only when data needs to be sent, for example when a caller is talking. VoIP's advantages over traditional telephony systems include lower costs per call and lower infrastructure costs as, once the IP infrastructure is installed, little or no additional phone infrastructure is needed.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 15
2.2 Corporate objectives and strategy
Our vision is to deliver sustainable value to our stakeholders, including our customers, communities, colleagues, suppliers and shareholders. Our mission is to bring people together through powerful communication and entertainment experiences.
Strategy for growth
We continue to drive business performance by leveraging our mid-size scale, our unique and unified North American platform, and our recent entry into the Canadian and U.S. wireless sector. Our growth strategy capitalizes on our fibre-powered networks, lean and increasingly digitized organization, and innovative products and services. We are committed to offering a compelling customer experience and to maintaining deep connections with the communities we serve.
Transforming to deliver sustainable growth
To ensure our continued success, last year we announced a new operating model and a three-year transformation program that will allow us to sustain our growth, take our competitive agility to new heights, provide exceptional customer experience, and build a thriving culture.
==> picture [456 x 212] intentionally omitted <==
----- Start of picture text -----
1 Drive synergies
Sustain growth 1
2 Increase
digitization
Improve 2
competitive agility
Shareholder KEY Accelerate
OBJECTIVES 3
Value Creation PRIORITIES advanced analytics
Provide exceptional 3
customer experience
4 Complete
network expansion
Build a 4
thriving culture
5 Ramp-up wireless
----- End of picture text -----
SHAREHOLDER VALUE CREATION remains at the forefront of everything we do, including positioning the Corporation for a sustainable growth trajectory by broadening our product offering, reaching new segments and markets, and accelerating our digital and analytics capabilities.
16 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
Our key priorities are as follows:
1 - DRIVE SYNERGIES - Further harmonize processes, technologies, systems, and platforms across the U.S. and Canada to simplify our operations, increase performance, and generate efficiencies.
| 1 - DRIVE SYNERGIES - Further harmonize processes, technologies, systems, and platforms across the U.S. and Canada to simplify our operations, increase performance, and generate efficiencies. |
1 - DRIVE SYNERGIES - Further harmonize processes, technologies, systems, and platforms across the U.S. and Canada to simplify our operations, increase performance, and generate efficiencies. |
|---|---|
| FISCAL 2025 KEY ACHIEVEMENTS |
• Unified our Canadian and American operations. • Drove cost and performance synergies in management and support functions. • Optimized information technology activities (insourcing, outsourcing, consolidation of contracts). • Consolidated branding and marketing investment for greater impact. • Optimized video content offering. |
| FOCUS IN FISCAL 2026 |
• Continue to advance both organizational and technological synergies. |
| 2 - INCREASE DIGITIZATION - Drive revenue growth, cost reductions, simplified customer experience, and enhanced customer satisfaction by increasing the share of our sales and service transactions that are done digitally. |
2 - INCREASE DIGITIZATION - Drive revenue growth, cost reductions, simplified customer experience, and enhanced customer satisfaction by increasing the share of our sales and service transactions that are done digitally. |
|---|---|
| FISCAL 2025 KEY ACHIEVEMENTS |
• Accelerated the growth of oxio, our digital-only brand in Canada. • Reduced our volume of customer service calls by adding new digital self-serve tools, which provide an elevated customer experience. • Reduced our volume of service truck rolls through proactive issue prevention. • Optimized billing and payment strategy (including e-billing, increased share of debit payments to reduce costly credit payments). |
| FOCUS IN FISCAL 2026 |
• Scale up digital-first interactions with customers across our sales, service and support functions. |
3 - ACCELERATE ADVANCED ANALYTICS - Elevate our use of analytics and artificial intelligence (“AI”) to deploy more personalized customer offers, increase revenue, improve retention performance and optimize network management.
| 3 - ACCELERATE ADVANCED ANALYTICS - Elevate our use of analytics and artificial intelligence (“AI”) to deploy more personalized customer offers, increase revenue, improve retention performance and optimize network management. |
3 - ACCELERATE ADVANCED ANALYTICS - Elevate our use of analytics and artificial intelligence (“AI”) to deploy more personalized customer offers, increase revenue, improve retention performance and optimize network management. |
|---|---|
| FISCAL 2025 KEY ACHIEVEMENTS |
• Increased the number of AI models in production. • Implemented Generative AI tools across the entire organization. • Developed and evolved the foundational principles of AI and Data governance, including guidelines, best practices, and policies. |
| FOCUS IN FISCAL 2026 |
• Accelerate AI adoption and deployment throughout the business. |
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 17
4 - COMPLETE NETWORK EXPANSION - Selectively expand our wireline network into adjacent areas in a financially disciplined manner, including through government programs that subsidize broadband deployment in underserved regions.
| 4 - COMPLETE NETWORK EXPANSION - Selectively expand our wireline network into adjacent areas in a financially disciplined manner, including through government programs that subsidize broadband deployment in underserved regions. |
4 - COMPLETE NETWORK EXPANSION - Selectively expand our wireline network into adjacent areas in a financially disciplined manner, including through government programs that subsidize broadband deployment in underserved regions. |
|---|---|
| FISCAL 2025 KEY ACHIEVEMENTS |
• Added over 47,000 homes passed across Canada and the U.S. to bring high-speed Internet to unserved and underserved rural areas. • Pursued the upgrade of our networks using various technologies, ensuring that customers enjoy increasingly fast speeds and reliability. |
| FOCUS IN FISCAL 2026 |
• Pursue rural network expansion projects in Canada and the United States, partnering with local and federal connectivity programs. • Continue to evolve network speeds and reliability, using various technologies. |
5 - RAMP-UP WIRELESS - Enhance wireline customer acquisition and retention by growing penetration of our recently launched wireless offerings in both Canada and the U.S.
| 5 - RAMP-UP WIRELESS - Enhance wireline customer acquisition and retention by growing penetration of our recently launched wireless offerings in both Canada and the U.S. |
5 - RAMP-UP WIRELESS - Enhance wireline customer acquisition and retention by growing penetration of our recently launched wireless offerings in both Canada and the U.S. |
|---|---|
| FISCAL 2025 KEY ACHIEVEMENTS |
• Launched a new wireless service for Canadian customers. • Continued to ramp up Breezeline Mobile sales by bundling the products with broadband services. |
| FOCUS IN FISCAL 2026 |
• Grow wireless penetration in both Canada and the U.S. |
Looking further into the future, we intend to invest up to $100 million of capital into longer-term opportunities with new growth prospects. It is anticipated that these funds will be invested over a five-year period on an exploratory basis with the objective of generating attractive long-term returns.
18 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
2.3 Business developments
Successfully launched wireless service in Canada, providing more choices to Canadian customers
Building on the launch of wireless in the United States last year, Cogeco Communications further expanded its wireless service offerings with the launch in Canada in July 2025. This initial launch covered 13 markets across Québec and Ontario, and was subsequently expanded across the majority of its operating footprint in October 2025. Cogeco Mobile is available to new and existing Cogeco Internet subscribers who bring their own device, on a bundled basis.
High-speed Internet network expansion in Canada and the United States
As part of its plan to extend its high-speed Internet coverage to underserved and unserved rural areas, the Corporation continued its Internet network expansion projects, mainly using fibre-to-the-home technology. The Corporation has added over 47,000[(i)] homes passed during fiscal 2025 and in total, over 296,000[(i)] organically since the beginning of fiscal 2022.
In Canada, over the past years, Cogeco Connexion has strategically invested in numerous fibre-to-the-home Internet network expansion projects in Québec and Ontario. These initiatives, partially funded by provincial and federal government programs, aim to extend high-speed Internet access to underserved areas. Last year, Cogeco Connexion successfully completed 13 high-speed Internet network expansion projects, bringing enhanced connectivity to 180 Québec municipalities. In fiscal 2025, two network expansion projects were completed in Ontario, and additional 17 high-speed Internet network expansion projects are currently underway in various regions of Ontario, set to benefit 36 municipalities.
In the United States, in fiscal 2025, Breezeline continued network expansion projects in select areas of Virginia, leveraging government-subsidized broadband initiatives to bring high-speed Internet to underserved communities. Going forward, Breezeline will focus on network upgrades within its footprint and geographical fibre-to-the-home network expansions in Maryland and Virginia.
2.4 Operating environment
The Corporation operates in an industry that provides essential services to residential and commercial consumers and is known for its resilience during various economic cycles. However, due to greater competitive intensity and changing video subscriber trends, the Corporation expects sustained pressure on its revenue and operating costs. In addition, adverse economic conditions, including the impact of the U.S. trade tariffs on the greater macroeconomic environment, for which the situation is constantly evolving, may cause customers to reduce or delay discretionary spending and/or result in higher costs and supply chain disruptions, which may pressure the Corporation's revenue and/or operating costs. To sustain its growth, the Corporation announced last year the adoption of a new operating model and a three-year transformation program centered on synergies, digitization, advanced analytics, network expansion and wireless.
The Corporation's results discussed herein may not be indicative of future operational trends and financial performance. Please refer to the "Forward-looking statements" section.
2.5 Key performance indicators
The following key performance indicators are closely monitored to ensure that business strategies and objectives are closely aligned with shareholder value creation. The key performance indicators are not measurements in accordance with IFRS Accounting Standards and should not be considered an alternative to other measures of performance in accordance with IFRS Accounting Standards. The Corporation's method of calculating key performance indicators may differ from other companies and, accordingly, these key performance indicators may not be comparable to similar measures presented by other companies. The Corporation measures its financial performance, with regard to its corporate objectives, by monitoring revenue, adjusted EBITDA, net capital expenditures, capital intensity and free cash flow on a constant currency basis. The Corporation also measures net capital expenditures, capital intensity and free cash flow excluding network expansion projects as it provides a common basis for comparing the net capital expenditures to historical net capital expenditures prior to the acceleration of the network expansion projects and for assessing the impact of the network expansion projects on the net capital expenditures, capital intensity and free cash flow.
(i) During the fourth quarter of fiscal 2025, homes passed were adjusted following an exhaustive review of the calculation of American homes passed. This change has been applied retrospectively to the comparative figures.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 19
| (In millions of Canadian dollars, except percentages) |
Fiscal 2025performance and results Fiscal 2025 projections (constant currency) (1) Actuals In constant currency (1) (2) July 15, 2025 Revised projections (3) Achievement of the revised projections $ % increase (decrease) (4) $ % increase (decrease) (4) |
|---|---|
| Financial guidelines Revenue Adjusted EBITDA(2) Profit for the year(5) |
2,910 (2.2) 2,874 (3.4) Low single digit decline Achieved 1,443 — 1,426 (1.1) Stable Achieved 342 (3.5) N/A N/A N/A N/A |
| Net capital expenditures(2)(6) Net capital expenditures in connection with network expansion projects Acquisition of property, plant and equipment(5) |
588 (7.8) 580 (9.1) $600 to $650 Surpassed 108 (21.0) 108 (21.4) $110 to $150 Surpassed 596 (9.5) N/A N/A N/A N/A |
| Capital intensity(2) Capital intensity, excluding network expansion projects(2) |
20.2 % 20.2 % 20.5% to 22.5% Surpassed 16.5 % 16.4 % 16.5% to 18.5% Surpassed |
| Free cash flow(2) Free cash flow, excluding network expansion projects(2) Cash flows from operating activities(5) |
517 8.6 514 7.9 Stable Surpassed 626 2.0 621 1.3 Stable Achieved 1,138 (3.2) N/A N/A N/A N/A |
(1) Actual results and projections are presented in constant currency based on fiscal 2024 average foreign exchange rate of 1.3606 USD/CDN.
(2) Adjusted EBITDA and net capital expenditures are total of segments measures. Capital intensity is a supplementary financial measure. Constant currency basis, free cash flow and free cash flow, excluding network expansion projects are non-IFRS Accounting Standards measures. Change in constant currency, capital intensity, excluding network expansion projects, and capital intensity and capital intensity, excluding network expansion projects, both on a constant currency basis, are non-IFRS Accounting Standards ratios. These indicated terms do not have standardized definitions prescribed by IFRS Accounting Standards and therefore, may not be comparable to similar measures presented by other companies. For more information on these financial measures, including references to the specific sections within the MD&A, as applicable, for the reconciliations to the most directly comparable IFRS Accounting Standards measures, please consult the "Non-IFRS Accounting Standards and other financial measures" section.
(3) Fiscal 2025 financial guidelines were revised at the time of issuing fiscal 2025 third-quarter results for revenue, net capital expenditures, capital intensity and free cash flow, as the Corporation expected additional pressure on its revenue, particularly in the United States, driven by increased competition, while net capital expenditures were expected to be lower than under the previous financial guidelines, partially resulting from operational efficiencies following the combination of the Canadian and U.S. management teams. In addition, due to some better-than-anticipated transformation-related cost savings and lower expected net capital expenditures, free cash flow financial guidelines were revised as well.
(4) Percentage of changes compared to fiscal 2024.
(5) These are presented as the most directly comparable IFRS Accounting Standards measures and are not presented as part of the Corporation's fiscal 2025 projections.
(6) Net capital expenditures exclude non-cash acquisitions of right-of-use assets and the purchases, and related borrowing costs, of spectrum licences, and are presented net of government subsidies, including the utilization of those received in advance.
The Corporation achieved its revenue and adjusted EBITDA projections in constant currency mainly as a result of both the Canadian and American telecommunications segments being in line with expectations. As anticipated, the Corporation continued to face pressure on its revenue, particularly in the United States, driven by increased competition in its markets, especially for entry-level services and video services cord cutting. As the Corporation faced top-line headwinds, it has initiated several cost reduction initiatives and operating efficiencies across the organization, as part of its three-year transformation program, in order to minimize the revenue impact on adjusted EBITDA. As expected, these initiatives and operating efficiencies contributed in meeting its adjusted EBITDA projection.
On a constant currency basis, net capital expenditures, along with net capital expenditures in connection with network expansion projects and capital intensity, were lower than planned, surpassing the Corporation's projections, mostly due to operational efficiencies and the timing of certain initiatives. As for free cash flow on a constant currency basis, the Corporation surpassed its projections mainly due to lower net capital expenditures, as explained above, including lower than expected capital spending in connection with network expansion projects. Excluding network expansion projects, the Corporation also surpassed its capital intensity projections, while free cash flow was in line with expectations.
For further details on the Corporation's operating results, please refer to the "Consolidated operating and financial results", the "Segmented operating and financial results" and the "Cash flows analysis" sections.
20 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
2.6 Three-year annual financial highlights
| 2.6 Three-year annual financial highlights | ||
|---|---|---|
| Years ended August 31 (In thousands of Canadian dollars, except percentages andper share data) |
2025 $ |
2024 2023 (1) $ $ |
| Operations Revenue Adjusted EBITDA(2) Adjusted EBITDA margin(2) Acquisition, integration, restructuring and other costs Impairment of property, plant and equipment Profit for the year Profit for theyear attributable to owners of the Corporation |
2,910,493 1,442,645 49.6 % 23,320 |
2,976,524 2,984,128 1,442,314 1,421,066 48.5 % 47.6 % 59,731 36,225 14,862 — 354,132 417,972 335,534 392,273 |
| 1,574 341,787 |
||
| 322,579 | ||
| Cash flow Cash flows from operating activities Free cash flow(1)(2) |
1,138,009 | 1,175,219 962,905 476,021 418,056 |
| 517,188 | ||
| Acquisition of property, plant and equipment Net capital expenditures(2)(3) |
596,172 588,276 |
659,090 802,830 637,833 699,506 |
| Capital intensity (2) | 20.2 % | 21.4 % 23.4 % |
| Per share data(4) Earnings per share Basic Diluted Dividendsper share |
7.66 7.60 |
7.87 8.78 7.83 8.75 3.416 3.104 |
| 3.688 | ||
| As at (In thousands of Canadian dollars, except percentages) |
August 31, 2025 $ |
August 31, 2024 August 31, 2023 $ $ |
| Financial condition Cash and cash equivalents Total assets Long-term debt Current Non-current Net indebtedness(2) Long-term financial liabilities(5) Equity attributable to owners of the Corporation Return on equity (2) |
75,152 | 76,335 362,921 9,675,009 9,768,370 361,808 41,765 4,448,261 4,979,241 4,803,629 4,749,214 4,457,898 4,979,241 2,979,691 2,957,797 11.3 % 13.7 % |
| 9,692,395 43,632 4,510,769 4,527,171 4,532,245 3,160,522 10.5 % |
||
(1) During the fourth quarter of fiscal 2024, the Corporation updated its free cash flow calculation to include proceeds on disposals of property, plant and equipment, which includes proceeds from sale and leaseback transactions. Comparative figures were restated to conform to the current presentation. For further details, please refer to the "Non-IFRS Accounting Standards and other financial measures" section.
(2) Adjusted EBITDA and net capital expenditures are total of segments measures. Adjusted EBITDA margin, capital intensity and return on equity are supplementary financial measures. Free cash flow is a non-IFRS Accounting Standards measure. Net indebtedness is a capital management measure. These indicated terms do not have standardized definitions prescribed by IFRS Accounting Standards and therefore, may not be comparable to similar measures presented by other companies. For more information on these financial measures, please consult the "Non-IFRS Accounting Standards and other financial measures" section.
(3) Net capital expenditures exclude non-cash acquisitions of right-of-use assets and the purchases, and related borrowing costs, of spectrum licences, and are presented net of government subsidies, including the utilization of those received in advance.
(4) Per multiple and subordinate voting shares.
(5) Long-term financial liabilities include mainly long-term debt and derivative financial instruments.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 21
3. Consolidated operating and financial results
3.1 Consolidated performance
| Years ended August 31 (In thousands of Canadian dollars, except percentages) |
2025 Actual (1) Foreign exchange impact In constant currency (2) $ $ $ |
2024 Change Actual Actual In constant currency $ % % |
|---|---|---|
| Revenue Operating expenses Management fees – Cogeco Inc. |
2,910,493 (36,120) 2,874,373 1,449,632 (19,254) 1,430,378 18,216 — 18,216 |
2,976,524 (2.2) (3.4) 1,513,258 (4.2) (5.5) 20,952 (13.1) (13.1) |
| Adjusted EBITDA | 1,442,645 (16,866) 1,425,779 |
1,442,314 — (1.1) |
| Adjusted EBITDA margin | 49.6 % | 48.5 % |
| Net capital expenditures Capital intensity |
588,276 (8,395) 579,881 20.2 % |
637,833 (7.8) (9.1) 21.4 % |
(1) For fiscal 2025, the average foreign exchange rate used for translation was 1.3962 USD/CDN.
(2) Fiscal 2025 in constant currency is translated at the average foreign exchange rate of fiscal 2024, which was 1.3606 USD/CDN.
Revenue
| Change in | Foreign | |||||
|---|---|---|---|---|---|---|
| Years ended August 31 | 2025 | 2024 | Change | constant currency |
exchange impact |
(1) |
| (In thousands of Canadian dollars, except percentages) | $ | $ | % | % | $ | |
| Canadian telecommunications | 1,495,308 | 1,510,506 | (1.0) | (1.0) | — | |
| American telecommunications | 1,415,185 | 1,466,018 | (3.5) | (5.9) | (36,120) | |
| 2,910,493 | 2,976,524 | (2.2) | (3.4) | (36,120) |
(1) Foreign exchange impact is a non-IFRS Accounting Standards measure. This indicated term does not have a standardized definition prescribed by IFRS Accounting Standards and therefore, may not be comparable to similar measures presented by other companies. For more information on this financial measure, including references to the specific sections within the MD&A, as applicable, for the reconciliations to the most directly comparable IFRS Accounting Standards measures, please consult the "Non-IFRS Accounting Standards and other financial measures" section.
Fiscal 2025 revenue decreased by 2.2% (3.4% in constant currency). The decrease in constant currency is mainly due to:
-
a decline in the American telecommunications segment's subscriber base, especially for entry-level services, and a higher proportion of customers subscribing to Internet-only services; and
-
lower revenue in the Canadian telecommunications segment, mainly due to a lower revenue per customer as a result of a decline in video and wireline phone service subscribers, as an increasing proportion of customers subscribe to Internet-only services, as well as a competitive pricing environment. The decrease was offset in part by the cumulative effect of high-speed Internet service additions over the past year and revenue from the Niagara Regional Broadband Network ("NRBN") acquisition, which was completed on February 5, 2024.
Operating expenses
| Change in | Foreign | ||||
|---|---|---|---|---|---|
| constant | exchange | ||||
| Years ended August 31 | 2025 | 2024 | Change | currency | impact |
| (In thousands of Canadian dollars, except percentages) | $ | $ | % | % | $ |
| Canadian telecommunications | 704,586 | 710,706 | (0.9) | (1.0) | (1,135) |
| American telecommunications | 711,775 | 759,658 | (6.3) | (8.7) | (18,104) |
| Corporate and eliminations | 33,271 | 42,894 | (22.4) | (22.5) | (15) |
| 1,449,632 | 1,513,258 | (4.2) | (5.5) | (19,254) |
22 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
Fiscal 2025 operating expenses decreased by 4.2% (5.5% in constant currency). The decrease in constant currency is mainly driven by cost reduction initiatives and operating efficiencies across the Corporation as a result of our ongoing three-year transformation program, in addition to:
-
reduced video service costs resulting from a decline in TV subscriptions in both the American and Canadian telecommunications segments; and
-
a $2.6 million gain on disposals of certain property, plant and equipment recognized during the first quarter of fiscal 2025 within the Canadian telecommunications segment, partly offset by higher operating expenses, in part to drive subscriber growth, as well as from the NRBN acquisition.
Management fees
Fiscal 2025 management fees paid to Cogeco Inc. ("Cogeco") were $18.2 million compared to $21.0 million for fiscal 2024. The decrease is mainly attributable to lower variable compensation. For further details on the Corporation's management fees, please refer to the "Related party transactions" section.
Adjusted EBITDA
| Change in | Foreign | ||||
|---|---|---|---|---|---|
| constant | exchange | ||||
| Years ended August 31 | 2025 | 2024 | Change | currency | impact |
| (In thousands of Canadian dollars, except percentages) | $ | $ | % | % | $ |
| Canadian telecommunications | 790,722 | 799,800 | (1.1) | (1.0) | 1,135 |
| American telecommunications | 703,410 | 706,360 | (0.4) | (3.0) | (18,016) |
| Corporate and eliminations | (51,487) | (63,846) | 19.4 | 19.4 | 15 |
| 1,442,645 | 1,442,314 | — | (1.1) | (16,866) |
Fiscal 2025 adjusted EBITDA remained stable as reported and decreased by 1.1% in constant currency. The decrease in constant currency is mainly due to lower revenue in both the American and Canadian telecommunications segments, offset in part by lower operating expenses driven by cost reduction initiatives and operating efficiencies across the Corporation, as explained above.
Net capital expenditures
| Years ended August 31 (In thousands of Canadian dollars, except percentages) |
2025 Actual Foreign exchange impact In constant currency $ $ $ |
2024 Change Actual Actual In constant currency $ % % |
|---|---|---|
| Canadian telecommunications American telecommunications Corporate and eliminations |
298,889 (1,095) 297,794 278,036 (7,285) 270,751 11,351 (15) 11,336 |
356,274 (16.1) (16.4) 267,728 3.9 1.1 13,831 (17.9) (18.0) |
| Net capital expenditures (1) Net capital expenditures in connection with network expansionprojects |
588,276 (8,395) 579,881 108,475 (550) 107,925 |
637,833 (7.8) (9.1) 137,394 (21.0) (21.4) |
| Net capital expenditures, excluding network expansion projects (2) |
479,801 (7,845) 471,956 |
500,439 (4.1) (5.7) |
| Capital intensity Capital intensity, excluding network expansion projects (2) |
20.2 % 16.5 % |
21.4 % 16.8 % |
(1) Net capital expenditures exclude non-cash acquisitions of right-of-use assets and the purchases, and related borrowing costs, of spectrum licences, and are presented net of government subsidies, including the utilization of those received in advance.
(2) Net capital expenditures, excluding network expansion projects is a non-IFRS Accounting Standards measure. Capital intensity, excluding network expansion projects is a non-IFRS Accounting Standards ratio. These indicated terms do not have standardized definitions prescribed by IFRS Accounting Standards and therefore, may not be comparable to similar measures presented by other companies. For more information on these financial measures, please consult the "Non-IFRS Accounting Standards and other financial measures" section.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 23
Fiscal 2025 net capital expenditures decreased by 7.8% (9.1% in constant currency) and capital intensity was 20.2% compared to 21.4% for the prior year, mostly due to operational efficiencies and lower spending in the Canadian telecommunications segment, which was partially due to the timing of certain initiatives.
Excluding network expansion projects, fiscal 2025 net capital expenditures decreased by 4.1% (5.7% in constant currency), while capital intensity was 16.5% compared to 16.8% for the prior year.
3.2 Acquisition, integration, restructuring and other costs
| Years ended August 31 | 2025 | 2024 | Change |
|---|---|---|---|
| (In thousands of Canadian dollars, except percentages) | $ | $ | % |
| Acquisition and integration costs | 154 | 1,060 | (85.5) |
| Restructuring and other severance costs(1) | 22,537 | 48,688 | (53.7) |
| Configuration and customization costs related to cloud computing and other arrangements | 10,827 | 14,177 | (23.6) |
| Reversal of costs related to litigation and regulatory decisions | — | (4,194) | — |
| Gain on sale and leaseback transactions | (13,844) | — | — |
| Other costs(2) | 3,646 | — | — |
| 23,320 | 59,731 | (61.0) |
(1) Consists of severance charges, including accelerated share-based compensation expense, and other related costs.
(2) Mainly consists of other costs incurred in connection with certain initiatives undertaken.
Fiscal 2025 acquisition, integration, restructuring and other costs decreased by 61.0%, resulting mainly from:
-
lower restructuring and other severance costs incurred, as last year's significantly higher costs were mostly related to severance charges recognized in connection with the strategic transformation announced in May 2024, in addition to severance charges related to other cost optimization initiatives;
-
a $13.8 million non-cash gain recognized during the first quarter of fiscal 2025 in connection with a sale of a building in Ontario, which was leased back for a period of two years, with an option to renew for an additional year; and
-
lower configuration and customization costs related to cloud computing and other arrangements; offset in part by
-
last year's reversal of a charge of $4.2 million recognized following the Copyright Board decision issued in January 2024 on the redetermination of the 2014-2018 royalty rates; and
-
other costs incurred in connection with certain initiatives undertaken in fiscal 2025.
3.3 Depreciation and amortization
| Years ended August 31 | 2025 | 2024 | Change |
|---|---|---|---|
| (In thousands of Canadian dollars, except percentages) | $ | $ | % |
| Canadian telecommunications | 342,423 | 323,594 | 5.8 |
| American telecommunications | 369,469 | 348,498 | 6.0 |
| Corporate and eliminations | 2,756 | 1,465 | 88.1 |
| 714,648 | 673,557 | 6.1 |
Fiscal 2025 depreciation and amortization expense amounted to $714.6 million, an increase of 6.1% compared to the prior year, mainly due to a change in mix of assets in both the Canadian and American telecommunications segments and the appreciation of the US dollar against the Canadian dollar since last year in the American telecommunications segment.
24 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
3.4 Impairment of property, plant and equipment
During last year's fourth quarter, non-cash pre-tax impairment charges amounting to $14.9 million, mostly related to assets under construction write-offs, were recognized in connection with cost optimization initiatives undertaken, mainly following the Corporation's strategic partnerships announced in August 2024 to facilitate the development of wireless services in Canada under a capital-light operating model. During the third quarter of fiscal 2025, non-cash pre-tax impairment charges amounting to $1.6 million, also mostly related to assets under construction write-offs, were recognized in connection with further cost optimization initiatives undertaken.
3.5 Financial expense
| Years ended August 31 | 2025 | 2024 | Change |
|---|---|---|---|
| (In thousands of Canadian dollars, except percentages) | $ | $ | % |
| Interest on long-term debt, excluding interest on lease liabilities | 280,991 | 286,926 | (2.1) |
| Interest on lease liabilities | 3,172 | 2,444 | 29.8 |
| Loss on debt extinguishment(1) | — | 16,880 | — |
| Change in fair value of forward contracts(2) | 14,940 | — | — |
| Net foreign exchange gain | (3,014) | (3,676) | (18.0) |
| Interest and other income | (9,872) | (10,198) | (3.2) |
| Capitalized borrowing costs(3) | (16,985) | (17,432) | (2.6) |
| Other | 4,754 | 2,746 | 73.1 |
| Financial expense | 273,986 | 277,690 | (1.3) |
| Loss on debt extinguishment(1) | — | (16,880) | — |
| Adjusted financial expense(4) | 273,986 | 260,810 | 5.1 |
(1) In connection with the prepayment of Tranche 1 of the Senior Secured Term Loan B Facility and the amendment of the Senior Secured Revolving Facility in September 2023.
(2) In connection with foreign currency forward contracts entered into during the third quarter of fiscal 2025 to partially hedge the Corporation's US exposure associated with the June 2025 repayment of its US$215 million Senior Secured Notes, please refer to sub-section 8.5 "Financial risk management".
(3) Mainly in connection with debt incurred for the purchase of spectrum licences and the construction of certain networks.
(4) Adjusted financial expense, which excludes gains/losses on debt modification and/or extinguishment, is a non-IFRS Accounting Standards measure. This indicated term does not have a standardized definition prescribed by IFRS Accounting Standards and therefore, may not be comparable to similar measures presented by other companies. For more information on this financial measure, please consult the "Non-IFRS Accounting Standards and other financial measures" section.
Fiscal 2025 financial expense decreased by 1.3%, mostly due to:
-
lower usage under the Term Revolving Facility and the Senior Secured Revolving Facility compared to last year;
-
last year's non-cash loss on debt extinguishment of $16.9 million recognized following the prepayment of the US$1.6 billion Tranche 1 of the Senior Secured Term Loan B Facility and the amendment of the Senior Secured Revolving Facility in September 2023; and
-
lower interest expense following the repayment of the US$215 million Senior Secured Notes in June 2025 and the US$25 million Senior Secured Notes Series A in September 2024; partly offset by
-
higher interest expense following the issuance of the $325 million Senior Secured Notes - Series 3 in February 2025 and the $275 million Senior Unsecured Notes in February 2024;
-
a $14.9 million realized loss on foreign currency forward contracts entered into during the third quarter of fiscal 2025 to partially hedge the Corporation's US exposure associated with the June 2025 repayment of its US$215 million Senior Secured Notes; and
-
the appreciation of the US dollar against the Canadian dollar.
Excluding last year's non-cash loss on debt extinguishment, financial expense for fiscal 2025 increased by 5.1%.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 25
3.6 Income taxes
| Years ended August 31 | 2025 | 2025 | 2024 | 2024 | Change |
|---|---|---|---|---|---|
| (In thousands of Canadian dollars, except percentages) | $ | $ | % | ||
| Current | 47,584 | 20,147 | — | ||
| Deferred | 39,746 | 42,195 | (5.8) | ||
| Income taxes | 87,330 | 62,342 | 40.1 | ||
| Effective income tax rate | 20.4 | % | 15.0 | % | 36.0 |
Fiscal 2025 income tax expense increased by 40.1%, mainly due to:
-
the impact of the Pillar Two global minimum tax and other recent changes in tax legislation, which applied to the Corporation starting on September 1[st] , 2024; and
-
lower tax benefits related to financing costs in connection with past acquisitions; partly offset by
-
favorable tax adjustments.
Current income taxes were higher in fiscal 2025 compared to the prior year, mainly for the same reasons as for the total income tax expense.
3.7 Profit for the year
| Years ended August 31 | 2025 | 2024 | Change |
|---|---|---|---|
| (In thousands of Canadian dollars, except percentages and earnings per share) | $ | $ | % |
| Profit for the year | 341,787 | 354,132 | (3.5) |
| Profit for the year attributable to owners of the Corporation | 322,579 | 335,534 | (3.9) |
| Profit for the year attributable to non-controlling interest(1) | 19,208 | 18,598 | 3.3 |
| Adjustedprofit attributable to owners of the Corporation(2) | 337,143 | 400,431 | (15.8) |
| Basic earnings per share | 7.66 | 7.87 | (2.7) |
| Diluted earnings per share | 7.60 | 7.83 | (2.9) |
| Adjusted diluted earnings per share(2) | 7.94 | 9.35 | (15.1) |
(1) The non-controlling interest relates to the 21% ownership of Caisse de dépôt et placement du Québec ("La Caisse") in a U.S. subsidiary.
(2) Adjusted profit attributable to owners of the Corporation is a non-IFRS Accounting Standards measure. Adjusted diluted earnings per share is a non-IFRS Accounting Standards ratio. These indicated terms do not have standardized definitions prescribed by IFRS Accounting Standards and therefore, may not be comparable to similar measures presented by other companies. For more information on these financial measures, please consult the "Non-IFRS Accounting Standards and other financial measures" section.
Fiscal 2025 profit for the year and profit for the year attributable to owners of the Corporation decreased by 3.5% and 3.9%, respectively, mainly due to:
-
higher depreciation and amortization expense; and
-
higher income tax expense; partly offset by
-
lower acquisition, integration, restructuring and other costs, mostly due to lower restructuring and other severance costs incurred compared to last year, as well as a pre-tax $13.8 million non-cash gain recognized during the first quarter of fiscal 2025 in connection with a sale and leaseback transaction of a building in Ontario; and
-
last year's non-cash pre-tax impairment charges of $14.9 million, mostly related to assets under construction write-offs.
Fiscal 2025 adjusted profit attributable to owners of the Corporation, which excludes the impact of acquisition, integration, restructuring and other costs, as well as non-cash impairment charges and non-cash loss on debt extinguishment (all net of tax and non-controlling interest), decreased by 15.8% compared to last year.
26 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
4. Segmented operating and financial results
The Corporation's results are reported in two operating segments: Canadian telecommunications and American telecommunications.
4.1 Canadian telecommunications
Operating and financial results
| Years ended August 31 (In thousands of Canadian dollars, except percentages) |
2025 Actual (1) Foreign exchange impact In constant currency (2) $ $ $ |
2024 Change Actual Actual In constant currency $ % % |
|---|---|---|
| Revenue Operatingexpenses |
1,495,308 — 1,495,308 704,586 (1,135) 703,451 |
1,510,506 (1.0) (1.0) 710,706 (0.9) (1.0) |
| Adjusted EBITDA | 790,722 1,135 791,857 |
799,800 (1.1) (1.0) |
| Adjusted EBITDA margin | 52.9 % | 52.9 % |
| Net capital expenditures Capital intensity |
298,889 (1,095) 297,794 20.0 % |
356,274 (16.1) (16.4) 23.6 % |
(1) For fiscal 2025, the average foreign exchange rate used for translation was 1.3962 USD/CDN.
(2) Fiscal 2025 in constant currency is translated at the average foreign exchange rate of fiscal 2024, which was 1.3606 USD/CDN.
Revenue
Fiscal 2025 revenue decreased by 1.0% as reported and in constant currency, mainly resulting from:
-
a lower revenue per customer as a result of a decline in video and wireline phone service subscribers, as an increasing proportion of customers subscribe to Internet-only services, as well as a competitive pricing environment; partly offset by
-
a higher Internet service subscriber base; and
-
the NRBN acquisition completed on February 5, 2024.
Operating expenses
Fiscal 2025 operating expenses decreased by 0.9% (1.0% in constant currency), mainly due to:
-
cost reduction initiatives and operating efficiencies;
-
reduced video service costs resulting in part from a decline in TV subscriptions; and
-
a $2.6 million gain on disposals of certain property, plant and equipment recognized during the first quarter of fiscal 2025; partly offset by
-
higher operating expenses, in part to drive subscriber growth, and due to higher technology licensing costs; and
-
the NRBN acquisition.
Adjusted EBITDA
Fiscal 2025 adjusted EBITDA decreased by 1.1% (1.0% in constant currency), resulting from lower revenue, offset in part by lower operating expenses mainly driven by cost reduction initiatives and operating efficiencies.
Net capital expenditures and capital intensity
Fiscal 2025 net capital expenditures decreased by 16.1% (16.4% in constant currency) and capital intensity was 20.0% compared to 23.6% last year, partially due to the timing of certain initiatives.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 27
Primary service units
==> picture [498 x 185] intentionally omitted <==
----- Start of picture text -----
Primary service units at August 31, 2025 Primary service units at August 31, 2024
Internet Internet
938,166 892,699
50.1% 47.7%
Video
Video Wireline phone 604,824 Wireline phone
578,761 357,144 32.4% 372,440
30.9% 19.0% 19.9%
----- End of picture text -----
- Primary service units exclude mobile phone service subscribers due to wireless services' early stage of development.
| August 31, 2025 |
Net additions (losses) |
|---|---|
| Years ended August 31 2025 2024 (1) |
|
| Primary service units (2) 1,874,071 Internet service subscribers 938,166 Video service subscribers 578,761 Wireline phone service subscribers 357,144 |
4,108 (9,639) 45,467 35,305 (26,063) (30,135) (15,296) (14,809) |
(1) Excludes the 4,806 opening primary service units (2,691 Internet, 223 video and 1,892 wireline phone) from the acquisition of Niagara Regional Broadband Network as at February 5, 2024.
(2) Primary service units exclude mobile phone service subscribers due to wireless services' early stage of development.
Internet
Fiscal 2025 Internet service subscribers increased by 45,467.
Video
Fiscal 2025 video service subscriber net losses of 26,063 were mainly due to ongoing changes in video consumption trends, with an increasing proportion of customers subscribing to Internet-only services, partly offset by additions in network expansion areas.
Wireline phone
Fiscal 2025 wireline phone service subscriber net losses of 15,296 were mainly due to higher mobile phone substitution, partly offset by additions in network expansion areas.
Homes passed
Fiscal 2025 homes passed increased by 31,263.
28 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
4.2 American telecommunications
Operating and financial results
| Years ended August 31 (In thousands of Canadian dollars, except percentages) |
2025 Actual (1) Foreign exchange impact In constant currency (2) $ $ $ |
2024 Change Actual Actual In constant currency $ % % |
|---|---|---|
| Revenue Operatingexpenses |
1,415,185 (36,120) 1,379,065 711,775 (18,104) 693,671 |
1,466,018 (3.5) (5.9) 759,658 (6.3) (8.7) |
| Adjusted EBITDA | 703,410 (18,016) 685,394 |
706,360 (0.4) (3.0) |
| Adjusted EBITDA margin | 49.7 % | 48.2 % |
| Net capital expenditures Capital intensity |
278,036 (7,285) 270,751 19.6 % |
267,728 3.9 1.1 18.3 % |
(1) For fiscal 2025, the average foreign exchange rate used for translation was 1.3962 USD/CDN.
(2) Fiscal 2025 in constant currency is translated at the average foreign exchange rate of fiscal 2024, which was 1.3606 USD/CDN.
Revenue
Fiscal 2025 revenue decreased by 3.5% (5.9% in constant currency). The decrease in constant currency is mainly due to a decline in the segment's subscriber base, especially for entry-level services, and to a higher proportion of customers subscribing to Internet-only services.
In local currency, revenue amounted to US$1,013.6 million compared to US$1,077.4 million for fiscal 2024.
Operating expenses
Fiscal 2025 operating expenses decreased by 6.3% (8.7% in constant currency). The decrease in constant currency is primarily due to:
-
cost reduction initiatives and operating efficiencies; and
-
reduced video service costs resulting from a decline in TV subscriptions.
Adjusted EBITDA
Fiscal 2025 adjusted EBITDA decreased by 0.4% (3.0% in constant currency). The decrease in constant currency is mainly due to lower revenue, offset in part by lower operating expenses driven by cost reduction initiatives and operating efficiencies.
In local currency, adjusted EBITDA amounted to US$503.8 million compared to US$519.1 million for fiscal 2024.
Net capital expenditures and capital intensity
Fiscal 2025 net capital expenditures increased by 3.9% (1.1% in constant currency) and capital intensity was 19.6% compared to 18.3% last year, mainly resulting from higher customer premise equipment costs, partly offset by lower construction activity.
In local currency, net capital expenditures amounted to US$199.2 million compared to US$196.7 million for fiscal 2024.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 29
Primary service units
==> picture [497 x 185] intentionally omitted <==
----- Start of picture text -----
Primary service units at August 31, 2025 Primary service units at August 31, 2024
Internet Internet
616,070 643,599
64.0% 62.5%
Video Wireline phone Video Wireline phone
234,167 111,946 261,311 125,085
24.4% 11.6% 25.4% 12.1%
----- End of picture text -----
- Primary service units exclude mobile phone service subscribers due to wireless services' early stage of development.
| August 31, 2025 |
Net additions (losses) |
|---|---|
| Years ended August 31 2025 2024 |
|
| Primary service units (1) 962,183 Internet service subscribers 616,070 Video service subscribers 234,167 Wirelinephone service subscribers 111,946 |
(67,812) (68,736) (27,529) (28,163) (27,144) (27,570) (13,139) (13,003) |
(1) Primary service units exclude mobile phone service subscribers due to wireless services' early stage of development.
Internet
Fiscal 2025 Internet service subscriber net losses were 27,529, of which 2,914 were in Ohio, mainly due to a highly competitive environment, notably for entry-level Internet services. We have, however, reduced our net losses in Ohio in fiscal 2025, in part due to improved customer management resulting from investments made in the network infrastructure and new sales and marketing strategies.
Video
Fiscal 2025 video service subscriber net losses of 27,144 were mainly due to:
-
the continued promotion of Internet-led offers and a reduced emphasis on stand-alone video service offerings;
-
ongoing changes in video consumption trends, with an increasing proportion of customers subscribing to Internetonly services; and
-
competitive offers in the industry, including online platforms.
Wireline phone
Fiscal 2025 wireline phone service subscriber net losses of 13,139 were mainly due to:
-
the continued emphasis on offers that are Internet-led; and
-
higher mobile phone substitution.
Homes passed
Fiscal 2025 homes passed increased by 16,207[(i)] .
(i) During the fourth quarter of fiscal 2025, homes passed were adjusted following an exhaustive review of the calculation of American homes passed. This change has been applied retrospectively to the comparative figures.
30 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
5. Related party transactions
As of August 31, 2025, Cogeco held 28.4% of the Corporation's equity shares, representing 79.9% of the votes attached to the Corporation's voting shares.
Cogeco provides executive and administrative services to the Corporation under a Management Services Agreement (the "Agreement"). The methodology used to establish the management fees is based on the costs incurred by Cogeco plus a reasonable mark-up. Provision is made for future adjustments upon the request of either Cogeco or the Corporation from time to time during the term of the Agreement. The following table shows the management fees paid to Cogeco:
| Years ended August 31 | 2025 | 2024 |
|---|---|---|
| (In thousands of Canadian dollars) | $ | $ |
| Management fees paid to Cogeco | 18,216 | 20,952 |
No direct remuneration is payable to Cogeco's executive officers by the Corporation. The following table provides the number of stock options, incentive share units ("ISUs") and performance share units ("PSUs") granted during fiscal 2025 and 2024 to these executive officers, as executive officers of Cogeco Communications, as well as deferred share units ("DSUs") issued to Board directors of Cogeco, the value of which was charged back to Cogeco:
| Years ended August 31 | 2025 | 2024 |
|---|---|---|
| (In number of units) | ||
| Stock options | 143,978 | 203,326 |
| ISUs | — | 974 |
| PSUs | 89,991 | 31,473 |
| DSUs | 5,011 | 2,368 |
The following table shows the amounts that the Corporation charged Cogeco with regard to the Corporation's stock options, ISUs and PSUs granted to these executive officers, as well as DSUs issued to Board directors of Cogeco:
| Years ended August 31 | 2025 | 2024 |
|---|---|---|
| (In thousands of Canadian dollars) | $ | $ |
| Stock options | 814 | 852 |
| ISUs | 136 | 80 |
| PSUs | 1,643 | 887 |
| DSUs | 269 | 97 |
| 2,862 | 1,916 |
At August 31, 2025, the Corporation had a $1.9 million receivable from Cogeco ($3.1 million payable at August 31, 2024).
Compensation of key management personnel
Key management personnel is comprised of the members of the Board and of the Management Committee of the Corporation. During fiscal 2025, the Corporation recognized $2.3 million ($15.3 million in fiscal 2024) of compensation expense within Acquisition, integration, restructuring and other costs in connection with the terms of the separation agreement of certain key management personnel. Further information on compensation of key management personnel can be found in Note 25 of the Corporation's consolidated financial statements.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 31
Share buyback transaction during the second quarter of fiscal 2024 - repurchases of Rogers holdings in Cogeco and Cogeco Communications
On December 13, 2023, Cogeco and Cogeco Communications entered into a series of transactions pursuant to the sale by Rogers Communications Inc. of its entire holdings in both companies to La Caisse. Cogeco sold 2,266,537 subordinate voting shares of its holding in Cogeco Communications to Cogeco Communications for $116.5 million and 1,423,692 subordinate voting shares to La Caisse for $73.2 million, following the conversion and cancellation of an equivalent number of Cogeco Communications multiple voting shares. The 2,266,537 subordinate voting shares repurchased by Cogeco Communications were repurchased for cancellation.
6. Cash flow analysis
| Years ended August 31 | 2025 | 2024 | Change |
|---|---|---|---|
| (In thousands of Canadian dollars, except percentages) | $ | $ | % |
| Cash flows from operating activities | 1,138,009 | 1,175,219 | (3.2) |
| Cash flows used in investing activities | (583,367) | (916,607) | (36.4) |
| Cash flows used in financing activities | (552,552) | (542,374) | 1.9 |
| Effect of exchange rate changes on cash and cash equivalents denominated in a foreign currency |
(3,273) | (2,824) | 15.9 |
| Net change in cash and cash equivalents | (1,183) | (286,586) | (99.6) |
| Cash and cash equivalents, beginning of the year | 76,335 | 362,921 | (79.0) |
| Cash and cash equivalents, end of the year | 75,152 | 76,335 | (1.5) |
6.1 Operating activities
Fiscal 2025 cash flows from operating activities decreased by 3.2%, mainly due to:
-
higher restructuring and other severance costs paid; and
-
the timing of collection of trade and other receivables; partly offset by
-
the timing of payments of trade and other payables.
6.2 Investing activities
Fiscal 2025 cash flows used in investing activities decreased by 36.4%, mainly due to:
-
last year's $190 million payments made to acquire 99 spectrum licences in the 3800 MHz spectrum auction;
-
the decrease in acquisition of property, plant and equipment;
-
cash flows used in connection with the acquisition of Niagara Regional Broadband Network last year; and
-
net proceeds amounting to $16.5 million received in connection with a sale and leaseback transaction of a building in Ontario during the first quarter of fiscal 2025.
Acquisition of property, plant and equipment
The following table shows the reconciliation between the cash payments for acquisition of property, plant and equipment, as reported within the investing section in the consolidated statements of cash flows, and the net capital expenditures, as presented in sub-section 3.1 "Consolidated performance".
| Years ended August 31 | 2025 | 2024 | Change |
|---|---|---|---|
| (In thousands of Canadian dollars, except percentages) | $ | $ | % |
| Acquisition of property, plant and equipment | 596,172 | 659,090 | (9.5) |
| Subsidies received in advance recognized as a reduction of the cost of property, plant and equipment duringtheyear |
(7,896) | (21,257) | (62.9) |
| Net capital expenditures | 588,276 | 637,833 | (7.8) |
32 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
6.3 Financing activities
Issuance and repayment of debt
Fiscal 2025 changes in cash flows from the issuance and repayment of debt are mainly explained as follows:
| Years ended August 31 | 2025 | 2024 | Explanations |
|---|---|---|---|
| (In thousands of Canadian | |||
| dollars) | $ | $ | |
| Decrease in bank | (13,005) | (8,018) | Related to the timing of working capital needs. |
| indebtedness | |||
| Net decrease under revolving facilities |
(129,807) | (33,745) | Mainly related to the net repayment of amounts drawn under the Term Revolving Facility using net proceeds from the issuance of the $325 million |
| Senior Secured Notes - Series 3 during the second quarter of fiscal 2025. | |||
| Issuance of long-term debt, | 324,962 | 1,927,115 | Mainly related to the issuance of the $325 million Senior Secured Notes - |
| net of discounts and transaction costs |
Series 3 in February 2025. Last year's debt issuance was related to the issuance of two Term B loans, a US$775 million 7-year loan and a US$475 |
||
| million 5-year loan, in connection with the refinancing of the First Lien Credit Facilities in September 2023, and the issuance of the $275 million Senior |
|||
| Unsecured Notes in February 2024. | |||
| Repayment of notes and credit | (555,488) | (2,146,848) | Mainly related to the redemption of the US$215 million Senior Secured Notes |
| facilities | upon maturity in June 2025 and the quarterly repayments of the Senior Secured Term Loan B Facility, which included additional repayments of US$45 million and US$100 million in May and August 2025, respectively, as well as to the redemption of the US$25 million Senior Secured Notes Series A upon |
||
| maturity in September 2024. Last year's repayment was mainly related to the | |||
| reimbursement of Tranche 1 of the Senior Secured Term Loan B Facility in | |||
| September 2023. | |||
| Payment on settlement of | (14,940) | — | Related to the foreign currency forward contracts entered into during the |
| forward contracts | third quarter of fiscal 2025 to partially hedge the Corporation's US exposure associated with the June 2025 repayment of its US$215 million Senior |
||
| Secured Notes. | |||
| Repayment of lease liabilities | (12,902) | (8,743) | Comparable. |
| Increase in deferred | (365) | (2,383) | Related to the amendment of the Term Revolving Facility in May 2025. Last |
| transaction costs | year's increase was related to the amendment of the Senior Secured | ||
| Revolving Facility in September 2023 and of the Term Revolving Facility in May | |||
| 2024. | |||
| (401,545) | (272,622) |
Dividends
During fiscal 2025, quarterly eligible dividends of $0.922 per share, totalling $3.688 per share, were paid to the holders of multiple and subordinate voting shares, for a total of $154.7 million. In fiscal 2024, quarterly eligible dividends of $0.854 per share, totalling $3.416 per share, were paid to the holders of multiple and subordinate voting shares, for a total of $145.1 million.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 33
The following tables provide a summary of the dividends declared for the Corporation's multiple and subordinate voting shares during fiscal 2025 and 2024:
| Dividend per share | |||
|---|---|---|---|
| Declaration date | Record date | Payment date | (in dollars) |
| October 31, 2024 | November 14, 2024 | November 28, 2024 | 0.922 |
| January 13, 2025 | January 27, 2025 | February 10, 2025 | 0.922 |
| April 9, 2025 | April 23, 2025 | May 7, 2025 | 0.922 |
| July 15, 2025 | July 29, 2025 | August 12, 2025 | 0.922 |
| 3.688 | |||
| November 1, 2023 | November 15, 2023 | November 29, 2023 | 0.854 |
| January 10, 2024 | January 24, 2024 | February 7, 2024 | 0.854 |
| April 11, 2024 | April 25, 2024 | May 9, 2024 | 0.854 |
| July11, 2024 | July25, 2024 | August 8, 2024 | 0.854 |
| 3.416 |
During the last five fiscal years, dividends paid per share increased by 9.6% on a compounded annual basis. Total dividends and dividends per share over the last five fiscal years are as follows:
==> picture [432 x 236] intentionally omitted <==
----- Start of picture text -----
$4.50 $154.7 $160.0
$145.1 $150.0
$4.25 $138.0
$140.0
$129.9
$4.00
$121.1 $3.69 $130.0
$3.75 $120.0
$110.0
$3.50
$100.0
$3.25 $3.42 $90.0
$3.00 $80.0
$3.10
$70.0
$2.75
$2.82 $60.0
$2.50
$50.0
$2.56
$2.25 $40.0
$30.0
$2.00
$20.0
$1.75
$10.0
$1.50 $0.0
2021 2022 2023 2024 2025
Dividends paid Dividends per share
Dividends paid (Millions)
Total dividend declared per share
----- End of picture text -----
Purchase of subordinate voting shares for cancellation from Cogeco during the second quarter of fiscal 2024
On December 13, 2023, following a share buyback transaction, the Corporation repurchased for cancellation 2,266,537 of its subordinate voting shares for $116.5 million.
34 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
6.4 Free cash flow
| Change in | Foreign | |||||||
|---|---|---|---|---|---|---|---|---|
| Years ended August 31 | 2025 | (1) | 2024 | Change | constant currency |
(2) | exchange impact |
(2) |
| (In thousands of Canadian dollars, except percentages) | $ | $ | % | % | $ | |||
| Adjusted EBITDA | 1,442,645 | 1,442,314 | — | (1.1) | (16,866) | |||
| Share-based payment | 5,931 | 8,443 | (29.8) | |||||
| Proceeds from sale and leaseback and other disposals of | ||||||||
| property, plant and equipment | 23,338 | 3,378 | — | |||||
| Gain on disposals and write-offs of property, plant and equipment, including sale and leaseback transactions(3) |
(18,119) | (655) | — | |||||
| Defined benefit plans expense, net of contributions | 594 | 662 | (10.3) | |||||
| Acquisition, integration, restructuring and other costs(3) | (23,320) | (59,731) | (61.0) | |||||
| Financial expense | (273,986) | (277,690) | (1.3) | |||||
| Loss on debt extinguishment(4) | — | 16,880 | — | |||||
| Amortization of deferred transaction costs and discounts on | ||||||||
| long-term debt(4) | 8,867 | 9,143 | (3.0) | |||||
| Current income taxes | (47,584) | (20,147) | — | |||||
| Net capital expenditures | (588,276) | (637,833) | (7.8) | |||||
| Repayment of lease liabilities | (12,902) | (8,743) | 47.6 | |||||
| Free cash flow | 517,188 | 476,021 | 8.6 | 7.9 | (3,641) | |||
| Free cash flow, excluding network expansion projects(5) | 625,663 | 613,415 | 2.0 | 1.3 | (4,191) |
(1) For fiscal 2025, the average foreign exchange rate used for translation was 1.3962 USD/CDN.
(2) Fiscal 2025 in constant currency is translated at the average foreign exchange rate of fiscal 2024, which was 1.3606 USD/CDN.
(3) Includes a $13.8 million non-cash gain recognized during the first quarter of fiscal 2025 in connection with a sale of a building in Ontario, which was leased back for a period of two years, with an option to renew for an additional year. On a net basis, the $13.8 million non-cash gain had no impact on the free cash flow.
(4) Included within financial expense.
(5) Free cash flow, excluding network expansion projects is a non-IFRS Accounting Standards measure. This indicated term does not have a standardized definition prescribed by IFRS Accounting Standards and therefore, may not be comparable to similar measures presented by other companies. For more information on this financial measure, please consult the "Non-IFRS Accounting Standards and other financial measures" section.
Fiscal 2025 free cash flow increased by 8.6% (7.9% in constant currency). The variation in constant currency is mainly due to:
-
lower net capital expenditures in the Canadian telecommunications segment;
-
lower restructuring and other severance costs incurred, included within Acquisition, integration, restructuring and other costs , as last year's significantly higher costs were mostly related to severance charges recognized in connection with the strategic transformation announced in May 2024; and
-
higher net proceeds from disposals of property, plant and equipment, including net proceeds amounting to $16.5 million received during the first quarter of fiscal 2025 in connection with a sale and leaseback transaction of a building in Ontario; partly offset by
-
higher current income taxes;
-
lower adjusted EBITDA; and
-
higher financial expense, net of last year's pre-tax $16.9 million non-cash loss on debt extinguishment recognized in the first quarter of fiscal 2024.
Excluding network expansion projects, fiscal 2025 free cash flow amounted to $625.7 million ($621.5 million in constant currency), an increase of 2.0% (1.3% in constant currency) compared to the prior year.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 35
7. Financial position
7.1 Working capital
As part of the usual conduct of its business, Cogeco Communications generally maintains a working capital deficiency, when excluding cash and cash equivalents and bank indebtedness, due to a low level of trade and other receivables since a large proportion of the Corporation's customers pay before their services are rendered, while trade and other payables are usually paid after products are delivered or services are rendered.
| At August 31 | 2025 | 2024 | Change | Explanations |
|---|---|---|---|---|
| (In thousands of Canadian | ||||
| dollars) | $ | $ | $ | |
| Current assets | ||||
| Cash and cash equivalents | 75,152 | 76,335 | (1,183) | Refer to the "Cash flows analysis" section. |
| Trade and other receivables | 131,876 | 112,108 | 19,768 | Mainly related to the timing of collection of grants receivable in |
| connection with network expansion projects. Refer to sub- | ||||
| section 8.5 "Financial risk management" for additional | ||||
| information on trade and other receivables. | ||||
| Income taxes receivable | 3,483 | 13,873 | (10,390) | Mainly due to income tax refunds received. |
| Prepaid expenses and other | 46,952 | 39,380 | 7,572 | Mainly related to the increase in prepayments for services |
| agreements. | ||||
| Derivative financial | 2,947 | 3,875 | (928) | Not significant. |
| instruments | ||||
| 260,410 | 245,571 | 14,839 | ||
| Current liabilities | ||||
| Bank indebtedness | 1,379 | 14,384 | (13,005) | Refer to the "Cash flows analysis" section. |
| Trade and other payables | 380,616 | 359,663 | 20,953 | Mainly related to the timing of payments made to suppliers. |
| Provisions | 40,915 | 56,668 | (15,753) | Mainly related to the payment of restructuring costs previously |
| recognized in connection with the organizational structure | ||||
| announced last year, partly offset by additional restructuring | ||||
| and programming provisions recognized during fiscal 2025. | ||||
| Income tax liabilities | 30,089 | 412 | 29,677 | Related to the current income taxes expense for the period, |
| partly offset by the payment of income tax installments. | ||||
| Contract liabilities and other | 58,627 | 61,335 | (2,708) | Not significant. |
| liabilities | ||||
| Government subsidies | — | 8,740 | (8,740) | Mainly related to Cogeco Connexion's high-speed Internet |
| received in advance | network expansion projects in Québec. | |||
| Derivative financial | 1,961 | — | 1,961 | Not significant. |
| instruments | ||||
| Current portion of long- term debt |
43,632 | 361,808 | (318,176) | Mainly related to the redemption of the US$215 million Senior Secured Notes in June 2025 and the US$25 million Senior |
| Secured Notes Series A in September 2024. | ||||
| 557,219 | 863,010 | (305,791) | ||
| Working capital deficiency | (296,809) | (617,439) | 320,630 |
36 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
7.2 Other significant changes
| At August 31 | 2025 | 2024 | Change | Explanations |
|---|---|---|---|---|
| (In thousands of Canadian | ||||
| dollars) | $ | $ | $ | |
| Non-current assets | ||||
| Other assets | 153,451 | 127,735 | 25,716 | Mainly related to an increase in sales commissions. |
| Property, plant and | 3,282,411 | 3,305,394 | (22,983) | Mainly related to the depreciation expense, partly offset by |
| equipment | capital investments made during the period and the appreciation | |||
| of the US dollar against the Canadian dollar. | ||||
| Goodwill | 2,166,652 | 2,132,661 | 33,991 | Mainly related to the appreciation of the US dollar against the |
| Canadian dollar. | ||||
| Derivative financial | 17,635 | 46,539 | (28,904) | Mainly related to the interest swap tranches maturing in October |
| instruments | 2025 reclassified as current and changes in market interest | |||
| rates. | ||||
| Non-current liabilities | ||||
| Long-term debt | 4,510,769 | 4,448,261 | 62,508 | Mainly related to the issuance of the $325 million Senior Secured |
| Notes - Series 3 in February 2025 and the appreciation of the US | ||||
| dollar against the Canadian dollar, partly offset by the quarterly | ||||
| repayments on the Senior Secured Term B Facility, which included additional repayments of US$45 million and US$100 |
||||
| million in May and August 2025, respectively, as well as the net | ||||
| repayment of amounts drawn under the Term Revolving Facility. | ||||
| Deferred tax liabilities | 901,453 | 863,864 | 37,589 | Mainly related to the timing of temporary differences and the |
| appreciation of the US dollar against the Canadian dollar. |
8. Capital resources and liquidity
8.1 Capital structure
The table below summarizes the Corporation's key ratios over the last two fiscal years.
| Years ended August 31 | 2025 | 2024 |
|---|---|---|
| Weighted average cost of indebtedness(1) | 5.3 % | 5.6 % |
| Fixed-rate indebtedness(2)(3) | 77 % | 72 % |
| Weighted average term: long-term debt (in years) | 4.5 | 4.8 |
| Net indebtedness / adjusted EBITDA ratio(3) | 3.1 | 3.3 |
| Free cash flow dividend payout ratio(3) | 30 % | 30 % |
| Free cash flow, excluding network expansion projects, dividend payout ratio(3) | 25 % | 24 % |
(1) Excludes amortization of deferred transaction costs and commitment fees but includes the impact of interest rate swaps.
(2) Taking into consideration the interest rate swaps in effect at the end of each fiscal year.
(3) Fixed-rate indebtedness and net indebtedness to adjusted EBITDA ratio are capital management measures. Free cash flow dividend payout ratio and free cash flow, excluding network expansion projects, dividend payout ratio are non-IFRS Accounting Standards ratios. These indicated terms do not have standardized definitions prescribed by IFRS Accounting Standards and therefore, may not be comparable to similar measures presented by other companies. For more information on these financial measures, please consult the "Non-IFRS Accounting Standards and other financial measures" section.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 37
The table below summarizes the Corporation's available liquidity:
| At August 31 | 2025 | 2024 |
|---|---|---|
| (In thousands of Canadian dollars) | $ | $ |
| Cash and cash equivalents | 75,152 | 76,335 |
| Cash with restrictions on use(1) | — | (8,740) |
| Amounts available under revolvingcredit facilities(2) | 869,002 | 748,260 |
| Available liquidity(3) | 944,154 | 815,855 |
(1) Included within cash and cash equivalents (see Note 22 D) of the Corporation's consolidated financial statements).
(2) Total amount available under the $750 million Term Revolving Facility and the US$250 million Senior Secured Revolving Facility (see Note 24 A) of the Corporation's consolidated financial statements).
(3) Available liquidity is a non-IFRS Accounting Standards measure. This indicated term does not have a standardized definition prescribed by IFRS Accounting Standards and therefore, may not be comparable to similar measures presented by other companies. For more information on this financial measure, please consult the "Non-IFRS Accounting Standards and other financial measures" section.
8.2 Outstanding share data
A description of Cogeco Communications' share data at September 30, 2025 is presented in the table below. Additional details are provided in Note 20 of the consolidated financial statements.
| Number of | Amount | |
|---|---|---|
| (In thousands of Canadian dollars, except number of shares/options) | shares/options | $ |
| Common shares | ||
| Multiple voting shares | 12,000,871 | 75,217 |
| Subordinate voting shares | 30,277,651 | 783,447 |
| Options to purchase subordinate voting shares | ||
| Outstanding options | 1,048,294 | |
| Exercisable options | 604,395 |
8.3 Financing
Senior secured notes
On February 6, 2025, Cogeco Communications completed, pursuant to a private offering, the issuance of $325 million senior secured notes, bearing interest at 4.743% and maturing in February 2035, in order to pre-finance the US$215 million senior secured notes which matured in June 2025. Cogeco Communications used the net proceeds of the offering to repay existing indebtedness and for other general corporate purposes. The senior secured notes are direct and unsubordinated secured debt obligations of Cogeco Communications and rank equally and pari passu , with all other secured senior indebtedness of Cogeco Communications. Upon maturity on June 16, 2025, Cogeco Communications redeemed the US$215 million Senior Secured Notes.
Cogeco Communications redeemed the US$25 million Senior Secured Notes Series A upon maturity in September 2024.
Term revolving facility
On May 29, 2025, the Corporation amended its $750 million Term Revolving Facility by extending its maturity date to May 29, 2030.
Senior unsecured non-revolving facility
On June 30, 2025, Cogeco Communications proceeded to a first draw of $4.8 million of its Senior Unsecured Non-Revolving Facility, having an aggregate principal amount of up to $38.1 million, for a remaining availability of $33.3 million. The credit facility, which was entered into with the Canada Infrastructure Bank in December 2022, can only be drawn to finance the network expansion projects undertaken in connection with Ontario's Accelerated High Speed Internet Program. At August 31, 2025, a $3.0 million government grant was recognized related to this facility. On September 29, 2025, Cogeco Communications drew an additional $6.3 million from the facility.
38 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
8.4 Credit ratings
| At August 31, 2025 | S&P | DBRS | Moody's |
|---|---|---|---|
| Cogeco Communications | |||
| Senior Secured Notes | BBB- | BBB (low) (stable) | NR |
| Senior Unsecured Notes | BB+ | BB (high) (stable) | NR |
| Corporate credit issuer rating | BB+ (negative outlook) | BB (high) (stable) | NR |
| U.S. subsidiaries | |||
| First Lien Credit Facilities | BB | NR | B1 (negative outlook) |
| Corporate credit issuer rating | BB (negative outlook) | NR | B1 (negative outlook) |
NR : Not rated
8.5 Financial risk management
Management's objectives are to protect the Corporation and its subsidiaries against material economic exposures and variability of results, and against certain financial risks including credit, liquidity, interest rate, foreign exchange and market price risks.
Credit risk
Credit risk represents the risk of financial loss for the Corporation if a customer or counterparty to a financial asset fails to meet its contractual obligations. The Corporation is exposed to credit risk arising from derivative financial instruments, cash and cash equivalents and trade accounts receivable, the maximum exposure of which is represented by the carrying amounts reported on the consolidated statements of financial position.
Credit risk from derivative financial instruments arises from the possibility that the counterparties may default on their obligations in instances where these agreements have positive fair values for the Corporation. The Corporation reduces this risk by completing transactions with financial institutions that carry a high credit rating. The Corporation assesses the creditworthiness of the counterparties in order to minimize the risk of counterparties default under the agreements. At August 31, 2025, management believes that the credit risk relating to its derivative financial instruments is minimal, since the lowest credit rating of the counterparties to the agreements is "A" by Standard & Poor's rating services ("S&P"). Management monitors its exposure to financial institutions which is primarily in the form of deposits, derivatives and revolver commitments.
The Corporation has deposited the cash and cash equivalents with reputable financial institutions, for which management believes the risk of loss to be remote.
The Corporation is also exposed to credit risk in relation to its trade accounts receivable. To mitigate such risk, the Corporation continuously monitors the financial condition of its customers and reviews the credit history or worthiness of each new large customer. The Corporation establishes an allowance for lifetime expected credit losses related to doubtful accounts. The doubtful accounts allowance is calculated on a specific-identification basis for larger customer accounts receivable and on a statistically derived basis for the remainder. Factors such as the current economic conditions, forwardlooking macroeconomic data and historical information (number of overdue days of the customer's balance outstanding as well as the customer's collection history) are examined. The Corporation believes that its allowance for doubtful accounts is sufficient to cover the related credit risk. The Corporation has credit policies in place and has established various credit controls, including credit checks, deposits on accounts and advance billing, and has also established procedures to suspend the availability of services when customers have fully utilized approved credit limits or have violated existing payment terms. Since the Corporation has a large and diversified clientele dispersed throughout its market areas in Canada and the United States, there is no significant concentration of credit risk.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 39
The following table provides further details on trade and other receivables, net of allowance for doubtful accounts:
| At August 31 | 2025 | 2024 |
|---|---|---|
| (In thousands of Canadian dollars) | $ | $ |
| Trade accounts receivable | 82,023 | 84,914 |
| Allowance for doubtful accounts | (6,201) | (4,441) |
| 75,822 | 80,473 | |
| Other accounts receivable(1) | 56,054 | 31,635 |
| 131,876 | 112,108 |
(1) Mainly related to receivables from government grants.
Trade accounts receivable past due is defined as the amount outstanding beyond normal credit terms and conditions for the respective customers. The Corporation considers the amount outstanding at the due date as trade accounts receivable past due. A large portion of the Corporation's customers are billed and pay before the services are rendered.
The following table provides further details on trade accounts receivable past due, net of allowance for doubtful accounts:
| At August 31 | 2025 | 2024 |
|---|---|---|
| (In thousands of Canadian dollars) | $ | $ |
| Less than 30 days past due | 8,927 | 14,776 |
| 30 to 60 days past due | 236 | 877 |
| More than 60 dayspast due | 49 | 76 |
| 9,212 | 15,729 |
The following table shows changes in the allowance for doubtful accounts:
| Years ended August 31 | 2025 | 2024 |
|---|---|---|
| (In thousands of Canadian dollars) | $ | $ |
| Balance, beginning of the year | 4,441 | 8,344 |
| Provision for impaired receivables | 26,464 | 26,838 |
| Net use | (24,678) | (30,791) |
| Foreign currencytranslation adjustments | (26) | 50 |
| Balance, end of the year | 6,201 | 4,441 |
Liquidity risk
Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they become due. The Corporation manages liquidity risk through the management of its capital structure and access to different capital markets. It also manages liquidity risk by continuously monitoring actual and projected cash flows to ensure sufficient liquidity to meet its obligations when due.
The following table shows the amount used and remaining availability under the Corporation's and its U.S. subsidiaries' revolving facilities at August 31, 2025:
| Remaining | |||
|---|---|---|---|
| Total amount | Amount used | availability | |
| Corporation | |||
| Term Revolving Facility | $750.0 million | $221.6 million | $528.4 million |
| U.S. subsidiaries | |||
| Senior Secured Revolving Facility | $343.6 million | $3.0 million | $340.6 million |
| (US$250.0 million) | (US$2.2 million) | (US$247.8 million) |
40 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
The following table summarizes the contractual maturities of the financial liabilities and lease liabilities, and related capital amounts outstanding at August 31, 2025:
| (In thousands of Canadian dollars) | Contractual cash flows |
|---|---|
| 2026 2027 2028 2029 2030 Thereafter Total $ $ $ $ $ $ $ |
|
| Bank indebtedness Trade and other payables(1) Notes and credit facilities(2) Lease liabilities Balance due on business combinations Other liabilities(1) |
1,379 — — — — — 1,379 365,859 — — — — — 365,859 29,545 235,675 29,545 2,065,411 230,627 1,926,321 4,517,124 13,848 11,908 9,993 6,399 4,312 20,266 66,726 — 17,094 — — — — 17,094 — 6,024 1,523 — — — 7,547 |
| 410,631 270,701 41,061 2,071,810 234,939 1,946,587 4,975,729 |
(1) Excluding accrued interest on notes, credit facilities and balance due on business combinations.
(2) An amount of $426.1 million of these loan agreements contain debt covenants. Covenant calculations are performed quarterly at each reporting date, as well as on a pro-forma basis when a business combination or disposal takes place. The covenants relate to the maintenance of certain financial ratios primarily linked to adjusted EBITDA and net indebtedness. A future breach of covenants implies that the impacted loan agreements become payable on demand, and therefore are required to be repaid earlier than indicated in the above table. The covenants are monitored on a regular basis by the treasury department to ensure compliance with the loan agreements.
The following table is a summary of interest payable on long-term debt, including the related derivative financial instruments, that is due for each of the next five years and thereafter:
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | |
|---|---|---|---|---|---|---|---|
| (In thousands of Canadian dollars) | $ | $ | $ | $ | $ | $ | $ |
| Interest payments on notes and credit facilities(1) | 221,628 | 217,237 | 217,447 | 136,941 | 120,298 | 137,458 |
1,051,009 |
| Interest payments on lease liabilities | 2,750 | 2,091 |
1,555 |
1,166 |
953 |
4,280 |
12,795 |
| Interest payments on balance due on business | |||||||
| combinations | — | 3,972 |
— |
— |
— |
— |
3,972 |
| Interest receipts on derivative financial instruments(1) | (71,247) | (54,368) |
(31,879) |
(6,673) |
— |
— |
(164,167) |
| Interestpayments on derivative financial instruments(1) | 46,830 | 40,262 |
27,077 |
6,030 |
— |
— |
120,199 |
| 199,961 | 209,194 | 214,200 | 137,464 | 121,251 | 141,738 |
1,023,808 |
(1) Based on the principal amounts and interest rates prevailing on the outstanding debt at August 31, 2025 and their respective maturities.
Interest rate risk
The Corporation is exposed to interest rate risk on its floating interest rate instruments. Interest rate fluctuations will have an effect on the repayment of these instruments. At August 31, 2025, all of the Corporation's long-term debt was at a fixed rate, except for the amounts drawn under the Term Revolving Facility and First Lien Credit Facilities, which are subject to floating interest rates.
To reduce the risk on the floating interest rate instruments and mitigate the impact of interest rate variations, the Corporation's U.S. subsidiary entered into fixed interest rate swap agreements. The following table shows the interest rate swaps outstanding at August 31, 2025:
| Type | of hedge | Notional amount | Receive interest rate | Payinterest rate(1) | Maturity | Hedged item |
|---|---|---|---|---|---|---|
| Cash | flow(2) | US$550 million | Term SOFR | 3.82% - 4.18% | February 2027 - February 2029 |
Senior Secured Term Loan B - Tranche 3 |
| Cash | flow(3) | US$800 million | Term SOFR with a 39 bps floor |
1.17% - 1.44% | October 2025 - July 2027 |
Senior Secured Term Loan B - Tranche 2 |
(1) Hedges have the effect of converting the floating SOFR base rate into fixed rates, plus an applicable credit spread.
(2) Interest rate swaps amounting to US$250 million matured in November 2024. In December 2024, new fixed interest rate swaps of the same amount were entered into, with maturities ranging from February 2028 to February 2029, and interest rates varying from 3.82% to 3.85%.
(3) In August 2025, US$200 million interest rate swaps, with an October 2025 forward-start date, were entered into to partially renew the US$400 million interest rate swaps maturing in October 2025. The new fixed interest rate swaps have a 3.25% interest rate and mature on August 31, 2028.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 41
The sensitivity of the Corporation's annual financial expense to a 1% increase (decrease) in the interest rate applicable to the unhedged portion of the floating interest rate facilities would represent an increase (decrease) of approximately $10.5 million based on the outstanding debt and swap agreements at August 31, 2025.
Foreign exchange risk
Although the American operations' business transactions are mostly denominated in US dollars, which impacts the reported consolidated revenue and expenses following their translation into Canadian dollars, a large portion of the Corporation's consolidated revenue and expenses are received or denominated in the functional currency of the business units operating in the markets in which it does business. Accordingly, the Corporation's sensitivity to variations in foreign exchange rates is economically limited. The Corporation's main source of foreign exchange risk resides in the Canadian operations' business transactions denominated in US dollars. The Corporation's objective in managing foreign exchange risk is to minimize its exposure to foreign currency cash flows and operations, by transacting with third parties in the functional currency of its business units to the maximum extent possible and practical, and through the use of derivative financial instruments.
The Corporation's exposure to foreign currency risk in relation to the Canadian operations' current financial assets and liabilities denominated in US dollars, is as follows:
| At August 31 | 2025 | 2024 |
|---|---|---|
| (In thousands of Canadian dollars) | $ | $ |
| Financial assets (liabilities) | ||
| Cash and cash equivalents | 11,723 | 7,899 |
| Trade and otherpayables | (14,436) | (13,902) |
| (2,713) | (6,003) |
The impact of a 10% increase (decrease) in the exchange rate of the US dollar to the Canadian dollar would affect the measurement of the financial assets and liabilities presented in the table above and therefore increase (decrease) financial expense by approximately $0.3 million based on the outstanding balances at August 31, 2025.
The Corporation is also exposed to foreign exchange risk with respect to the annual interest, amounting to $168.4 million, associated with its notes and credit facilities denominated in US dollars. The impact of a 10% increase (decrease) in the exchange rate of the US dollar to the Canadian dollar would increase (decrease) the annual financial expense by approximately $16.8 million based on the outstanding debt and swap agreements at August 31, 2025.
Additionally, Cogeco Communications faced exposure to foreign exchange risk associated with the June 2025 repayment of its US$215 million Senior Secured Notes. In order to mitigate such risk, during the third quarter of fiscal 2025, Cogeco Communications entered into foreign currency forward contracts to partially hedge its exposure. At maturity in June 2025, a $14.9 million realized loss related to these foreign currency forward contracts was recognized within Financial expense .
| Weighted average | |||
|---|---|---|---|
| Type of relationship | Notional amount | Maturity | exchange rate |
| Economic hedge | US$210.2 million | June 16, 2025 | 1.4263 |
Furthermore, a foreign currency exposure arises from the Corporation's net investment in its U.S. subsidiary, as a result of the translation of the net investment into the Corporation's functional currency. A portion of the Corporation's net investment in its U.S. subsidiary is hedged by the Corporation's US dollar denominated Senior Secured Notes, which the Corporation has designated as hedges of the net investment, while a portion is economically hedged by its U.S. subsidiary's US dollar denominated First Lien Credit Facilities.
The following table shows the aggregate investment in foreign operations attributable to owners of the Corporation and the notional amount of debt borrowed to hedge this investment at August 31, 2025:
| Type of hedge | Notional amount of debt | Aggregate investment | Hedged item |
|---|---|---|---|
| Net investment | US$150 million | US$1,433 million | Net investment in foreign operations in US dollar |
42 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
The exchange rate used to translate the US dollar currency to the Canadian dollar for the consolidated statement of financial position accounts at August 31, 2025 was $1.3742 ($1.3491 at August 31, 2024) per US dollar. A 10% increase (decrease) in the exchange rate of the US dollar to the Canadian dollar would increase (decrease) other comprehensive income by approximately $176.3 million.
Market price risk
The Corporation uses derivative instruments to manage the cash flow exposure to the risk of changes in the market price of its subordinate voting shares, in relation to the DSU plan and the cash-settled ISU and PSU plans. As such, the Corporation uses equity swap agreements to economically hedge the market price appreciation risk of its subordinate voting shares.
The following table shows the equity derivative contracts outstanding at August 31, 2025:
| Type of relationship | Notional | Maturity | Average shareprice | Hedged item |
|---|---|---|---|---|
| Economic hedge | 128,650 units | January 2026 | $66.45 | Equity price exposure - DSU Plan |
| Economic hedge | 74,100 units | November 2025 | $66.01 | Equity price exposure - ISU / PSU Plans |
At August 31, 2025, the fair value of the equity swaps was $0.5 million and recognized as a liability. As a result of the equity swaps, a 10% change in the market price of the subordinate voting shares would not have a material financial impact on the Corporation's results.
8.6 Foreign currency
For the years ended August 31, 2025 and 2024, the average rates prevailing used to convert the operating results of the American telecommunications segment were as follows:
| Years ended August 31 | 2025 | 2024 |
|---|---|---|
| $ | $ | |
| US dollar vs Canadian dollar | 1.3962 | 1.3606 |
8.7 Contractual obligations, contingencies and guarantees
A) Contractual obligations
The following table presents the Corporation's contractual obligations at August 31, 2025, which are due in each of the next five years and thereafter:
| Years ended August 31 | 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total |
|---|---|---|---|---|---|---|---|
| (In thousands of Canadian dollars) | $ | $ | $ | $ | $ | $ | $ |
| Acquisition of property, plant and equipment(1) | 134,400 | 8,173 | 1,968 | — |
— | — |
144,541 |
| Other long-term contracts(2) | 79,362 | 49,482 | 48,532 | 48,622 |
28,231 | 35,161 |
289,390 |
| Lease commitments(3) | 10,009 | 56 | 26 | 7 |
5 | 5 |
10,108 |
| Financial liabilities and lease liabilities, and related capital amounts(4) |
410,631 | 270,701 | 41,061 | 2,071,810 | 234,939 | 1,946,587 | 4,975,729 |
| Interest payable on long-term debt, including the related derivative financial instruments(4) |
199,961 | 209,194 | 214,200 | 137,464 |
121,251 | 141,738 |
1,023,808 |
| 834,363 | 537,606 | 305,787 | 2,257,903 | 384,426 | 2,123,491 | 6,443,576 |
(1) Includes contractual obligations in connection with purchases of equipment and minimum spend commitments for acquisition of customer premise equipment, including in connection with the Corporation's high-speed Internet expansion projects.
(2) Includes long-term commitments under service and product contracts for operating expenditures, including under the strategic partnerships agreements entered into by the Corporation in order to facilitate the offering of wireless services under a capital-light operating model.
(3) Includes leases committed not yet commenced and leases of low value items.
(4) Refer to sub-section 8.5 "Financial risk management" for additional details.
At August 31, 2025, the Corporation had $157.9 million of performance and payment bonds outstanding, issued in accordance with the rules established by Infrastructure Ontario in connection with Ontario's Accelerated High Speed Internet Program (AHSIP).
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 43
B) Contingencies
Final rates for aggregated wholesale Internet access services
The CRTC has been in the process of reviewing wireline wholesale rates since 2023 through several costing and related processes. During that time, rates have been set on an interim basis. Final rates are expected to be announced before the end of calendar 2025 for Cogeco Communications, other cable wholesale providers and fibre-to-the-home services. A significant reduction in rates could have a material negative impact on the Corporation's revenue and market share, from a wholesale perspective as well as a retail perspective. The Corporation may also be required to reimburse its wholesale customers retroactively back to 2023 if the final rates are lower than the interim rates.
Class action proceedings
On September 20, 2024, an application seeking authorization to commence a class action against Cogeco Connexion was filed before the Superior Court of Québec. The application alleges that Cogeco Connexion breached Québec's Consumer Protection Act by failing to properly notify Québec-based residential customers of rate increases since September 20, 2021, and seeks full reimbursement of the rate increases and punitive damages. A hearing on the authorization of this class action took place on June 26, 2025. We are vigorously defending against this action. Due to the significant uncertainty surrounding the outcome of this application and its financial implications, the Corporation has not recorded any liability as at August 31, 2025.
Royalties payable for retransmission of distant television signals
On May 8, 2025, the Federal Court of Appeal granted an appeal by nine collective societies of a decision by the Copyright Board of Canada setting the quantum of royalties payable for the retransmission of distant Canadian and U.S. television over-the-air signals in Canada, for the 2014-2018 period. On August 6, 2025, six broadcasting distribution undertakings ("BDUs"), including Cogeco Communications, sought leave to appeal the Federal Court of Appeal's decision to the Supreme Court of Canada. If upheld, the Federal Court of Appeal's decision will result in the Corporation being subject to higher royalty rates for that period on a retroactive basis.
The Copyright Board has initiated a new proceeding to set the rates for subsequent tariff periods (2019-2023 and 2024-2028). Any decision from the Copyright Board that would align with the copyright collectives' proposed tariff rates for either of such subsequent periods could result in Cogeco Communications being subject to higher royalty rates. The Corporation has recognized a provision amounting to $11.7 million in connection with this matter in its consolidated statement of financial position as of August 31, 2025.
Other
The Corporation and its subsidiaries are involved in matters involving litigation, other regulatory decisions or potential claims from customers, suppliers or other third parties arising out of the ordinary course and conduct of its business. Although the outcome of such matters cannot be predicted with certainty, management does not consider these exposures to be significant to the consolidated financial statements. At August 31, 2025 and 2024, no liability has been recorded with respect to these litigations, other regulatory decisions and potential claims, except for those included in Note 17 of the consolidated financial statements.
C) Guarantees
In the normal course of business, the Corporation provides indemnification in conjunction with certain transactions. While many of the agreements specify a maximum potential exposure, some do not specify a maximum amount. The overall maximum amount of an indemnification obligation will depend on future events and conditions and therefore cannot be reasonably estimated. As a result, the Corporation cannot determine how they could affect its future liquidity, capital resources or credit risk profile. At August 31, 2025 and 2024, no liability has been recorded with respect to these indemnifications, except for those disclosed in Note 17 of the consolidated financial statements.
Sale of a business
In connection with the sale of certain businesses, the Corporation has agreed to indemnify the purchaser against claims related to events that occurred prior to the date of sale.
44 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
Long-term debt
Under the terms of the US Senior Secured Notes, the Corporation has agreed to indemnify the lenders against changes in regulations relative to withholding taxes and costs incurred due to changes in laws.
Sale of services
As part of transactions involving the sale of services, the Corporation and its subsidiaries may be required to make payments to counterparties as a result of breaches of representations and warranties made into the service agreements.
Purchase and development of assets
As part of transactions involving the purchase and development of assets, the Corporation and its subsidiaries may be required to pay counterparties for costs and losses incurred as a result of breaches of representations and warranties contained in the purchase agreements.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 45
9. Quarterly operating results
9.1 Quarterly financial highlights
| Fiscal 2025 | Fiscal 2025 | Fiscal 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended | Nov. 30 | Feb. 28 | May 31 | Aug. 31 | Nov. 30 | (1) | Feb. 29 | (1) | May 31 | (1) | Aug. 31 |
| (In thousands of Canadian dollars, | |||||||||||
| except % andper share data) | $ | $ | $ | $ | $ | $ | $ | $ | |||
| Operations | |||||||||||
| Revenue | 738,695 | 732,426 | 730,679 | 708,693 | 747,689 | 730,501 | 750,583 | 747,751 | |||
| Adjusted EBITDA | 365,215 | 356,499 | 362,377 | 358,554 | 358,960 | 347,112 | 365,824 | 370,418 | |||
| Adjusted EBITDA margin | 49.4 % | 48.7 % | 49.6 % | 50.6 % | 48.0 % | 47.5 % | 48.7 % | 49.5 % | |||
| Acquisition, integration, | |||||||||||
| restructuring and other costs (gains) |
(9,958) | 8,035 | 9,211 | 16,032 | 2,616 | 885 | 45,669 | 10,561 | |||
| Impairment of property, plant and | |||||||||||
| equipment | — | — | 1,574 | — | — | — | — | 14,862 | |||
| Profit for the period | 107,160 | 79,637 | 73,300 | 81,690 | 95,752 | 96,562 | 76,334 | 85,484 | |||
| Profit for the period attributable to | |||||||||||
| owners of the Corporation | 100,588 | 74,674 | 69,895 | 77,422 | 89,493 | 93,681 | 70,402 | 81,958 | |||
| Adjusted profit attributable to | |||||||||||
| owners of the Corporation | 90,674 | 80,693 | 77,186 | 88,590 | 103,726 | 94,054 | 103,597 | 99,054 | |||
| Cash flow | |||||||||||
| Cash flows from operating | |||||||||||
| activities | 218,865 | 253,212 | 400,789 | 265,143 | 236,982 | 285,434 | 333,626 | 319,177 | |||
| Free cash flow(1) | 148,858 | 116,603 | 143,946 | 107,781 | 137,848 | 101,799 | 88,185 | 148,189 | |||
| Acquisition of property, plant and | |||||||||||
| equipment | 153,243 | 159,371 | 125,933 | 157,625 | 153,549 | 180,247 | 171,034 | 154,260 | |||
| Net capital expenditures | 150,645 | 157,895 | 125,462 | 154,274 | 146,427 | 170,769 | 168,384 | 152,253 | |||
| Capital intensity | 20.4 % | 21.6 % | 17.2 % | 21.8 % | 19.6 % | 23.4 % | 22.4 % | 20.4 % | |||
| Per share data(2) and related | |||||||||||
| information | |||||||||||
| Earnings per share | |||||||||||
| Basic | 2.39 | 1.77 | 1.66 | 1.84 | 2.02 | 2.21 | 1.68 | 1.95 | |||
| Diluted | 2.38 | 1.76 | 1.64 | 1.82 | 2.01 | 2.20 | 1.67 | 1.94 | |||
| Adjusted diluted | 2.14 | 1.90 | 1.82 | 2.09 | 2.33 | 2.21 | 2.45 | 2.35 | |||
| Weighted average number of shares outstanding - diluted (in thousands) |
42,302 | 42,508 | 42,508 | 42,489 | 44,454 | 42,516 | 42,220 | 42,217 | |||
| Dividends per share | 0.922 | 0.922 | 0.922 | 0.922 | 0.854 | 0.854 | 0.854 | 0.854 |
(1) During the fourth quarter of fiscal 2024, the Corporation updated its free cash flow calculation to include proceeds on disposals of property, plant and equipment, which includes proceeds from sale and leaseback transactions. Comparative figures were restated to conform to the current presentation. For further details, please refer to the "Non-IFRS Accounting Standards and other financial measures" section.
(2) Per multiple and subordinate voting share.
9.2 Seasonal variations
Cogeco Communications' operating results are not generally subject to material seasonal fluctuations.
46 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
9.3 Fourth-quarter operating and financial results
Consolidated performance
| Three months ended August 31 (In thousands of Canadian dollars, except percentages) |
2025 Actual (1) Foreign exchange impact In constant currency (2) $ $ $ |
2024 Change Actual Actual In constant currency $ % % |
|---|---|---|
| Revenue Operating expenses Management fees – Cogeco Inc. |
708,693 (767) 707,926 346,688 (324) 346,364 3,451 — 3,451 |
747,751 (5.2) (5.3) 372,095 (6.8) (6.9) 5,238 (34.1) (34.1) |
| Adjusted EBITDA | 358,554 (443) 358,111 |
370,418 (3.2) (3.3) |
| Adjusted EBITDA margin | 50.6 % | 49.5 % |
| Net capital expenditures Capital intensity |
154,274 (203) 154,071 21.8 % |
152,253 1.3 1.2 20.4 % |
-
(1) For the fourth quarter of fiscal 2025, the average foreign exchange rate used for translation was 1.3722 USD/CDN.
-
(2) Fiscal 2025 fourth-quarter in constant currency is translated at the average foreign exchange rate of the comparable period of fiscal 2024, which was 1.3690 USD/CDN.
Revenue
| Change in | Foreign | ||||
|---|---|---|---|---|---|
| constant | exchange | ||||
| Three months ended August 31 | 2025 | 2024 | Change | currency | impact |
| (In thousands of Canadian dollars, except percentages) | $ | $ | % | % | $ |
| Canadian telecommunications | 372,931 | 378,702 | (1.5) | (1.5) | — |
| American telecommunications | 335,762 | 369,049 | (9.0) | (9.2) | (767) |
| 708,693 | 747,751 | (5.2) | (5.3) | (767) |
For the fourth quarter of fiscal 2025, revenue decreased by 5.2% (5.3% in constant currency). The decrease in constant currency is mainly due to:
-
a decline in the American telecommunications segment's subscriber base, especially for entry-level services, and a higher proportion of customers subscribing to Internet-only services, as well as a competitive pricing environment; and
-
lower revenue in the Canadian telecommunications segment, mainly due to a lower revenue per customer as a result of a decline in video and wireline phone service subscribers, as an increasing proportion of customers subscribe to Internet-only services, as well as a competitive pricing environment. The decrease was partly offset by the cumulative effect of high-speed Internet service additions over the past year.
Operating expenses
| Change in | Foreign | ||||
|---|---|---|---|---|---|
| constant | exchange | ||||
| Three months ended August 31 | 2025 | 2024 | Change | currency | impact |
| (In thousands of Canadian dollars, except percentages) | $ | $ | % | % | $ |
| Canadian telecommunications | 172,798 | 175,688 | (1.6) | (1.7) | (17) |
| American telecommunications | 166,327 | 185,588 | (10.4) | (10.5) | (306) |
| Corporate and eliminations | 7,563 | 10,819 | (30.1) | (30.1) | (1) |
| 346,688 | 372,095 | (6.8) | (6.9) | (324) |
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 47
For the fourth quarter of fiscal 2025, operating expenses decreased by 6.8% (6.9% in constant currency). The decrease in constant currency is mainly driven by cost reduction initiatives and operating efficiencies across the Corporation as a result of our ongoing three-year transformation program, in addition to:
-
reduced video service costs resulting from a decline in TV subscriptions in both the American and Canadian telecommunications segments; partly offset by
-
higher operating expenses in the Canadian telecommunications segment, in part to drive subscriber growth.
Management fees
For the fourth quarter of fiscal 2025, management fees paid to Cogeco were $3.5 million compared to $5.2 million for the same period of fiscal 2024. The decrease is mainly attributable to lower variable compensation. For further details on the Corporation's management fees, please refer to the "Related party transactions" section.
Adjusted EBITDA
| Change in | Foreign | ||||
|---|---|---|---|---|---|
| constant | exchange | ||||
| Three months ended August 31 | 2025 | 2024 | Change | currency | impact |
| (In thousands of Canadian dollars, except percentages) | $ | $ | % | % | $ |
| Canadian telecommunications | 200,133 | 203,014 | (1.4) | (1.4) | 17 |
| American telecommunications | 169,435 | 183,461 | (7.6) | (7.9) | (461) |
| Corporate and eliminations | (11,014) | (16,057) | 31.4 | 31.4 | 1 |
| 358,554 | 370,418 | (3.2) | (3.3) | (443) |
For the fourth quarter of fiscal 2025, adjusted EBITDA decreased by 3.2% (3.3% in constant currency). The decrease in constant currency is mainly due to lower revenue in both the American and Canadian telecommunications segments, offset in part by lower operating expenses driven by cost reduction initiatives and operating efficiencies across the Corporation, as explained above.
Net capital expenditures
| Three months ended August 31 (In thousands of Canadian dollars, except percentages) |
2025 Actual Foreign exchange impact In constant currency $ $ $ |
2024 Change Actual Actual In constant currency $ % % |
|---|---|---|
| Canadian telecommunications American telecommunications Corporate and eliminations |
86,325 (49) 86,276 66,295 (154) 66,141 1,654 — 1,654 |
71,000 21.6 21.5 76,238 (13.0) (13.2) 5,015 (67.0) (67.0) |
| Net capital expenditures(1) Net capital expenditures in connection with network expansionprojects |
154,274 (203) 154,071 57,818 (387) 57,431 |
152,253 1.3 1.2 56,911 1.6 0.9 |
| Net capital expenditures, excluding network expansion projects |
96,456 184 96,640 |
95,342 1.2 1.4 |
| Capital intensity Capital intensity, excluding network expansion projects |
21.8 % 13.6 % |
20.4 % 12.8 % |
(1) Net capital expenditures exclude non-cash acquisitions of right-of-use assets and the purchases, and related borrowing costs, of spectrum licences, and are presented net of government subsidies, including the utilization of those received in advance.
For the fourth quarter of fiscal 2025, net capital expenditures increased by 1.3% (1.2% in constant currency), mainly due to higher capital spending related to customer premise equipment in the Canadian telecommunications segment. The increase is partly offset by the timing of certain initiatives in the Canadian telecommunications segment, as well as lower capital spending in the American telecommunications segment, mainly related to customer premise equipment.
48 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
For the fourth quarter of fiscal 2025, capital intensity was 21.8% compared to 20.4% for the same period of the prior year. The capital intensity increase is mainly due to lower revenue in both the American and Canadian telecommunications segments.
Excluding network expansion projects, net capital expenditures for the fourth quarter of fiscal 2025 increased by 1.2% (1.4% in constant currency), while capital intensity was 13.6% compared to 12.8% for the same period of the prior year.
Acquisition, integration, restructuring and other costs
| Three months ended August 31 | 2025 | 2024 | Change |
|---|---|---|---|
| (In thousands of Canadian dollars, except percentages) | $ | $ | % |
| Acquisition and integration costs | — | 82 | — |
| Restructuring costs(1) | 13,579 | 7,801 | 74.1 |
| Configuration and customization costs related to cloud computing and other arrangements | 2,192 | 2,678 | (18.1) |
| Other costs | 261 | — | — |
| 16,032 | 10,561 | 51.8 |
(1) Consists of severance charges, including accelerated share-based compensation expense, and other related costs.
For the fourth quarter of fiscal 2025, acquisition, integration, restructuring and other costs increased by 51.8%, mostly due to higher restructuring costs incurred compared to last year, as further cost optimization initiatives were undertaken.
Depreciation and amortization
| Three months ended August 31 | 2025 | 2024 | Change |
|---|---|---|---|
| (In thousands of Canadian dollars, except percentages) | $ | $ | % |
| Canadian telecommunications | 84,352 | 84,356 | — |
| American telecommunications | 87,966 | 97,590 | (9.9) |
| Corporate and eliminations | 1,260 | 415 | — |
| 173,578 | 182,361 | (4.8) |
For the fourth quarter of fiscal 2025, depreciation and amortization expense amounted to $173.6 million, a decrease of 4.8% compared to the same period of the prior year, mainly due to a lower level of capital assets in the American telecommunications segment.
Impairment of property, plant and equipment
During last year's fourth quarter, non-cash pre-tax impairment charges amounting to $14.9 million, mostly related to assets under construction write-offs, were recognized in connection with cost optimization initiatives undertaken, mainly following the Corporation's strategic partnerships announced in August 2024 to facilitate the development of wireless services in Canada under a capital-light operating model.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 49
Financial expense
| Three months ended August 31 | 2025 | 2024 | Change |
|---|---|---|---|
| (In thousands of Canadian dollars, except percentages) | $ | $ | % |
| Interest on long-term debt, excluding interest on lease liabilities | 68,936 | 73,136 | (5.7) |
| Interest on lease liabilities | 803 | 691 | 16.2 |
| Change in fair value of forward contracts(1) | 4,144 | — | — |
| Net foreign exchange gain | (1,227) | (3,203) | (61.7) |
| Interest and other income | (2,614) | (2,580) | 1.3 |
| Capitalized borrowing costs(2) | (1,890) | (6,922) | (72.7) |
| Other | 1,481 | 803 | 84.4 |
| Financial expense | 69,633 | 61,925 | 12.4 |
(1) In connection with foreign currency forward contracts entered into during the third quarter of fiscal 2025 to partially hedge the Corporation's US exposure associated with the June 2025 repayment of its US$215 million Senior Secured Notes, please refer to sub-section 8.5 "Financial risk management".
(2) Mainly in connection with debt incurred for the purchase of spectrum licences and the construction of certain networks.
For the fourth quarter of fiscal 2025, financial expense increased by 12.4%, mainly due to:
-
lower capitalized interest, mostly due to last year's capitalized interest recognized during the fourth quarter in connection with debt incurred for previously acquired spectrum licences;
-
a $4.1 million realized loss on foreign currency forward contracts entered into during the third quarter of fiscal 2025 to partially hedge the Corporation's US exposure associated with the June 2025 repayment of its US$215 million Senior Secured Notes; and
-
higher interest expense following the issuance of the $325 million Senior Secured Notes - Series 3 in February 2025; partly offset by
-
lower usage under the Term Revolving Facility compared to last year; and
-
lower interest expense following the repayment of the US$215 million Senior Secured Notes in June 2025.
Income taxes
| Three months ended August 31 | 2025 | 2025 | 2024 | 2024 | Change |
|---|---|---|---|---|---|
| (In thousands of Canadian dollars, except percentages) | $ | $ | % | ||
| Current | 12,183 | 553 | — | ||
| Deferred | 5,438 | 14,672 | (62.9) | ||
| Income taxes | 17,621 | 15,225 | 15.7 | ||
| Effective income tax rate | 17.7 | % | 15.1 | % | 17.2 |
For the fourth quarter of fiscal 2025, income tax expense increased by 15.7%, mainly due to:
-
the impact of the Pillar Two global minimum tax and other recent changes in tax legislation, which applied to the Corporation starting on September 1[st] , 2024; and
-
lower tax benefits related to financing costs in connection with past acquisitions; partly offset by
-
favorable tax adjustments.
Current income taxes were higher in the fourth quarter of fiscal 2025 compared to the same period of the prior year, mainly for the same reasons as for the total income tax expense.
50 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
Profit for the period
| Three months ended August 31 | 2025 | 2024 | Change |
|---|---|---|---|
| (In thousands of Canadian dollars, except percentages and earnings per share) | $ | $ | % |
| Profit for the period | 81,690 | 85,484 | (4.4) |
| Profit for the period attributable to owners of the Corporation | 77,422 | 81,958 | (5.5) |
| Profit for the period attributable to non-controlling interest(1) | 4,268 | 3,526 | 21.0 |
| Adjustedprofit attributable to owners of the Corporation | 88,590 | 99,054 | (10.6) |
| Basic earnings per share | 1.84 | 1.95 | (5.6) |
| Diluted earnings per share | 1.82 | 1.94 | (6.2) |
| Adjusted diluted earnings per share | 2.09 | 2.35 | (11.1) |
(1) The non-controlling interest relates to the 21% ownership of La Caisse in a U.S. subsidiary.
For the fourth quarter of fiscal 2025, profit for the period and profit for the period attributable to owners of the Corporation decreased by 4.4% and 5.5%, respectively, mainly as a result of:
-
lower adjusted EBITDA;
-
higher financial expense; and
-
higher acquisition, integration, restructuring and other costs; partly offset by
-
last year's non-cash pre-tax impairment charges of $14.9 million, mostly related to assets under construction write-offs; and
-
lower depreciation and amortization expense.
For the fourth quarter of fiscal 2025, adjusted profit attributable to owners of the Corporation, which excludes the impact of acquisition, integration, restructuring and other costs, as well as non-cash impairment charges (both net of tax and noncontrolling interest), decreased by 10.6% compared to the same period of the prior year.
Canadian telecommunications
Operating and financial results
| Three months ended August 31 (In thousands of Canadian dollars, except percentages) |
2025 Actual (1) Foreign exchange impact In constant currency (2) $ $ $ |
2024 Change Actual Actual In constant currency $ % % |
|---|---|---|
| Revenue Operatingexpenses |
372,931 — 372,931 172,798 (17) 172,781 |
378,702 (1.5) (1.5) 175,688 (1.6) (1.7) |
| Adjusted EBITDA | 200,133 17 200,150 |
203,014 (1.4) (1.4) |
| Adjusted EBITDA margin | 53.7 % | 53.6 % |
| Net capital expenditures Capital intensity |
86,325 (49) 86,276 23.1 % |
71,000 21.6 21.5 18.7 % |
(1) For the fourth quarter of fiscal 2025, the average foreign exchange rate used for translation was 1.3722 USD/CDN.
- (2) Fiscal 2025 fourth-quarter in constant currency is translated at the average foreign exchange rate of the comparable period of fiscal 2024, which was 1.3690 USD/CDN.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 51
Revenue
For the fourth quarter of fiscal 2025, revenue decreased by 1.5% as reported and in constant currency, mainly resulting from:
-
a lower revenue per customer as a result of a decline in video and wireline phone service subscribers, as an increasing proportion of customers subscribe to Internet-only services, as well as a competitive pricing environment; partly offset by
-
a higher Internet service subscriber base.
Operating expenses
For the fourth quarter of fiscal 2025, operating expenses decreased by 1.6% (1.7% in constant currency), mainly resulting from:
-
cost reduction initiatives and operating efficiencies; and
-
reduced video service costs resulting in part from a decline in TV subscriptions; partly offset by
-
higher operating expenses, in part to drive subscriber growth.
Adjusted EBITDA
For the fourth quarter of fiscal 2025, adjusted EBITDA decreased by 1.4% as reported and in constant currency, resulting from lower revenue, offset in part by lower operating expenses mainly driven by cost reduction initiatives and operating efficiencies.
Net capital expenditures and capital intensity
For the fourth quarter of fiscal 2025, net capital expenditures increased by 21.6% (21.5% in constant currency) and capital intensity was 23.1% compared to 18.7% for the same period of the prior year, mainly due to higher capital spending related to customer premise equipment, partly offset by the timing of certain initiatives.
Primary service units
| Primary service units | |
|---|---|
| August 31, 2025 |
Net additions (losses) |
| Three months ended August 31 2025 2024 |
|
| Primary service units (1) 1,874,071 Internet service subscribers 938,166 Video service subscribers 578,761 Wireline phone service subscribers 357,144 |
6,096 (2,327) 16,988 9,707 (7,308) (7,877) (3,584) (4,157) |
(1) Primary service units exclude mobile phone service subscribers due to wireless services' early stage of development.
Internet
Fiscal 2025 fourth-quarter Internet service subscribers increased by 16,988.
Video
Fiscal 2025 fourth-quarter video service subscriber net losses of 7,308 were mainly due to ongoing changes in video consumption trends, with an increasing proportion of customers subscribing to Internet-only services, partly offset by additions in network expansion areas.
Wireline phone
Fiscal 2025 fourth-quarter wireline phone service subscriber net losses of 3,584 were mainly due to higher mobile phone substitution, partly offset by additions in network expansion areas.
Homes passed
Fiscal 2025 fourth-quarter homes passed increased by 10,797.
52 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
American telecommunications
Operating and financial results
| Three months ended August 31 (In thousands of Canadian dollars, except percentages) |
2025 Actual (1) Foreign exchange impact In constant currency (2) $ $ $ |
2024 Change Actual Actual In constant currency $ % % |
|---|---|---|
| Revenue Operatingexpenses |
335,762 (767) 334,995 166,327 (306) 166,021 |
369,049 (9.0) (9.2) 185,588 (10.4) (10.5) |
| Adjusted EBITDA | 169,435 (461) 168,974 |
183,461 (7.6) (7.9) |
| Adjusted EBITDA margin | 50.5 % | 49.7 % |
| Net capital expenditures Capital intensity |
66,295 (154) 66,141 19.7 % |
76,238 (13.0) (13.2) 20.7 % |
(1) For the fourth quarter of fiscal 2025, the average foreign exchange rate used for translation was 1.3722 USD/CDN.
(2) Fiscal 2025 fourth-quarter in constant currency is translated at the average foreign exchange rate of the comparable period of fiscal 2024, which was 1.3690 USD/CDN.
Revenue
For the fourth quarter of fiscal 2025, revenue decreased by 9.0% (9.2% in constant currency). The decrease in constant currency is mainly due to a decline in the segment's subscriber base, especially for entry-level services, and to a higher proportion of customers subscribing to Internet-only services, as well as a competitive pricing environment.
In local currency, revenue amounted to US$244.7 million compared to US$269.6 million for the same period of fiscal 2024.
Operating expenses
For the fourth quarter of fiscal 2025, operating expenses decreased by 10.4% (10.5% in constant currency). The decrease in constant currency is primarily due to:
-
reduced video service costs resulting from a decline in TV subscriptions; and
-
cost reduction initiatives and operating efficiencies.
Adjusted EBITDA
For the fourth quarter of fiscal 2025, adjusted EBITDA decreased by 7.6% (7.9% in constant currency). The decrease in constant currency is mainly due to lower revenue, offset in part by lower operating expenses driven by cost reduction initiatives and operating efficiencies.
In local currency, adjusted EBITDA amounted to US$123.4 million compared to US$134.0 million for the same period of fiscal 2024.
Net capital expenditures and capital intensity
For the fourth quarter of fiscal 2025, net capital expenditures decreased by 13.0% (13.2% in constant currency) and capital intensity was 19.7% compared to 20.7% for the same period of the prior year, mainly due to lower capital spending related to customer premise equipment.
In local currency, net capital expenditures amounted to US$48.3 million compared to US$55.7 million for the same period of fiscal 2024.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 53
Primary service units
| Primary service units | |
|---|---|
| August 31, 2025 |
Net additions (losses) |
| Three months ended August 31 2025 2024 |
|
| Primary service units (1) 962,183 Internet service subscribers 616,070 Video service subscribers 234,167 Wireline phone service subscribers 111,946 |
(15,498) (19,118) (6,341) (8,731) (6,092) (7,436) (3,065) (2,951) |
(1) Primary service units exclude mobile phone service subscribers due to wireless services' early stage of development.
Internet
Fiscal 2025 fourth-quarter Internet service subscriber net losses of 6,341 were mainly due to:
-
a highly competitive environment, notably for entry-level Internet services; partly offset by
-
net additions of 1,280 Internet service subscribers in Ohio, in part due to improved customer management resulting from investments made in the network infrastructure and new sales and marketing strategies.
Video
Fiscal 2025 fourth-quarter video service subscriber net losses of 6,092 were mainly due to:
-
the continued promotion of Internet-led offers and a reduced emphasis on stand-alone video service offerings;
-
ongoing changes in video consumption trends, with an increasing proportion of customers subscribing to Internetonly services; and
-
competitive offers in the industry, including online platforms.
Wireline phone
Fiscal 2025 fourth-quarter wireline phone service subscriber net losses of 3,065 were mainly due to:
-
the continued emphasis on offers that are Internet-led; and
-
higher mobile phone substitution.
Homes passed
Fiscal 2025 fourth-quarter homes passed increased by 4,314[(i)] .
Cash flow analysis
| Three months ended August 31 | 2025 | 2024 | Change |
|---|---|---|---|
| (In thousands of Canadian dollars, except percentages) | $ | $ | % |
| Cash flow s from operating activities |
265,143 | 319,177 | (16.9) |
| Cash flows used in i nvesting activities |
(159,730) | (157,690) | 1.3 |
| Cash flo ws used in financing activities |
(274,681) | (137,217) | — |
| Effect of exchange rate changes on cash and cash equivalents denominated in a foreign currency |
(330) | (2,206) | (85.0) |
| Net change in cash and cash equivalents | (169,598) | 22,064 | — |
| Cash and cash equivalents, beginningof theperiod | 244,750 | 54,271 | — |
| Cash and cash equivalents, end of the period | 75,152 | 76,335 | (1.5) |
(i) During the fourth quarter of fiscal 2025, homes passed were adjusted following an exhaustive review of the calculation of American homes passed. This change has been applied retrospectively to the comparative figures.
54 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
Operating activities
For the fourth quarter of fiscal 2025, cash flows from operating activities decreased by 16.9%, mainly due to:
-
lower cash from other non-cash operating activities, primarily due to the timing of collection of trade and other receivables and the timing of payments of trade and other payables; and
-
lower adjusted EBITDA.
Investing activities
For the fourth quarter of fiscal 2025, cash flows used in investing activities increased by 1.3%, primarily due to the increase in acquisition of property, plant and equipment over last year.
Acquisition of property, plant and equipment
The following table shows the reconciliation between the cash payments for acquisition of property, plant and equipment and the net capital expenditures, as presented in the "Consolidated performance" sub-section above.
| Three months ended August 31 | 2025 | 2024 | Change |
|---|---|---|---|
| (In thousands of Canadian dollars, except percentages) | $ | $ | % |
| Acquisition of property, plant and equipment | 157,625 | 154,260 | 2.2 |
| Subsidies received in advance recognized as a reduction of the cost of property, plant and equipment duringtheperiod |
(3,351) | (2,007) | 67.0 |
| Net capital expenditures | 154,274 | 152,253 | 1.3 |
Financing activities
Issuance and repayment of debt
For the fourth quarter of fiscal 2025, changes in cash flows from the issuance and repayment of debt are mainly explained as follows:
| Three months ended August 31 | 2025 | 2024 | Explanations |
|---|---|---|---|
| (In thousands of Canadian dollars) | $ | $ | |
| Increase (decrease) in bank indebtedness | 1,379 | (1,412) | Related to the timing of working capital needs. |
| Net increase (decrease) under revolving | 216,151 | (90,549) | Related to the funds drawn under the Term Revolving Facility |
| facilities | during the fourth quarter of fiscal 2025. Last year's repayment | ||
| was related to the repayment of amounts drawn under the | |||
| revolving facilities. | |||
| Issuance of long-term debt, net of discounts | 1,694 | — | Related to funds drawn under the Senior Unsecured Non- |
| and transaction costs | Revolving Facility. | ||
| Repayment of notes and credit facilities | (437,163) | (7,251) | Mainly related to the redemption of the US$215 million Senior |
| Secured Notes upon maturity in June 2025 and the quarterly | |||
| repayments of the Senior Secured Term Loan B Facility, which included an additional repayment of US$100 million in August |
|||
| 2025. | |||
| Payment on settlement of forward contracts | (14,940) | — | Related to the foreign currency forward contracts entered into |
| during the third quarter of fiscal 2025 to partially hedge the | |||
| Corporation's US exposure associated with the June 2025 repayment of its US$215 million Senior Secured Notes. |
|||
| Repayment of lease liabilities | (3,461) | (2,384) | Comparable. |
| Increase in deferred transaction costs | (23) | (9) | Comparable. |
| (236,363) | (101,605) |
Dividends
During the fourth quarter of fiscal 2025, a quarterly eligible dividend of $0.922 per share was paid to the holders of multiple and subordinate voting shares, totalling $38.6 million, compared to a quarterly eligible dividend paid of $0.854 per share, or $35.8 million, in the fourth quarter of fiscal 2024.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 55
Free cash flow
| Change in | Foreign | |||||||
|---|---|---|---|---|---|---|---|---|
| constant | exchange | |||||||
| Three months ended August 31 | 2025 | (1) | 2024 | Change | currency | (2) | impact | (2) |
| (In thousands of Canadian dollars, except percentages) | $ | $ | % | % | $ | |||
| Adjusted EBITDA | 358,554 | 370,418 | (3.2) | (3.3) | (443) | |||
| Share-based payment | 1,557 | 1,982 | (21.4) | |||||
| Proceeds from disposals of property, plant and equipment | 606 | 594 | 2.0 | |||||
| Loss (gain) on disposals and write-offs of property, plant | ||||||||
| and equipment | (39) | 430 | — | |||||
| Defined benefit plans expense, net of contributions | 119 | 251 | (52.6) | |||||
| Acquisition, integration, restructuring and other costs | (16,032) | (10,561) | 51.8 | |||||
| Financial expense | (69,633) | (61,925) | 12.4 | |||||
| Amortization of deferred transaction costs and discounts | ||||||||
| on long-term debt(3) | 2,567 | 2,190 | 17.2 | |||||
| Current income taxes | (12,183) | (553) | — | |||||
| Net capital expenditures | (154,274) | (152,253) | 1.3 | |||||
| Repayment of lease liabilities | (3,461) | (2,384) | 45.2 | |||||
| Free cash flow | 107,781 | 148,189 | (27.3) | (27.4) | (125) | |||
| Free cash flow, excluding network expansion projects | 165,599 | 205,100 | (19.3) | (19.5) | (512) |
(1) For the fourth quarter of fiscal 2025, the average foreign exchange rate used for translation was 1.3722 USD/CDN.
(2) Fiscal 2025 fourth-quarter in constant currency is translated at the average foreign exchange rate of the comparable period of fiscal 2024, which was 1.3690 USD/CDN.
(3) Included within financial expense.
For the fourth quarter of fiscal 2025, free cash flow decreased by 27.3% (27.4% in constant currency). The variation in constant currency is mainly due to:
-
lower adjusted EBITDA;
-
higher current income taxes;
-
higher financial expense; and
-
higher acquisition, integration, restructuring and other costs.
Excluding network expansion projects, free cash flow for the fourth quarter of fiscal 2025 amounted to $165.6 million ($165.1 million in constant currency), a decrease of 19.3% (19.5% in constant currency) compared to the same period of the prior year.
10. Fiscal 2026 financial guidelines
The current section contains forward-looking statements concerning the business outlook for Cogeco Communications. For a description of risk factors that could cause actual results to differ materially from what Cogeco Communications expects, please refer to the "Uncertainties and main risk factors" section of the present MD&A.
The Corporation presents its fiscal 2026 financial guidelines on a constant currency basis and believes this presentation enables an improved understanding of the Corporation's underlying financial performance, undistorted by the effects of changes in foreign currency rates. Measures on a constant currency basis are considered non-IFRS Accounting Standards measures and ratios, and do not have any standardized meaning prescribed by IFRS Accounting Standards and therefore, may not be comparable to similar measures presented by other companies. The financial guidelines exclude the impact from possible business acquisitions and/or disposals, and do not take into consideration unusual adjustments that could result from regulatory environment changes (including changes to Internet wholesale rates), and/or unforeseeable legal matters or non-recurring items.
Fiscal 2026 will be the second year of a three-year transformation program, where investments are made in order to set the Corporation on a path to sustainable growth. On a constant currency basis, the Corporation expects fiscal 2026 revenue to decrease by 1% to 3%, resulting mostly from a growing Internet subscriber base, a decline in video and wireline phone subscriptions, as well as a competitive pricing environment. On a constant currency basis, fiscal 2026 adjusted EBITDA is
56 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
expected to decrease by 0% to 2%, as we continue to face revenue pressures in the U.S., and are investing into new sales and marketing capabilities, especially in the U.S., as part of our three-year transformation program, while generating additional operational efficiencies. In addition, fiscal 2026 adjusted EBITDA reflects operating costs and investments to scale wireless in Canada.
Net capital expenditures are anticipated to be between $560 and $600 million, including net investments of approximately $100 to $140 million in growth-oriented network expansions, which will increase the Corporation's footprint in Canada and the United States. Capital intensity is expected to range between 19% and 21%, or 15% and 17% excluding network expansion projects.
On a constant currency basis, free cash flow and free cash flow, excluding network expansion projects are expected to increase by 0% to 10%, due to lower financial expense, partially offset by higher current income tax and continued growthoriented investments.
The following table outlines the Corporation's fiscal 2026 financial guidelines ranges compared to fiscal 2025 actual results, on a constant currency and consolidated basis:
| October 29, 2025 | ||||
|---|---|---|---|---|
| Projections | (1) | Actual | ||
| Fiscal 2026 (constant currency) |
(2) | Fiscal 2025 | ||
| (In millions of Canadian dollars, except percentages) | $ | $ | ||
| Financial guidelines | ||||
| Revenue | Decrease of 1% to 3% | 2,910 | ||
| Adjusted EBITDA | Decrease of 0% to 2% | 1,443 | ||
| Net capital expenditures | $560 to $600 | 588 | ||
| Net capital expenditures in connection with network expansion projects | $100 to $140 | 108 | ||
| Capital intensity | 19% to 21% | 20.2 | % | |
| Capital intensity, excluding network expansion projects | 15% to 17% | 16.5 | % | |
| Free cash flow | Increase of 0% to 10% | (3) | 517 |
|
| Free cash flow, excluding network expansion projects | Increase of 0% to 10% | (3) | 626 |
(1) Percentage of changes compared to fiscal 2025.
(2) Fiscal 2026 financial guidelines are based on a USD/CDN constant exchange rate of 1.3962 USD/CDN.
(3) The assumed current income tax effective rate is approximately 11.5%.
11. Sustainability strategy
At Cogeco, we take pride in our long-standing tradition of environmental action, social engagement and community involvement. Our sustainability strategy is an integral part of the Corporation's business strategy as we recognize the fundamental role that corporations must play in addressing the most pressing environmental, social and economic challenges of our time, as well as our responsibility towards effective monitoring and management of our sustainabilityrelated risks and opportunities to ensure long-term and resilient value creation.
Cogeco's most recent Sustainability Report and the Sustainability Data Supplement are available on the Corporation's website at corpo.cogeco.com, under "Sustainability - Sustainability Practices".
12. Uncertainties and main risk factors
This section outlines the principal risks and uncertainties that Cogeco Communications and its subsidiaries currently believe to be material. It does not purport to cover all contingencies, or to describe all possible factors that might have an influence on the Corporation 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 currently anticipated. If any of the following risks, or any other risks and uncertainties that the Corporation and its subsidiaries have not yet identified or that they currently consider not to be material, actually occur or become material
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 57
risks, the Corporation and its subsidiaries' businesses, guidance, prospects, financial condition, results of operations and cash flows and consequently the price of the subordinate voting shares could be materially and adversely affected.
Enterprise risk management
The Corporation strives to continually strengthen its risk management practices to safeguard and increase shareholder value. The objective of risk management is not to eliminate risk entirely but to balance risk and return effectively in order to maximize value to the organization. As such, the Corporation has a formal integrated enterprise-wide risk management ("ERM") program structured and governed based on the widely adopted Committee of Sponsoring Organizations of the Treadway Commission ("COSO") ERM integrated framework. This framework establishes a strong connection between risk, strategy and enterprise performance.
As part of the Corporation's ERM program, a risk register is maintained and updated through engagement with leaders across the organization to identify, measure and mitigate risks that could impact overall risk assessment and strategic planning. Strategic, operational, financial, regulatory, compliance, environmental, social and governance related risks are analyzed, and the process takes into account both short and longer term existing and emerging risks, as deemed relevant. An annual risk assessment is conducted and includes a risk survey of all senior leaders. Based on the survey results, key risks to achieving the organization's corporate objectives are identified and risk mitigation measures are implemented as required. Annual risk assessment results are presented to the senior leadership team and the Audit Committee, with quarterly updates on risks and related mitigation measures. In addition, as part of this annual risk assessment process, the organization's Risk Tolerance Framework , guiding strategic decision making, is reviewed and updated, as needed.
12.1 Competitive environment
The Corporation operates in a highly competitive environment. Competition is expected to remain strong for the foreseeable future due to traditional and non-traditional competitors seeking market share and competitive trends evolving with customer demands, regulatory developments and emerging technologies. This can lead competitors to adopt more aggressive strategies to protect and grow market share, revenue and profit.
Competition stems from various sources. This includes large traditional phone companies, cable operators and mobile operators enhancing their offerings with products such as exclusive, direct-to-consumer video content, investing in fibre-tothe-home ("FTTH") and in fixed-wireless access ("FWA"), expanding their 5G networks and using wholesale access regulation to access markets outside of their traditional wireline operating footprints. Other competitive threats arise from other service-based Internet providers in Canada who use wholesale Internet regulation, companies and municipalities building new facilities in the Corporation's markets, U.S. communities deploying open access broadband networks, and new entrants using satellite technology for Internet access. Global technology and streaming giants also continue to increase their presence in various content markets, which may lead to higher customer churn due to expanded media content choices.
To mitigate competitive risks, the Corporation prioritizes offering high quality products, superior customer service and compelling value. Additionally, the Corporation has launched wireless services in the United States in fiscal 2024, and in Canada in July 2025. In both instances, the services are offered principally via MVNO agreements, and are available to new and existing Internet customers on a bundled basis.
The Corporation's principal competitive risks can be broken down as follows.
Intense competition in the Canadian and American telecommunications segments.
Both the Canadian and American markets have been experiencing heightened competition in recent years.
In Canada, Internet resale-based providers and larger, integrated phone, cable and mobile providers can currently use the CRTC's mandated wholesale high-speed access service regime to compete in the Corporation's service areas. The regulated wholesale regime does not require that the providers who use it must invest in network construction. While resale-based providers are primarily focused on Internet services, some are also providing video and phone services and growing their offering. Recently, larger, integrated phone, cable and mobile providers have, through the acquisition of Internet wholesalebased providers and through their own brands, become users of mandated wholesale high-speed access services in our serving territories, which they have the ability to bundle with wireless, video and other services.
In the U.S., the Corporation is also facing elevated competition from traditional cable and telco competitors, as well as new fibre builders overbuilding its facilities, and fixed wireless and satellite broadband providers - some federally funded to expand into unserved areas. Additionally, broader availability of federal, state, and local funding allows local utility companies and other small competitors to build networks within our footprint.
58 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
Growing competition for video services.
The Corporation faces ongoing competition in Canada and the U.S. from a number of companies offering video services, including other broadcasting distribution undertakings ("BDUs"), and over-the-top ("OTT") providers, including subscriptionbased streaming services such as Netflix, Disney+, virtual multichannel video providers such as YouTube TV and fuboTV that offer streamed linear television networks traditionally exclusively offered by BDUs, and free ad-supported television services. These trends are expected to continue to increase and the Corporation could be materially adversely affected if, as a result, there was a further acceleration in video cord-cutting.
The Corporation enables the delivery of certain streaming services within its video product but does not own any subscription-based streaming services.
Increased number of consumers switching from wireline phone to mobile and IP-based phone services.
As mobile phone and smartphone adoption grows, an increasing number of wireline phone subscribers are disconnecting fixed lines. An accelerated erosion of the Corporation's wireline phone subscriber base could have a material adverse effect on the Corporation's business, financial condition, prospects and results of operations.
Launch of wireless services.
In fiscal 2023, the Corporation began offering wireless services in Canada, in the city of Sept-Îles, Québec. The Corporation further expanded its wireless offerings in July 2025, adding 12 additional markets across Québec and Ontario, and subsequently expanded across the majority of its operating footprint in October 2025.
Our wireless services are principally provided pursuant to two key supplier agreements: a five-year MVNO agreement with a national wireless network operator giving Cogeco Communications access to its wireless network, pursuant to the terms of the CRTC's MVNO access regime established in Telecom Regulatory Policy CRTC 2021-130; and a separate five-year agreement for the delivery of wireless technology platforms, including business support systems, core network and operation systems.
Launching a mobile operation in Canada as an MVNO requires significant investments, including the acquisition and deployment of spectrum, the expansion and maintenance of a mobile network, the attraction and retention of customers and the implementation of marketing strategies and other commercial efforts. Further, the CRTC's MVNO access regime established in Telecom Regulatory Policy CRTC 2021-130 provides that incumbent wireless carriers are to provide MVNO access services to regional wireless carriers for a period of seven years to May 2030. Should the Corporation fail to adequately expand its own wireless network or enter into a commercial MVNO agreement before the end of the 7-year term, it could run the risk of no longer being in a position to serve its wireless customers.
The Corporation has also been providing wireless services in the United States since May 2024, through a commercially negotiated MVNO arrangement. This arrangement carries operating risks similar to those in Canada, even though the U.S. MVNO agreement is purely commercial and is not tied to a regulatory framework.
12.2 Business risks
Economic conditions
The Corporation is influenced by general economic conditions, consumer confidence and spending, and the demand for its products and services. Adverse economic conditions, such as heightened inflation, high housing support costs relative to income, lower levels of employment and increased household debt, could impact residential disposable incomes. The imposition of trade tariffs, other trade conditions or protective government measures may also adversely impact the greater macroeconomic environment. Such conditions could cause customers to reduce or delay discretionary spending, impacting new service purchases or volumes of use, and consider substitution by lower-priced alternatives. This could have a negative impact on the demand for the Corporation's products and services, and could lead to increased cord cutting and lower ARPUs, while a decline in the creditworthiness of its customers could increase its bad debt expense. In addition, geopolitical conditions and trade friction could lead to increased supplier, energy and other input costs, supply chain disruptions and instability in financial markets.
Strategic planning
The Corporation's ability to successfully implement its business strategies described in the "Corporate objectives and strategy" section of this report in a timely and coordinated manner and to realize their anticipated benefits could be adversely affected by a number of factors beyond the Corporation's control, including operating difficulties, increased
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 59
ongoing operating expenses, regulatory developments, general economic conditions, increased competition, technological changes and the other factors described in this "Uncertainties and main risk factors" section. Failure to successfully implement and execute the Corporation's strategic plan and business strategies could have a material adverse effect on the Corporation's reputation, business, financial condition, prospects and results of operations and on its ability to meet its obligations, including its ability to service its debt.
Programming and content
The financial performance of the Corporation's businesses depends in large part on its ability to sustain and increase adjusted EBITDA by tightly controlling operating expenses. One of the largest drivers of such operating expenses is the programming licence fees the Corporation pays to television programming service suppliers. The programming licence fees of certain television programming services have increased significantly in Canada and in the United States in recent years, particularly for sports programming and retransmission consent in the United States. Future increases in programming licence fees could have a material adverse effect on the Corporation's business and results of operations. As part of its risk mitigation efforts, the Corporation has a removal strategy for high-cost, low viewership content.
In Canada, the market for video content services is characterized by high levels of supplier concentration and vertical integration. Some of the large integrated communications service providers with whom the Corporation competes in Canada own broadcast television content assets. This vertical integration could result in content being withheld from the Corporation or being made available at inflated prices or unattractive terms. In order to limit the power of vertically integrated entities on the public's access to diverse and quality programming services, the CRTC adopted the Wholesale Code in 2015, which applies to all BDUs and licensed programming undertakings. The Code prohibits a number of commercially unreasonable practices and sets out a dispute resolution mechanism for the renewal of affiliation agreements in situations where both the BDU and the programming undertaking intend to renew the agreement but are unable to agree on terms. While the Corporation has generally been able to obtain satisfactory distribution agreements with programming service suppliers in Canada to date, it may not be able to maintain its current arrangements, or conclude new arrangements that are economically viable; therefore the number of video channels may change from year to year.
Certain affiliation agreements with some of the Corporation's major programming suppliers have expired and the terms and conditions for their renewal have not yet been fully concluded. The Corporation may be subject in upcoming Canadian programming services renewals to regulatory dispute resolution proceedings which could either help it obtain reasonable affiliation terms or compel it to pay increased programming licence fees or otherwise subject it to adverse competitive conditions.
In the United States, the Corporation's ability to access content at reasonable rates, terms and conditions for "must have" content including live sports and retransmission consent is continuously challenged. Continued consolidation, cost increases and division of U.S. sports rights among traditional television and streaming platforms impact the Corporation's ability to procure content at reasonable rates and terms. This ongoing consolidation activity may enable combined companies to leverage popular content and negotiate better terms with the Corporation in the future or require that the Corporation carry their less popular video entertainment offers, thus further increasing costs. In addition to the increase in programming costs, most of the Corporation's programming agreements require it to meet certain penetration thresholds, which limit its ability to offer smaller tiers and packages. Many of these same programmers are simultaneously launching their own direct-to-consumer products to effectively compete with programming distributors.
To address these industry pressures, a core tenet of the Corporation's strategy is disciplined investment in its content portfolio. The Corporation is actively avoiding unsustainable partnership models, particularly those that leverage "must have" content to force the bundling of entire channel portfolios or have diminished value because of direct-to-consumer offerings.
The Corporation's U.S. video operations are also subject to increasing financial and other demands by broadcasters to obtain the required consent for the transmission of local broadcast programming to its customers. Federal law prohibits cable operators from carrying local broadcast stations without consent. Under federal "must-carry" regulations, local broadcast stations may require cable operators to carry such stations without compensation. Alternatively, local broadcast stations may require cable operators to engage in "retransmission consent" negotiations, pursuant to which broadcast stations require significant payments and other concessions, in exchange for the right to carry such stations. The Corporation expects to continue to be subject to significant increases in fees by broadcasters in exchange for their required consent for the retransmission of local broadcast programming to customers. Failure to reach an agreement with a broadcaster could result in the loss of popular programming from the Corporation's video services.
The inability to acquire and provide content to the Corporation's customers that meets their expectations in terms of quality, format, variety of programming choices, packages and platforms at competitive rates which customers can afford to pay,
60 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
could have a material adverse effect on the Corporation's businesses as well as on its adjusted EBITDA should the Corporation fail to pass on the incremental increase in costs of programming to its customers.
Access to support structures and municipal rights of ways
The Corporation's business requires the execution of contracts with utilities and telephone companies in order to obtain access to support structures (such as utility poles) and with municipalities to obtain access to public rights-of-ways. Access to the support structures of telephone companies in Canada is provided on a tariff basis approved by the CRTC. In the case of Canadian provincial and municipal electric utilities, access to those support structures is subject to provincial and municipal requirements. Where access to municipal rights-of-ways in the Corporation's Canadian footprint cannot be secured, the Corporation may apply to the CRTC to obtain a right of access under the Telecommunications Act .
In the United States, the Corporation is required to obtain franchises from municipalities or states to access the public rights-of-way to install a cable system and provide video services. The Communications Act of 1934 in the U.S. requires telephone companies and other utilities (other than those owned by municipalities or cooperatives) to provide cable systems with non-discriminatory access to any pole or rights-of-ways controlled by the utility. The rates that utilities may charge, together with certain terms and conditions for such access are regulated by the Federal Communications Commission ("FCC"), or, alternatively, by states that certify to the FCC that they regulate pole attachments.
Make-ready work, which is the strengthening of the poles and/or relocation of other facilities on the poles to accommodate additional attachments, often takes several months to years to complete, which can delay the Corporation's network expansion. A failure to support increasing costs in securing available support structures for our broadband network expansion plans and an inability to accelerate make-ready work may hinder our business strategies and operations, financial condition, reputation and prospects.
Access to mobile network infrastructure sites
The Corporation's Canadian wireless business strategy, including any future expansion of our own radio access network components, such as small-cell infrastructure, necessary for advanced 5G coverage and capacity, is critically dependent on securing physical access to numerous sites. Our ability to effectively deploy and maintain a competitive mobile offering hinges on timely site acquisition, which involves securing favorable leases with tower companies, property owners (e.g., rooftops), and various municipal authorities to host radio equipment, antennas, and towers. This process is susceptible to delays or increased costs due to difficulties in obtaining timely municipal permits and zoning approvals for the construction, installation, or modification of sites. A further challenge is the successful coordination and management of the costs and delays associated with make-ready work for attaching small-cell and other radio equipment to existing utility poles, streetlights, or other public structures. Delays or increased costs in any of these areas—site acquisition, permitting, zoning, or make-ready work—can slow our network deployment, increase capital expenditure, and ultimately hinder our ability to offer high-quality, competitive wireless services, which would materially and adversely affect our financial condition and prospects.
Customer relationship management
The Corporation strives to maintain respectful and transparent relationships with its customers by providing a distinctive customer experience and through honest marketing of its products. The loyalty of the Corporation's customers and their retention depend on the Corporation's ability to provide a service experience that meets or exceeds their expectations. The Corporation firmly believes that customer experience represents a key differentiator and has enacted various programs and actions to constantly improve the customer experience and build upon this reputational capital.
With increased demand for digital capabilities and an increasingly competitive market, a failure to keep pace with customer demand could result in an erosion of our subscriber base and difficulty in attracting potential new subscribers. The Corporation continues to invest in digital transformation, artificial intelligence, and advanced analytics to better meet increasing and evolving customer needs. Failure by the Corporation to properly manage customer relationships could adversely affect its business, resulting in a decline of its subscriber base and damage to its brand value.
Customer expectations
To meet rising customer expectations and increasing needs for digital connectivity, the Corporation is putting broadband connectivity at the center of the customer experience by offering an advanced managed Wi-Fi solution to its Internet subscribers in Canada and the United States.
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Rising OTT fragmentation is also triggering a consumer call for aggregation of OTT offerings on a common platform. The Corporation's IPTV service, which features a supporting mobile app allowing customers to watch TV everywhere, enables more source-agnostic integrated content navigation and consumption, providing self-service options that allow customers to manage their account and subscriptions, view invoices and make payments. The Corporation constantly strives to improve its digital products and service offerings in order to meet customer expectations. Failure to anticipate and respond in a timely manner to evolve customer experience in line with customer demand, changes in consumer behaviour, technology trends and new market conditions may result in an outdated product/services portfolio, thus impairing the Corporation's ability to retain current customers and attract new ones.
Supply chain and third parties
The Corporation serves its Canadian and American customers by utilizing equipment and services from various suppliers, secured through robust long-term agreements. Some of these suppliers may experience business difficulties, restructure their operations, discontinue products or sell their operations to other suppliers, which could affect the availability and future development of the Corporation's products and services. The inability to obtain critical equipment, software, services or other items, in a timely manner and at an acceptable cost, may limit our ability to offer products and services at competitive pricing that meet customer demands, and deliver our network expansion projects while meeting our commitments. Risk mitigation approaches vary depending on suppliers and circumstances and can include strategies such as enhanced governance, alternative sourcing, advance purchasing and increased inventory levels.
Furthermore, the unpredictable nature of tariffs between the United States and Canada is having a growing impact on the cost of equipment and network construction materials, such as steel and aluminum. Network hardware suppliers are increasingly including provisions in their renewal contracts allowing them to increase prices due to new tariffs or changes to shipping terms. This practice shifts the entire burden of tariff-related costs onto the Corporation, potentially resulting in higher prices for customers.
Mergers, acquisitions and divestitures
The Corporation has grown through acquisitions and may continue to seek attractive acquisition opportunities in the future. Achieving the expected benefits of acquisitions depends in part on successfully consolidating functions, integrating operations, procedures and personnel in a timely and efficient manner and realizing revenue, synergies and other growth opportunities from combining acquired businesses with the Corporation's. There is no assurance that the integration of acquisitions will be successful and will deliver the anticipated benefits and results. It is also possible, however, that the integration process could result in the disruption of the respective ongoing businesses or inconsistencies in standards, information technology, security and financial reporting systems, controls, procedures and policies that adversely affect the ability of management to achieve the anticipated benefits of the acquisition. The integration process may lead to greater than expected operating expenses, financial leverage, capital costs, subscriber losses, asset write-offs, business disruption of the Corporation's other businesses and management's diversion of time and resources. The Corporation may also be required to make capital expenditures or other investments, which may affect its ability to prioritize other business strategies to the extent the Corporation is unable to secure additional financing on acceptable terms or generate sufficient funds internally to cover these requirements. In addition, an acquired business could have liabilities that the Corporation fails or is unable to uncover and for which it may be responsible. Depending on the circumstances, pursuing acquisitions may also require that the Corporation raise additional capital, through debt or equity, and establish relationships with new financing partners, or use cash that would otherwise have been available to support its existing business operations. Also, the Corporation generally faces competition in acquisition processes from strategic players and private equity funds, which can result in having to pay high acquisition prices or not be the ultimate buyer of the companies being sold.
Any failure by the Corporation to achieve growth targets due to increasing competition, to identify potential targets, and to successfully integrate or address the risks associated with acquisitions or to take advantage of future strategic opportunities could materially adversely affect its financial position, financial performance, cash flows, business or reputation, including the potential write down of goodwill and other assets recorded on acquisition if results do not materialize as expected. To mitigate its risk, the Corporation follows a proactive and structured mergers and acquisitions process and evolves and enhances its integration procedures, as needed.
As part of its strategy, the Corporation may engage in divestitures of certain non-core assets for which there is a financial risk linked to the valuation, sale process and post-transaction obligations. If market conditions fluctuate or if the divestiture is not executed efficiently, the Corporation may not achieve the anticipated financial return. This could result in a loss on investment, negatively impacting its financial performance and shareholder value. The Corporation may also face reputational risk, particularly if its stakeholders negatively perceive the divestiture. To address this risk, the Corporation is committed to maintaining clear communication with investors, employees and other stakeholders.
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Insurance coverage
The Corporation maintains insurance coverage for its business operations. However, there can be no assurance that the Corporation has in place sufficient coverage to satisfy its needs, or that it will be able to secure all necessary or sufficient insurance coverage in the future. Insurance companies may also deny claims the Corporation might make. The Corporation may also be subject to future liabilities in respect of lawsuits or events for which it is only partially insured, or completely uninsured. The Corporation's insurance is purchased from a number of third-party insurers. If any of its third-party insurers fail to cover, refuse to renew or revoke coverage, then the Corporation's overall risk exposure and operational expenses could increase.
Foreign operations
The Corporation's American telecommunications activities, conducted under the Breezeline brand across thirteen states in the East Coast and Midwest, represent 48.6% of its consolidated revenue. Failure to carry out foreign operations in line with geographical, political, legal and regulatory specificities and taxation regimes exposes the Corporation to material adverse operational, reputational and financial impacts. Furthermore, these activities expose the Corporation to currency risk as most of them are carried out in US dollars. These factors could have a material adverse effect on the Corporation's operating and financial results.
Talent management and succession planning
The Corporation's success is substantially dependent on its capacity to attract new talent and its ability to retain existing talent and foster continued performance of its employees and executive officers. The fast pace of technological advancements and the digitization within the industry and the workplace have created a highly competitive market for digitally skilled employees as industry players compete for the same resources. In addition, many of the Corporation's employees and executive officers are uniquely qualified in their areas of expertise, making it difficult to replace their services. Retaining key employees and executive officers is especially important to the Corporation's business in order to keep pace with technological change and to avoid losing critical knowledge in the context of its continued expansion. In a tight supply labour market, employees' expectations continue to evolve and make a compelling employee value proposition critical to attracting and retaining strong talent. Furthermore, reorganizations, cost reductions and staff reductions may impact employee morale and engagement. For these reasons, the Corporation is focused on creating an engaging employee experience and culture through continued focus on talent and total rewards programs and an ongoing commitment to ensuring a healthy and safe work environment. A failure to acquire, develop and retain key talent needed to deliver our strategic plan and achieve growth objectives could have an adverse material effect on the Corporation's growth, business and profitability.
Labour relations
Collective bargaining agreements are in place with some of the Corporation's employees and are renewed from time to time in the normal course of business. The Corporation has been successful to date in negotiating satisfactory collective agreements with unions without significant labour disruption. While the Corporation's labour relations have been satisfactory in the past, the Corporation can neither predict the outcome of current or future negotiations relating to labour disputes, union representation or renewal of collective bargaining agreements, nor be able to avoid future work stoppages, strikes or other forms of labour protests pending the outcome of any current or future negotiations. A failure to effectively manage a prolonged work stoppage, strike or other form of labour protest could have a material adverse effect on the Corporation's businesses, operations and reputation. Although the Corporation has not experienced strikes or other forms of labour protests in recent years, the outcome of labour negotiations could adversely affect its businesses and results of operations. In addition, the Corporation has a limited ability to make short-term adjustments to control compensation and benefits costs due to the terms of its collective bargaining agreements.
12.3 Regulatory matters
Regulatory risks- Canadian and American telecommunications
The Corporation's telecommunications operations are subject to extensive and evolving laws, regulations and policies at the federal, provincial, state and local levels. In Canada, we are primarily regulated under the Broadcasting Act , the Telecommunications Act , and the Radiocommunication Act and the respective regulations thereunder while in the United States, we are regulated mainly by the Communications Act of 1934 . In addition, our operations in both Canada and the U.S. are subject to other legislation relating to copyright and intellectual property, data protection, privacy of personal information, spam, e-commerce, direct marketing and digital advertising which have become more prevalent in recent years. Changes to existing laws and regulations, the adoption of new laws and regulations as well as periodic reviews of
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copyright royalties payable in relation to the use by the Corporation of protected content could have negative financial, operational or competitive consequences on the Corporation's business, financial condition, prospects and results of operations by increasing its costs, limiting its revenues and/or imposing additional restrictions on its operations.
Several recent and ongoing legislative reviews, regulatory proceedings of the CRTC in Canada and the FCC in the United States or judicial hearings could have a material adverse effect on the Corporation's business and results of operations depending on outcome. The Corporation describes below some of these legislative, judicial and regulatory developments in Canada and the United States.
Canada
Wholesale High-Speed Access Framework
Over the past year, the Corporation has been, and continues to be, involved in several challenges of the CRTC's wholesale access framework for Internet services, seeking to disqualify Canada's national dominant telecommunications companies, Bell Canada ("Bell"), Telus Communications Inc. ("Telus") and Rogers Communications Inc. ("Rogers") from using it. In August 2024, the CRTC issued its revised framework, Telecom Regulatory Policy CRTC 2024-180 ("TRP 2024-180"), which mandated that Bell, Telus and SaskTel provide aggregated wholesale access to their fibre-to-the-premises ("FTTP") facilities across Canada. It also required cable carriers, including Cogeco Communications, to continue providing wholesale access to their hybrid fibre-coaxial facilities, but they are not required to provide wholesale access to their FTTP facilities. In addition, the decision prohibited both incumbent telephone and cable companies, including their brands and affiliates, from using aggregated wholesale high-speed access ("HSA") services within their traditional wireline serving territories. These companies, however, can access aggregated wholesale HSA services out-of-territory. The decision did not set any interim or final wholesale rates, although the CRTC issued interim FTTP rates on October 25, 2024, with final rates for both FTTP and other access technologies expected to follow before the end of 2025. Finally, TRP 2024-180 also maintained the mandate for Cogeco Communications to continue providing disaggregated wholesale access, with the long-term status of the disaggregated access regime subject to a subsequent Commission decision.
On June 20, 2025, the CRTC decided, in Telecom Decision CRTC 2025-154 ("TD 2025-154"), to reject appeals from the Corporation and several other parties to review its policy of allowing Bell, Telus and Rogers to use regulated wholesale Internet access outside of their traditional wireline operating footprints. The Corporation, together with Eastlink, sought leave to appeal TD 2025-154. The Federal Court of Appeal granted leave in September 2025, with a schedule for the proceedings pending.
On August 6, 2025, Cabinet issued an Order in Council declining to vary TRP 2024-180, in response to a petition filed by Cogeco Communications, together with the Competitive Network Operators of Canada, Eastlink and SaskTel, requesting that TRP 2024-180 be varied to disqualify Bell, Rogers and Telus from using wholesale HSA. The Corporation, together with Eastlink, has brought an application for judicial review of the Order in Council, which remains pending before the Federal Court of Appeal. On September 18, 2025, the Corporation, along with Eastlink and SaskTel, filed a further petition to Cabinet to vary TD 2025-154 by disqualifying Bell, Rogers and Telus from using wholesale HSA on the basis of additional evidence not available in November 2024.
The use of wholesale HSA by Canada's largest telecommunications carriers, as well as the eventual implementation of final aggregated wholesale HSA rates that are excessively low or below the Corporation's costs, could have a material adverse effect on the Corporation's business and financial performance, including as a result of intensifying competition from bundles and other services enabled by regulatory levers.
CRTC Consultation on Broadcasting Market Dynamics
In June 2025, the CRTC held public hearings in connection with its Notice of Consultation CRTC 2025-2, The Path Forward - Working towards a sustainable Canadian broadcasting system . This proceeding examines the market dynamics between programming undertakings, BDUs and online services to ensure the sustainability and growth of Canada's broadcasting system. It also looks at the effectiveness of existing regulatory tools, including the Wholesale Code and the CRTC's dispute resolution processes, used by BDUs (including the Corporation) and programming undertakings in negotiations for the carriage and distribution of programming services. A weakening or removal of the CRTC's existing regulatory safeguards designed to limit the power of vertically integrated entities in content negotiations could hinder the Corporation's ability to obtain satisfactory distribution agreements with Canadian programming services, and adversely affect its growth, business and profitability.
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Royalties Payable for Retransmission of Distant Television Signals
In Canada, BDUs are allowed to retransmit programming within distant over-the-air television signals as part of a compulsory licensing regime established under the Copyright Act . Under this regime, BDUs pay royalties for the broadcast of audio and audiovisual works that are set by the Copyright Board of Canada. On July 22, 2021, the Federal Court of Appeal issued a decision in response to two applications for judicial review filed by six BDUs (including Cogeco Communications) and nine collective societies challenging a decision by the Copyright Board setting the quantum of royalties payable for the retransmission of distant Canadian and U.S. television over-the-air signals in Canada, for the 2014-2018 period. The Federal Court of Appeal identified errors made in the Copyright Board's initial rate decision and directed the Copyright Board to correct these errors. On January 12, 2024, the Copyright Board issued its decision on the redetermination of the 2014-2018 royalty rates, which resulted in a reduction of these rates for the years 2015-2018 on a retroactive basis. On February 9, 2024, the copyright collectives made an application seeking judicial review of the Copyright Board's redetermination decision. On May 8, 2025, the Federal Court of Appeal granted the appeal of the copyright collectives. On August 6, 2025, six BDUs (including Cogeco Communications) sought leave to appeal the Federal Court of Appeal's decision before the Supreme Court of Canada. If the Supreme Court of Canada denies the application for leave or upholds the Federal Court of Appeal's decision, the Corporation will be subject to higher royalty rates for 2014-2018 on a retroactive basis.
The Copyright Board has initiated a new proceeding to set the rates for subsequent tariff periods (2019-2023 and 2024-2028). Any decision from the Copyright Board that would align with the copyright collectives' proposed tariff rates for either of such subsequent periods could result in Cogeco Communications being subject to higher royalty rates, which could have a material adverse effect on the Corporation's business, financial condition and results of operations.
Bill C-8, an Act Respecting Cyber Security, Amending the Telecommunications Act and Making Consequential Amendments to other Acts
Bill C-8 was introduced in the House of Commons on June 18, 2025. It is a revival of a similar bill (Bill C-26) that failed to pass in the previous parliamentary session. If passed as currently drafted, Bill C-8 would grant the Government of Canada broad and discretionary authority to issue classified orders and compel the removal of telecommunications equipment and services from designated high-risk vendors. As currently proposed, the bill could create a financial and governance burden to the Corporation, as it explicitly prohibits companies from receiving compensation for losses incurred while complying with government orders. Furthermore, non-compliance is subject to severe administrative monetary penalties, with liability extending to both the organization and its officers and directors.
Spectrum Transfer Moratorium and Review of Spectrum Transfer Framework
On March 31, 2023, the Minister of Innovation, Science and Industry announced a moratorium on high-impact transfers of spectrum licences in commercial mobile bands. Pursuant to this moratorium, Innovation, Science and Economic Development Canada ("ISED") will not approve any transaction involving the transfer of 10 percent or more of the total spectrum holdings of any company holding more than 100 million MHz-pop of commercial mobile spectrum. The Corporation is subject to this moratorium. The Minister also directed ISED to conduct a comprehensive review of Canada's spectrum transfer framework. The moratorium will expire once a revised spectrum transfer framework comes into effect. The framework review has not yet been initiated and ISED has provided no indication regarding the timing of the implementation of a new framework. There is a risk that this moratorium, depending on its duration, could have a material adverse effect on the Corporation's business, financial condition and results of operations. The adoption by ISED of new, more restrictive spectrum transfer rules that would compromise the Corporation's ability to enter into secondary market transactions, could also have a material adverse effect on the Corporation's business, financial condition and results of operations.
Limitations on the Distribution of Distant Signals
In an application posted by the CRTC on February 21, 2020, Rogers Media Inc. asked the Commission to enforce sections 21 and 49 of the Broadcasting Distribution Regulations ("BDU Regulations"), which state that BDUs must obtain consent of an over-the-air broadcaster in order to distribute its signal in a distant market. Cogeco Communications, as well as other BDUs, opposed the application on the basis that there are doubts regarding the validity of these provisions. Should the CRTC confirm their validity, broadcasters could attempt to limit distribution of distant signals or seek remuneration for their distribution by Cogeco Connexion, which would increase the Corporation's costs and/or limit its offering to consumers. An adverse decision by the CRTC that would result in a confirmation of the validity of sections 21 and 49 of the BDU Regulations could also lead non-Canadian broadcasters to make similar demands, and could have a material adverse effect on the Corporation's business, financial condition and results of operations.
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Privacy and AI
Bill C-27, the Digital Charter Implementation Act , and its Artificial Intelligence and Data Act ("AIDA") component did not pass the last parliamentary session and died on the order paper when the Canadian Parliament was prorogued on January 6, 2025. However, similar legislation is expected to be reintroduced, possibly in 2025.
Consumer Protection
In June 2024, Bill C-69, the Budget Implementation Act, 2024, No. 1 received royal assent. Bill C-69 makes a number of amendments to the Telecommunications Act , including requirements for providers to offer a self-service option to modify or cancel plans and to provide certain notices before contract expiry. Bill C-69 also prohibits the charging of certain fees related to activation, switching carriers or the modification of service arrangements, and requires the CRTC to set out details on how providers should comply with these amendments. While Bill C-69 has passed, these provisions are to come into force at a later date to be fixed by the Governor in Council. In November 2024, the CRTC launched public consultations to enact these new requirements, which have now closed. CRTC decisions on these issues are pending.
Parliament also passed Bill C-288, An Act to amend the Telecommunications Act (transparent and accurate broadband services information) , which amends the Telecommunications Act by requiring Canadian carriers to make easily available certain information in respect of the fixed broadband services they offer, and obligates the CRTC to hold a public hearing to determine how carriers should comply with this obligation. The CRTC launched a consultation to enact these requirements in December 2024 and held a public hearing on the matter in June 2025, at which we appeared. A decision is pending.
The implementation of these legislative amendments in a way that would impose significant restrictions on our activities or make customer acquisition and retention more difficult and expensive could have an adverse material effect on the Corporation's growth, business and profitability.
Network Outage Requirements
On September 4, 2025, the CRTC issued Telecom Decision CRTC 2025-225 ("TD 2025-225"), which established a mandatory reporting regime for major network outages affecting all Canadian telecommunications service providers. This new regime, effective November 4, 2025, replaces interim requirements adopted in March 2023, with lower reporting thresholds that will capture a greater number of network outages. In October 2025, the Corporation, along with other telecommunications service providers, brought an application to the CRTC to review and vary TD 2025-225. Among other things, the application asks the CRTC to extend the November 2025 implementation deadline, adopt a higher threshold for outage notifications, and allow all outage notifications to be submitted in confidence. In addition, the CRTC concurrently launched two new consultations: one focusing on consumer protection measures for customers affected by outages and another on a new regulatory framework to enhance network resiliency in Canada. If, at the conclusion of these proceedings, the CRTC imposes new burdensome consumer protection requirements or network resiliency measures that affect how we design and manage our networks, this could have an adverse material effect on the Corporation's growth, business and profitability.
CRTC Consultation on Increasing Awareness of the Commission for Complaints for Telecom-television Services
On October 17, 2025, the CRTC issued Broadcasting and Telecommunications Notice of Consultation 2025-274, Call for comments – Improving customer awareness of the Commission for Complaints for Telecom-television Services Inc . In this proceeding, the CRTC sets out the preliminary view that its consumer protection codes (Internet Code, Wireless Code and Television Service Provider Code) should be amended to require communications service providers to inform customers of the Commission for Complaints for Telecom-television Services earlier than they currently do, and specifically, right after the service providers offers a solution to a customer with an unresolved complaint. If, at the conclusion of this proceeding, the CRTC imposes burdensome new customer service requirements that are inconsistent with our current practices and necessitate significant changes to our business support systems, this could have an adverse material effect on the Corporation's growth, business and profitability.
United States
Cable Franchises and Competitive Overbuilds
The Corporation operates its cable systems under non-exclusive franchises, permits and similar authorizations granted by state or local governmental authorities. Many of these franchises include comprehensive requirements for facilities and services and the payment of fees to the franchising authorities. It is possible that one or more of the Corporation franchising authorities could grant a franchise to another cable operator under terms and conditions that are more favorable than those required by the Corporation's franchise. In some cases, local municipalities may also legally compete with the Corporation. Certain federal and state legislative proposals and initiatives have sought to give municipalities, utilities and others the
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ability to construct and deploy broadband facilities that could compete with the Corporation, including through the provision of government subsidies. Additionally, certain telephone companies and competitive broadband providers have obtained or are seeking authority to operate in communities through other rights-of-way agreements, which are less onerous than cable franchise agreements. Accordingly, other service providers may enter the Corporation's markets and build networks, including with governmental subsidies, to offer services in competition with the Corporation.
Spectrum
On July 3, 2025, the United States Congress passed a budget reconciliation bill known as the "One Big Beautiful Bill", which was signed into law by President Trump on July 4, 2025. This legislation restores the FCC spectrum auction authority and mandates the identification and auctioning of 800 MHz of spectrum exclusively for licensed broadband use. Additional commercial spectrum could impact market dynamics and enhance the ability of mobile and fixed wireless providers to compete with our services. Further, if the FCC reallocates unlicensed spectrum that currently supports Wi-Fi, this could disrupt our services.
Internet Regulation
Currently, Internet service providers must publicly disclose detailed information regarding their service offerings and Internet traffic management practices, but are not otherwise subject to "net neutrality" laws or rate regulation. Since April 2024, broadband service providers must display, at the point of sale, labels that disclose certain information about broadband prices, introductory rates, data allowances, broadband speeds and latency. On April 25, 2024, the FCC voted to reclassify broadband Internet services as telecommunications services under Title II of the Communications Act of 1934 . A group of Internet service providers challenged the rules in the Court of Appeals for the Sixth Circuit, and, in January 2025, the court invalidated the reclassification and the rules contained in the FCC's Order and ruled that the FCC does not have the authority to impose "net neutrality" rules or subject broadband services to utility-style regulations such as rate regulation.
States where Breezeline has operations have in the past enacted and may in the future consider broadband regulations, including with respect to net neutrality and broadband affordability. In January 2025, the state of New York started enforcing the Affordable Broadband Act , which requires service providers to offer broadband services to low-income households for no more than US$20 per month. In May 2025, the state of Connecticut passed broadband affordability legislation that requires state agencies contracting for the purchase of broadband services to give preference to providers that offer affordable broadband to eligible households. The proliferation of broadband regulations at the state level could have the effect of creating a patchwork of, and potentially inconsistent, federal and state regulatory regimes. New broadband affordability regulations, if adopted, could have an adverse effect on the Corporation's business.
FTC's "Click-to-Cancel" Rule
On October 16, 2024, the Federal Trade Commission ("FTC") adopted rules that would require sellers offering goods and services with a negative option feature, including Internet, wireless and video service providers, to make it as easy for consumers to cancel their enrollment as it was to sign up. On May 9, 2025, the FTC voted to extend the May 14, 2025 compliance deadline by 60 days, on the basis that the initial deferral period insufficiently accounted for the complexity of compliance. These rules were challenged in federal court by various industry associations and businesses. On July 8, 2025, the Court of Appeal for the Eighth Circuit vacated the rules, stating that the FTC failed to perform a required preliminary analysis of the rules' costs and benefits. The FTC could seek to reissue the rules by initiating a new rulemaking process. The application of the rules could make it easier and faster for consumers to terminate subscription services.
Pole Attachments
The Communications Act of 1934 mandates that investor-owned utilities grant cable systems access to their poles and conduits. This access must be offered under reasonable, non-discriminatory conditions, and the rates for such access are subject to either federal or state oversight. In three of the states in which we operate, federal regulations establish costbased rental rates applicable for cable or telecommunications services, including those bundled with Internet service. These regulations can also impose deadlines for processing pole access requests and limit the "make-ready" costs that pole owners can charge to prepare their poles for new attachments. In the 10 other states we operate in, the FCC's approach does not directly influence rates, although many of these states have adopted similar pole attachment rules. Federal pole attachment rules do not apply to poles owned by municipal governments or electric cooperatives, though states retain the authority to regulate them. On July 25, 2025, the FCC adopted new pole attachment rules that codify new access timelines for large pole attachment applications, which are aimed at streamlining broadband deployment. The FCC also issued a Notice of Proposed Rulemaking seeking comment on ways to improve pole attachment applications and make-ready processes, including by limiting utilities's ability to collect 100% of make-ready payments up front and imposing a cost ceiling on make-ready cost true-ups; limiting the amount of time utilities may take to onboard approved contractors; and addressing utility-imposed fees or engineering requirements before the make-ready stage that inhibit broadband
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deployment. We frequently encounter difficulties in gaining pole access, are often subjected to high make-ready costs and application fees, or experience delays in the approval of our permit requests. These challenges create financial burdens and needlessly delay our broadband deployment activities.
Intellectual Property Rights
The Corporation relies on patent, copyright, trademark and trade secret laws and licences and other agreements with its suppliers and other third parties to use certain technologies and provide the products and services used in its operations. Any of the Corporation's intellectual property rights, or the rights of its suppliers, could be challenged or invalidated. Accordingly, the Corporation may not be able to obtain or maintain licences from these suppliers on reasonable terms, or at all. Additionally, any intellectual property infringement claims could require significant time and expense to defend and require the Corporation to incur significant monetary liability or be prohibited from further use of such technology. Alternatively, the Corporation could be required to enter into royalty or licensing agreements on unfavorable terms or incur significant costs to change its product offerings.
Privacy and Data Protection
The Corporation is subject to numerous privacy and data protection laws at the federal and state level, and these laws are constantly evolving. The Corporation collects certain information about its customers and their use of the Corporation's services. The Corporation's collection of personally identifiable information about its customers is subject to a variety of federal and state privacy requirements, including those imposed specifically on cable operators by Section 631 of the Communications Act of 1934 . Non-compliance with laws and privacy requirements could expose the Corporation to significant monetary penalties. Further, the enactment of new privacy laws and regulations at the state or federal levels that would increase regulation on our operations could result in additional costs of compliance or litigation.
Consumer Protection
The Corporation is subject to various federal and state consumer protection laws that govern our business operations. Noncompliance with such laws requirements could expose the Corporation to significant monetary penalties. Further, the enactment of new consumer protection laws and regulations at the state or federal levels that would increase regulation on our operations could result in additional costs of compliance or litigation.
12.4 Technology risks
Network, infrastructure and IT systems
The Corporation continuously maintains, upgrades or replaces its network, infrastructure and IT systems in order to optimize its networks and systems performance and reliability, increase the speed of its Internet service and improve and provide new or enhanced services that meet the needs and expectations of its customers. If the Corporation is unable to do so because of capital or other constraints, this may materially adversely affect its ability to compete and negatively impact its business and financial performance.
Network failure
The Corporation manages network failure risks through a business continuity planning program as well as through a Disaster Recovery Policy and related procedures. Operational risk assessments are also conducted on an annual basis to consider, at a minimum, anticipated and unanticipated events (including climate-related incidents) in order to protect the viability of all critical business processes. Strategic cold sparing of critical electronics and advance support from our critical vendors help mitigate downtime and risks. A failure in the Corporation's infrastructure could prevent the Corporation from delivering some of its services through a portion of its network until it has implemented backup solutions or resolved the failure and result in significant customer dissatisfaction and loss of revenue, depending on the severity of the outage condition. As insurance premium costs are uneconomic relative to the risk of failure, the Corporation self-insures its infrastructure. It is likely that network damage caused by any one incident would be limited by geographic area and the resulting business interruption and financial damages would also be limited.
Dependence on technology systems
The Corporation's daily operations are highly dependent on information technology systems and software, including those provided by certain third-party suppliers, and cloud-based services. This encompasses the IT systems and networks of other wireless operators and suppliers with whom we have partnered to provide MVNO services in Canada and the U.S. The Corporation's business is dependent on its payroll, customer billing, service provisioning, financial, accounting, and other data processing systems. The Corporation relies on these systems to process, on a daily basis, a large number of
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transactions. An inability to maintain and enhance information technology systems or implement new systems to support additional subscriber growth or new products and services could have a material adverse effect on the Corporation's ability to acquire new subscribers, retain existing subscribers, produce accurate and timely billing, generate revenue growth and manage operating expenses, or comply with regulatory requirements, all of which could materially adversely affect the Corporation's brand and reputation as well as operational results and financial position.
Cyber threats
Cybersecurity threats have grown in frequency and complexity in recent years. The Corporation maintains a multi-layered, enterprise-wide security program that implements a comprehensive range of measures to protect against such threats. The Corporation continues to enhance its cyber resilience posture, the overall governance over information security and the security awareness of its employees through continuous training and improvement efforts surrounding the security of its IT systems, the controls within its IT systems and its business processes. Cybersecurity has also been integrated as a mandatory component of the supply chain management process. This integration spans the entire vendor lifecycle, from initial vetting through ongoing monitoring and is a crucial control for protecting corporate systems and data from threats originating within the third-party ecosystem.
During fiscal 2025, the Corporation did not experience any cybersecurity breach which could have had material impacts. This outcome is attributed to the effectiveness of the Corporation's proactive threat management protocols, which included the rapid mitigation of several zero-day vulnerabilities. The application of advanced threat intelligence enabled the deployment of immediate countermeasures for critical flaws where no official patches were available. As the cybersecurity threat landscape continues to evolve in sophistication and velocity in tandem with accelerating digital innovation, there can be no assurance that future cyber attacks will not adversely affect operational continuity and data security, or result in reputational damage, significant legal liabilities, and financial loss.
Privacy and data protection
The Corporation uses a wide variety of data in the course of its business, including financial, technological, strategic, personal and commercial information. The Corporation's data ranks among its most valuable assets and is therefore protected according to its sensitivity and criticality, taking into account, among other things, risks as well as legal requirements, governance standards and common best practices, which are extensive and constantly evolving.
The Corporation strives to protect information based on high standards and, in the case of personal information more specifically, does not disclose that information without the individual's consent, unless otherwise required or authorized by law, or in accordance with the Privacy Policy of each subsidiary. The Corporation does not sell, trade or exchange that information either. In the course of the Corporation's business, it collects, uses and manages various data, including personal information, and it aligns with internal policies, standards, procedures, guidelines, business rules and safeguards that are in place, to ensure that this information is protected and treated appropriately under applicable laws. The Corporation introduced a Privacy Impact Assessment program, a fundamental component of our commitment to responsible data stewardship and compliance. This program serves as a proactive, systematic process for evaluating new projects, systems, or initiatives to identify and mitigate potential privacy risks. The Corporation has implemented customary security measures that are designed to safeguard information against unauthorized access or disclosure, which includes continuous improvement processes for reviewing and monitoring appropriate authorized access and reporting on such. The Corporation is committed to providing transparency with respect to the Corporation's practices in handling personal information, and to provide access to individuals to whom this information belongs.
Security and privacy training is provided on a regular basis, and employees annually review and certify that they will abide with the Corporation's Code of Ethics and the Acceptable Use Policy.
Existing and proposed legislation and regulations, including changes in the manner in which such legislation and regulations are interpreted by courts in Canada and the United States, may impose limits or requirements on the Corporation's collection, use, storage, access, disclosure and transfer of certain kinds of information.
Security incident risks evolve with increased sophistication of threat actors, thus the Corporation implements reasonable IT security measures and attempts to prioritize its efforts on high risk areas. Any malfunction of the Corporation's systems, security breaches resulting in unauthorized access to loss, use or disclosure of data, including personal information, or failure to comply with data protection and privacy rules and regulations could result in the potential loss of business, damage to the Corporation's reputation and brand value, litigation, regulatory scrutiny and expose the Corporation to the payment of damages and penalties.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 69
Artificial Intelligence
The Corporation recognizes the transformative potential of AI in enhancing operational efficiency, driving innovation, and creating sustainable value for its stakeholders. By leveraging AI, the Corporation is beginning to streamline processes, optimize resource allocation, and gain deeper insights into market trends, all of which contribute to long-term growth and competitiveness. The adoption of emerging technologies, such as generative AI, comes with inherent risks that require careful and diligent management and oversight. These include privacy, security and ethical concerns, algorithmic biases, and the potential for unintended consequences in decision-making processes. The Corporation has created an AI Governance Committee to oversee its AI adoption efforts and ensure responsible AI use. As AI is complex and novel, incidents could occur that give rise to legal or regulatory action, and could damage the Corporation's reputation or otherwise harm the business. Additionally, AI technologies can enable existing and new competitors to gain competitive advantages against our business. If they adopt the use of AI more quickly or more successfully than us, our ability to compete effectively may be impaired which may adversely affect the business and results of operations.
12.5 Financial risks
Indebtedness, access to capital and liquidity
The Corporation relies on its cash flow generated from operating activities and on capital markets to maintain an adequate liquidity position, to fund its capital expenditures program (including network expansions), innovation initiatives, business acquisitions and shareholder distributions, as well as to refinance its indebtedness.
Capital markets are volatile and the Corporation may not be able to access them at reasonable conditions, or at all, if its credit profile and general economic conditions deteriorate. Such conditions could lead to higher funding costs, and a deteriorating financial position and liquidity.
The Corporation's indebtedness increases its vulnerability to inflation, interest rate fluctuations, and general adverse economic and industry conditions. Resulting cash flow pressure can adversely impact the Corporation's ability to fund capital expenditures and working capital, to respond to changing circumstances, and ultimately putting it at a competitive disadvantage.
The Corporation's debt instruments contain covenants limiting, among other things, the ability of the Corporation to incur additional indebtedness or issue certain preferred equity, enter into transactions with affiliates, dispose of assets, make certain investments, create liens, make distributions, and enter into certain amalgamations, consolidation and merger transactions. A failure by the Corporation to comply with contractual obligations or pay amounts due under debt agreements could result in an acceleration of debt maturities. If the Corporation incurs additional debt or refinances its existing debts, it may be subject to additional and potentially more restrictive covenants.
La Caisse's 21% investment in a U.S. subsidiary is subject to purchase rights by the Corporation and exit rights by La Caisse for portions of its participation over time, which may ultimately impact the Corporation's financial position and liquidity.
Currency and interest rates
The Corporation's financial results are reported in Canadian dollars and a significant portion of its revenue, operating expenses and capital expenditures are realized in US dollars. For financial reporting purposes, any change in the value of the Canadian dollar against the US dollar during a given financial reporting period would result in variations of the Corporation's operating results and financial condition. Although a significant portion of the Corporation indebtedness, which is denominated in US dollars, serves as hedges of net investments in foreign operations, its revenue, adjusted EBITDA and indebtedness could fluctuate materially as a result of foreign exchange rate fluctuations.
Interest rate volatility can also impact interest cost on floating interest rate instruments and increase the cost of refinancing maturing indebtedness, which can have a material adverse effect on the Corporation's financial results. To mitigate this risk, the Corporation enters into contracts to partially hedge its exposure to such interest rate volatility.
70 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
Credit ratings
Credit ratings issued by rating agencies can affect the availability and terms of the Corporation's debt. A downgrade of the credit rating could be caused by a number of factors, including but not limited to, a deterioration in financial performance, a failure to effectively navigate the current competitive environment or a failure to meet or maintain key credit metrics, including leverage, in line with rating agencies criteria. A downgrade, particularly, a downgrade below investment grade of secured debt currently rated as investment grade, could materially increase its cost of capital and reduce access to capital.
Dividend
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.
Defined benefits pension plans
The Corporation's defined benefits pension plans are susceptible to volatility from global economic conditions, regulatory changes, and reporting requirements. These factors could negatively impact pension obligations and return on assets and necessitate increased contributions to our post-employment benefit plans. Failure to recognize and manage economic exposure and pension rule changes, or to ensure that effective governance is in place for the management and funding of pension plan assets and obligations, could have an adverse impact on the Corporation's liquidity and financial performance.
Funding requirements of the Corporation's post-employment benefit plans are based on multiple factors, including valuations of plan assets and obligations, long-term interest rates, inflation, plan demographics, including longevity, and applicable regulations. Fluctuations in these areas, including those from geopolitical events, could lead to contributions differing from current estimates and negatively impact liquidity and financial performance. There is no guarantee that plan assets will achieve their assumed rate of return, as a significant portion is invested in equity and debt securities, making performance heavily reliant on capital markets. Market conditions also influence the discount rate for solvency obligations, which can also impact cash funding requirements.
Changes in tax legislation and tax matters
The Corporation's business operations are subject to various international tax laws and regulations. These tax laws and regulations are subject to frequent changes and evolving interpretations. While management believes the Corporation has adequately provided for all taxes based on the information available, the calculation of taxes requires significant judgment in interpreting laws and regulations. Our tax filings are subject to audits, which could materially change the amount of current and deferred income tax assets, liabilities, and expenses, and could, in certain circumstances, result in the assessment of interest and penalties.
Changes to Canadian and foreign tax policies in the tax jurisdictions where the Corporation is present may also have a material adverse effect on its current financial structure and the level of its future tax costs and liabilities.
Canadian Tax
The Department of Finance indicated that it is still working on the second part of the draft legislation released on February 4 and April 29, 2022 relating to the Organization for Economic Co-operation and Development's ("OECD") Base Erosion and Profit Shifting ("BEPS") project on hybrid transactions. The Corporation will continue to monitor the release and progress of these draft rules for potential impact.
United States Tax
Pursuant to the enactment of the One Big Beautiful Bill Act , U.S. tax rules limiting the deductibility of interest expenses to 30% of the EBIT (as calculated for tax purposes) will be restored to 30% of EBITDA (as calculated for tax purposes) as of fiscal 2026. Changes restoring the U.S. accelerated tax depreciation were also enacted for capital expenditures acquired and placed in service after January 19, 2025. The tax rules enacted should not have any adverse consequences but will continue to be monitored in future years as well as considered for future investments requiring financing in the U.S.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 71
Access to government funding programs
The Corporation participates in government programs in Canada and the U.S. to provide high-speed Internet to underserved or unserved regions. We have been awarded funding for broadband projects in Ontario, Québec, Maryland and Virginia. These digital infrastructure investment projects can generally be subject to some penalties for late delivery which could have an adverse impact on the Corporation's liquidity.
12.6 Disaster-related risks on our operations
In the event of natural disasters, terrorist acts or other catastrophic occurrences, either natural or man-made, the Corporation's ability to protect its network, infrastructure, including customer data, and to maintain ongoing operations could be significantly impaired. Although the Corporation has business continuity and disaster recovery plans and strategies in place, they may not be successful in mitigating the effects of a natural disaster, terrorist act or catastrophic occurrence which could have a material adverse effect on the Corporation's business, prospects, financial condition and results of operations. Moreover, the Corporation has limited insurance coverage against the losses resulting from natural disasters affecting its networks.
Climate change
The effects of global climate change are increasing the severity and frequency of natural disaster threats on the Corporation's business, such as weather-related events, and may result in increased operational and capital costs. Some of the more significant climate-related risks that the Corporation has identified include: 1) increased operational and capital costs as a result of damage to facilities and/or equipment because of extreme weather events or increased variability in weather patterns; and 2) increased operational and capital costs due to longer term shifts in climate patterns such as chronic heat waves, flooding or wildfires. Some of the Corporation's facilities are located in areas more prone to weatherrelated events such as Breezeline's operations in Florida, though none of our facilities and infrastructure are completely immune to damage due to the increasing occurrence of climate-related weather events across the continent. The magnitude of the effects of climate change could be unpredictable and mitigating it does not rest on one company and therefore, the Corporation's plans may not successfully mitigate the consequences of a natural disaster alone. This could have a material adverse effect on the Corporation's business, prospects, financial condition and results of operations. Measures taken to mitigate climate-related risks include business continuity and disaster recovery plans and strategies.
The Corporation adheres to Science Based Targets initiative ("SBTi") guidelines to reduce our greenhouse gas ("GHG") emissions. As a result, the Corporation has established both near-term (2030) and net-zero (2050) targets and plans and progress is monitored on a regular basis. A detailed description of our environmental risk mitigation activities can be found in our Sustainability Report available on the Corporation's website at corpo.cogeco.com, under "Sustainability - Sustainability Practices".
12.7 Increasing scrutiny of sustainability
Globally, companies are facing more scrutiny of sustainability disclosures from various regulators, including securities and antitrust authorities, governments, and other stakeholders. The Corporation has made several sustainability commitments, including near-term and long-term GHG emissions reduction goals. Achieving those goals is subject to risks and uncertainties, many of which are beyond the Corporation's control. The Corporation faces reputational risks if it is unable to meet its targets or if it chooses to abandon certain targets to focus on other priorities. The new federal plastic registry in Canada will impose additional constraints on our international vendor partners. Because their ability to report varies, the Corporation's reporting accuracy and timeliness may be at risk, potentially exposing us to public scrutiny.
Furthermore, Canada has adopted legislation that addresses greenwashing and social washing through Bill C-59, the Fall Economic Statement Implementation Act, 2023 and its amendments to the Competition Act . The provisions require that companies be able to substantiate sustainability-related claims in accordance with internationally recognized methodologies, and thus expose the Corporation to legal action. Therefore, ensuring that the Corporation is able to accurately reflect its sustainability performance, through robust methodologies, rigorous data collection and appropriate controls, is paramount. The rapidly evolving regulatory landscape for sustainability reporting is also likely to add to these compliance risks as corporations will be required to produce additional sustainability disclosures. Given the constantly evolving landscape surrounding sustainability-related disclosures, the Corporation will monitor further developments closely and carefully manage its commitments and disclosures to reduce reputational, compliance, and legal risks.
72 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
12.8 Fraud and ethical behavior
As a public company with a wide array of desirable services, a substantial employee base, and valuable assets, we are exposed to a heightened risk of fraud. This includes internal and external threats such as corruption, the misappropriation of company assets, and the deliberate manipulation of financial reporting. The current global economic climate may amplify these risks, potentially leading to increased fraudulent activity that could result in significant financial losses and damage to our brand reputation. Our industry is particularly susceptible to specific types of fraud. For instance, unauthorized individuals may gain control of a customer's account to access products and services through schemes like phishing or social engineering. We also face risks from subscription fraud, where individuals use stolen, fake, or their own identities with no intention of paying for services and equipment. Additionally, our operations are vulnerable to network usage fraud or physical incidents like copper theft from our network infrastructure.
In this context, maintaining high ethical practices throughout the Corporation is particularly important. The Corporation's Ethics Steering Committee, composed of representatives from Human Resources, Legal, Finance and Internal Audit functions, provides executive oversight of its overall Ethics program, including the review of its Code of Ethics and related policies. Besides having a comprehensive Code of Ethics, the Corporation has an anonymous and confidential Ethics Line which allows employees and other individuals to report any perceived or actual instances of fraud and/or violations to the Corporation's Code of Ethics. Employees are also encouraged to use this tool to seek advice about ethical and lawful behavior. In order to increase employees' awareness on ethics, a formal online training on the Code of Ethics is mandatory for all new employees and Board members and must be completed by employees every two years subsequently. Furthermore, the Code of Ethics is to be read and acknowledged by all employees at the time of hiring and on an annual basis thereafter. Despite these efforts, the Corporation may experience fraudulent activities and ethics breaches which could not only adversely affect its reputation, but may also cause the Corporation to incur extraordinary expenses related to penalties and fines.
12.9 Ownership
The Corporation is controlled by Gestion Audem Inc., a company controlled by Mr. Louis Audet, through its ownership of Cogeco's multiple voting shares. Both the Corporation and Cogeco Inc. are reporting issuers in Canada with subordinate voting shares listed on the Toronto Stock Exchange. Pursuant to the Conflicts Agreement in effect between the Corporation and Cogeco Inc., all cable television undertakings must be owned or controlled by the Corporation. Cogeco Inc. is otherwise free to own and operate any other business or to invest as it deems appropriate.
It is possible that situations could arise where the respective interests of the Audet family and shareholders or other stakeholders of Cogeco Inc. and of the shareholders or other stakeholders of the Corporation could differ and that the interests of these shareholders or stakeholders be adversely affected by such situations.
12.10 Litigation
The Corporation is involved in various litigation matters arising in the course of its business. The outcome of these claims or litigations is uncertain and failure to implement measures to minimize litigations and their impact may adversely affect the Corporation's reputation, results of operations, liquidity or financial condition. From time to time, the Corporation faces class-action claims and proceedings. Litigation matters involving the Corporation can, individually or in total, have a material adverse effect on its business, results of operations or financial condition. Please see further details regarding the Corporation's current litigation claims in the "Contractual obligations, contingencies and guarantees" section.
12.11 Public health and safety
Pandemics, epidemics and public health emergencies can quickly emerge and constitute a risk to the Corporation's business. Potential threats posed by such a crisis can include changes in demand for the Corporation's services, supply chain disruption, and employee and customer health and safety concerns negatively affecting the Corporation's financial condition and ability to deliver its services and meet its obligations.
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 73
13. Controls and procedures
Internal control over financial reporting ("ICFR") is a process designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards. The President and Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO"), together with management, are responsible for establishing and maintaining adequate disclosure controls and procedures ("DC&P") and ICFR, as defined in National Instrument 52-109. Cogeco Communications' internal control framework is based on the criteria published in the Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission .
The CEO and CFO, supported by management, evaluated the overall design and effectiveness of the Corporation's DC&P and ICFR at August 31, 2025, and concluded that they were effective.
Changes in internal control over financial reporting
No significant changes to the internal controls over financial reporting occurred during the three-month period and year ended August 31, 2025.
14. Accounting policies
14.1 Critical accounting policies and estimates
Preparation of the consolidated financial statements in accordance with IFRS Accounting Standards requires management to adopt accounting policies and to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities and revenue and expenses during the reporting year. A summary of the Corporation's material accounting policies, estimates, judgments and assumptions is presented in Note 3 of the consolidated financial statements. The following accounting policies were identified as critical to Cogeco Communications' business operations.
Revenue recognition
Revenue is measured based on the consideration received or receivable from a customer, net of returns, promotional activities and discounts. The Corporation recognizes revenue from the sale of products or the rendering of services when it transfers control to the customer.
The Corporation's principal sources of revenue are recognized as follows:
| Residential | • | Monthly subscription revenue (net of any discounts, rebates, refunds and credits) for Internet, wireless, video and |
|---|---|---|
| wireline phone services, as well as equipment rentals, is recognized on a monthly basis as the services are provided; | ||
| and | ||
| • | Revenue from data services, long-distance and other pay-per-use services is recognized on a monthly basis as the | |
| services are provided. | ||
| Commercial | • | Monthly subscription revenue (net of any discounts, rebates, refunds and credits) for Internet, video and wireline |
| phone services, as well as equipment rentals, is recognized on a straight-line basis over the contractual period | ||
| arrangement. | ||
| Other | • | Revenue mainly from Internet wholesale-based providers and advertising, which is recognized as the services are |
| provided. |
Business combinations
The fair value of assets acquired and liabilities assumed in a business combination is estimated based on information available at the date of acquisition and involves considerable judgment in determining the fair values assigned to the identifiable assets acquired and liabilities assumed on acquisition. Among other things, the determination of these fair values involves the use of discounted cash flow analyses, and estimated future revenue and margins growth. Key assumptions include discount rates and revenue growth rates specific to the acquired assets or liabilities assumed.
74 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
Capitalization of property, plant and equipment
Upon acquisition or construction of new assets, expenditures that are directly attributable to the acquisition or construction of the asset, including the cost of materials and direct labour, are capitalized until the time it is in the condition necessary to be operated in the manner intended by management.
The cost of replacing a part of property, plant and equipment that is ready for its intended use is added to the carrying amount of the property, plant and equipment or recognized as a separate component if applicable, only if it is probable that the economic benefits associated with the cost will flow to the Corporation and the cost can be measured reliably. The carrying amount of the replaced part is derecognized. All other day-to-day maintenance costs are recognized in profit or loss in the period in which they are incurred.
Contingencies
Contingencies, such as from claims, regulatory decisions and legal proceedings, are estimated based on applying significant judgment in determining whether a loss is probable (in which case a provision would be recognized) and in determining the estimated outflow of economic resources. Such contingencies are estimated based on the information available to the Corporation.
Measurement of long-lived assets
The measurement of long-lived assets requires the use of significant judgment to identify the existence of impairment indicators and identify the appropriate asset, group of assets, cash-generating unit (CGU) or groups of CGUs. Furthermore, the Corporation uses significant estimates and judgment such as determining the appropriate discount rate for assessing the recoverable amount and making assumptions about cash flows forecasts, market conditions and terminal growth rates over the long-term life of the assets or CGUs. Any significant modification of market conditions could translate into an inability to recover the carrying amounts of long-financial assets.
Deferred taxes
As tax laws are complex, they may be subject to different interpretations by the Corporation and by the different tax authorities. Current and deferred income taxes represent the Corporation's interpretation of the tax laws and estimates of current and future tax consequences of transactions and events during the year. Deferred tax assets and liabilities require significant estimates and judgment, such as interpreting tax rules and regulations, estimating the nature and timing of future permanent and temporary differences, the expected timing of reversals of those temporary differences and the future tax rates that will apply to those differences and evaluating whether the Corporation can recover a deferred tax asset based on management's assessment of existing tax laws, estimates of future profitability, and tax planning strategies.
14.2 Accounting policy developments
Initial application of amendments to accounting standards
| Supplier Finance Arrangements - Amendments to | In May 2023, the IASB issued_Supplier Finance Arrangements_, which amended IAS 7 |
|---|---|
| IAS 7,Statement of Cash Flows, and IFRS 7,Financial | and IFRS 7, introducing new disclosure requirements to enhance the transparency |
| Instruments: Disclosures | of supplier finance arrangements and their effects on a company's liabilities, cash |
| flows and exposure to liquidity risk. The amendments were effective for annual | |
| reporting periods beginning on or after January 1, 2024, with earlier application | |
| permitted. Effective September 1, 2024, the Corporation applied these | |
| amendments, which had no impact on the consolidated financial statements. |
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 75
Future changes to accounting standards
The following new standard and amendments to accounting standards were issued by the International Accounting Standards Board ("IASB") and were not yet applied in preparing the Corporation's consolidated financial statements.
| Amendments to the Classification and | Amendments to the Classification and | Amendments to the Classification and | Amendments to the Classification and | Measurement | Measurement | In May 2024, the IASB issued_Amendments to the Classification and Measurement of_ |
|---|---|---|---|---|---|---|
| of Financial Instruments - Amendments to IFRS 9, | _Financial Instruments,_which amended IFRS 9 and IFRS 7, to clarify when a | |||||
| Financial | Instruments, | and | IFRS | 7, | Financial | financial asset or a financial liability is recognized and derecognized and to |
| Instruments: Disclosures | introduce an accounting policy choice to derecognize financial liabilities settled | |||||
| using an electronic payment system before the settlement date. The amendments | ||||||
| also clarify the classification of financial assets with environmental, social and governance ("ESG")-linked features, non-recourse loans and contractually linked |
||||||
| instruments, and introduce disclosure requirements for financial instruments with | ||||||
| contingent features and equity instruments classified at fair value through other | ||||||
| comprehensive income. | ||||||
| The amendments are effective for annual reporting periods beginning on or after | ||||||
| January 1, 2026, with earlier application permitted. The Corporation is currently | ||||||
| assessing the impact of these amendments on its consolidated financial | ||||||
| statements, but does not expect to have anymaterial impact. | ||||||
| IFRS 18,Presentation and Disclosure in | Financial | In April 2024, the IASB issued IFRS 18,Presentation and Disclosure in Financial | ||||
| Statements | Statements, which replaces IAS 1,Presentation of Financial Statements. IFRS 18 | |||||
| introduces three sets of new requirements to improve companies' reporting of | ||||||
| financial performance and give investors a better basis for analyzing and | ||||||
| comparing companies: | ||||||
| • improved comparability in the statement of profit or loss by introducing three defined categories for income and expenses (operating, investing and financing) and requiring companies to provide two new defined subtotals, i.e. |
||||||
| operating profit and profit before financing and income taxes; | ||||||
| • enhanced transparency of management-defined performance measures by | ||||||
| requiring companies to disclose explanations of those company-specific | ||||||
| measures that are related to the income statement; and | ||||||
| • enhanced guidance on how companies group information in the financial | ||||||
| statements, including guidance on whether information is included in the | ||||||
| primary financial statements or is further disaggregated in the notes. | ||||||
| The IASB also made consequential amendments to other accounting standards, | ||||||
| including IAS 7,Statement of Cash Flows, IAS 33,_Earnings per Share,_and IAS 34, | ||||||
| Interim Financial Reporting. | ||||||
| IFRS 18 is effective for annual reporting periods beginning on or after January 1, | ||||||
| 2027, with earlier application permitted. The Corporation is currently assessing | ||||||
| the impact of these new and amended accounting standards on its consolidated | ||||||
| financial statements presentation and disclosure. Based on a high level | ||||||
| assessment, the Corporation currently expects the following to be the most | ||||||
| significant impacts on the presentation and disclosure of its consolidated financial | ||||||
| statements: | ||||||
| • Consolidated statements of profit or loss:Although there will be no impact on the Corporation's reported profit for the period/year, the |
||||||
| presentation of the Corporation's consolidated statements of profit or | ||||||
| loss will change, including presenting the two new defined subtotals and | ||||||
| classifying income and expenses into the IFRS 18 defined categories. | ||||||
| Certain line items presented may also change as a result of the | ||||||
| application of the new 'useful structured summary' concept and the | ||||||
| enhanced principles on aggregation and disaggregation. | ||||||
| • Consolidated statements of cash flows:The starting point will change from profit for the period/year to the new operating profit subtotal to be |
||||||
| reported, while interest paid will move from cash flows from operating | ||||||
| activities to cash flows from financing activities. | ||||||
| • Notes to the consolidated financial statements:Certain financial |
||||||
| measures and related information currently reported as 'non-IFRS | ||||||
| Accounting Standards and other financial measures' in the |
||||||
| Corporation's management's discussion and analysis are expected to be | ||||||
| considered 'management-defined performance measures' under IFRS 18 (e.g. adjusted EBITDA and adjusted profit attributable to owners of the Corporation). Accordingly, specific required disclosures for these |
||||||
| management-defined performance measures will need to be provided | ||||||
| within a single note to the consolidated financial statements. |
76 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
15. Non-IFRS Accounting Standards and other financial measures
This section describes non-IFRS Accounting Standards and other financial measures used by Cogeco Communications throughout this MD&A. These financial measures are reviewed in assessing the performance of Cogeco Communications and used in the decision-making process with regard to its business units.
Financial measures presented on a constant currency basis for the three-month period and year ended August 31, 2025 are translated at the average foreign exchange rate of the comparable periods of the prior year, which were 1.3690 USD/CDN and 1.3606 USD/CDN, respectively.
Non-IFRS Accounting Standards measures
The following financial measures used by the Corporation do not have standardized definitions prescribed by IFRS Accounting Standards and therefore, may not be comparable to similar measures disclosed by other companies.
Reconciliations, or references to the specific sections within the MD&A where these reconciliations are provided, as applicable, between these non-IFRS Accounting Standards measures to the most directly comparable IFRS Accounting Standards measures are provided below.
| Most directly | ||||
|---|---|---|---|---|
| comparable | ||||
| IFRS | ||||
| Specified | Accounting | |||
| financial | Standards | |||
| measures | Usefulness | Calculation | measures | |
| Adjusted profit | Adjusted profit attributable to owners of the | Profit for the period attributable to owners of the | Profit for the | |
| attributable to | Corporation is a measure used by management to | Corporation | period | |
| owners of the | assess the Corporation's performance before the | add: | attributable to | |
| Corporation | impact of impairment of assets, acquisition, integration, restructuring and other costs (gains), and loss (gain) on debt modification and/or extinguishment, net of tax and non-controlling |
- impairment of assets, if any; - acquisition, integration, restructuring and other costs (gains); |
owners of the Corporation |
|
| interest for these items. | - loss (gain) on debt modification and/or | |||
| Adjusted profit attributable to owners of the Corporation excludes certain items that |
extinguishment, if any; - tax impact for the above items; and |
|||
| management believes could affect the comparability of the Corporation's financial |
- non-controlling interest for the above items. | |||
| results and could potentially distort the analysis | ||||
| of trends in business performance. Excluding the | ||||
| impact of these items does not imply they are | ||||
| non-recurring. | ||||
| Adjusted | Adjusted financial expense is a measure used by | Financial expense | Financial | |
| financial expense |
management to assess the Corporation's ability to service its debt. |
deduct: - loss (gain) on debt modification and/or |
expense | |
| extinguishment, if any. | ||||
| Constant | The Corporation presents certain financial |
Financial guidelines presented on a | constant | Revenue, |
| currency basis | measures in constant currency to enable an | currency basis are obtained by translating | operating | |
| and foreign | improved understanding of its underlying financial | expected financial results denominated in US | expenses, | |
| exchange impact | performance, undistorted by the effect of changes | dollars at the foreign exchange rates of the prior | adjusted | |
| in foreign exchange rates, in order to facilitate | fiscal year. Historical financial |
measures | EBITDA and net | |
| period-to-period comparisons. Financial |
presented on a constant currency | basis are | capital | |
| measures presented on a constant currency basis | obtained by translating financial results from the | expenditures. | ||
| include financial guidelines and certain historical | current periods denominated in US dollars at the | For free cash | ||
| financial measures, including revenue, operating | foreign exchange rates of the comparable periods | flow, refer to | ||
| expenses, adjusted EBITDA, net capital |
of the prior year. Foreign exchange impact | the definition | ||
| expenditures and free cash flow. | represents the quantification of such impact. | below for the | ||
| most directly | ||||
| comparable | ||||
| IFRS | ||||
| Accounting | ||||
| Standards | ||||
| measure. | ||||
| Organic revenue in constant |
Organic revenue in constant currency and adjusted EBITDA in constant currency are used by |
Revenue in constant currency (as calculated per above) |
Revenue and adjusted |
|
| currency and | management to analyze the Corporation's |
deduct: | EBITDA. | |
| adjusted EBITDA | revenue and adjusted EBITDA growth excluding | - impact of acquisitions. | ||
| in constant currency |
the effect of changes in foreign exchange rates and the impact of acquisitions, in order to facilitate period-to-period comparisons. |
Adjusted EBITDA in constant currency (as calculated per above) |
||
| Management believes these measures are used | deduct: | |||
| by certain investors and analysts to evaluate the | - impact of acquisitions. | |||
| Corporation's performance. |
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 77
| Most directly | |||
|---|---|---|---|
| comparable | |||
| IFRS | |||
| Specified | Accounting | ||
| financial | Standards | ||
| measures | Usefulness | Calculation | measures |
| Free cash flow | Free cash flow and free cash flow, excluding | Free cash flow: | Cash flows from |
| and free cash flow, excluding network |
network expansion projects are used by management to measure the Corporation's ability to repay debt, distribute capital to its |
- Adjusted EBITDA add: |
operating activities |
| expansion | shareholders and finance its growth. Management | - amortization of deferred transaction costs and | |
| projects | believes these measures are used by certain | discounts on long-term debt; | |
| investors and analysts to value the Corporation's business and its underlying assets, and to assess the Corporation's financial strength and performance. |
- loss (gain) on debt modification and/or extinguishment; - share-based payment; |
||
| Free cash flow excludes certain items that management believes could affect the comparability of the Corporation's financial results and could potentially distort the analysis of trends in business performance. Excluding these items does not imply they are non- recurring. During the first quarter of fiscal 2024, |
- proceeds from sale and leaseback and other disposals of property, plant and equipment; - loss (gain) on disposals and write-offs of property, plant and equipment, including sale and leaseback transactions; and - defined benefit plans expense, net of contributions |
||
| the Corporation updated the free cash flow calculation to exclude loss (gain) on debt modification and/or extinguishment, as applicable, following the reimbursement of |
deduct: - acquisition, integration, restructuring and other costs (gains); |
||
| Tranche 1 of the Senior Secured Term Loan B | - financial expense; | ||
| Facility and the amendment of the Senior Secured Revolving Facility. During the fourth quarter of fiscal 2024, the Corporation updated its |
- current income taxes; - net capital expenditures; and |
||
| calculation of free cash flow and free cash flow, excluding network expansion projects, to include |
- repayment of lease liabilities. | ||
| proceeds on disposals of property, plant and | |||
| equipment, which includes proceeds from sale | |||
| and leaseback transactions, in order to better | |||
| align the sources and uses of cash in connection | |||
| to capital expenditures. Comparative figures were | |||
| restated to conform to the current presentation . |
Free cash flow, excluding network expansion | ||
| The Corporation also measures free cash flow, | projects: | ||
| excluding network expansion projects as it | - Free cash flow | ||
| provides a common basis for comparing the impact of the net capital expenditures to the |
add: | ||
| impact of the historical net capital expenditures | - net capital expenditures in connection with | ||
| prior to the acceleration of the network expansion | network expansion projects. | ||
| projects. In addition, management believes this | |||
| helps certain investors and analysts to assess the | |||
| impact of the network expansion projects on the | |||
| Corporation's free cash flow. Excluding the impact | |||
| of net capital expenditure in connection with | |||
| network expansion projects does not imply it is | |||
| non-recurring. | |||
| Net capital | Net capital expenditures, excluding network | Net capital expenditures | Acquisition of |
| expenditures, excluding network expansion |
expansion projects is a measure used by management to assess the Corporation's total capital investments, without taking into consideration capitalized investments in network |
deduct: - net capital expenditures in connection with network expansion projects. |
property, plant and equipment |
| projects | expansion projects, as it provides a common basis | ||
| for comparing the net capital expenditures to | |||
| historical net capital expenditures prior to the | |||
| acceleration of the network expansion projects. In | |||
| addition, management believes this helps certain | |||
| investors and analysts to assess the impact of the | |||
| network expansion projects on the net capital | |||
| expenditures. This measure is also used in the | |||
| calculation of the capital intensity and free cash | |||
| flow, excluding network expansion projects. | |||
| Excluding the impact of net capital expenditure in | |||
| connection with network expansion projects does | |||
| not imply it is non-recurring. |
78 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
| Most directly | |||
|---|---|---|---|
| comparable | |||
| IFRS | |||
| Specified | Accounting | ||
| financial | Standards | ||
| measures | Usefulness | Calculation | measures |
| Available | Management uses available liquidity to assess | Cash and cash equivalents | Cash and cash |
| liquidity | Cogeco Communications' ability to meet its financial obligations and ensure there is sufficient liquidity to support its capital requirements, |
deduct: - cash with restrictions on use |
equivalents |
| including development of the business by |
add: | ||
| acquisition and other growth opportunities. Available liquidity is presented on a consolidated |
- amounts available under revolving credit facilities. |
||
| basis, including the liquidity of distinct borrowing | |||
| structures for the Canadian and American | |||
| telecommunications segments. Management |
|||
| believes this measure is used by certain investors | |||
| and analysts to assess Cogeco Communications' | |||
| financial strength. |
Adjusted profit attributable to owners of the Corporation
| Three months ended | August 31 | Years ended | August 31 | |
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (In thousands of Canadian dollars) | $ | $ | $ | $ |
| Profit for the period attributable to owners of the Corporation | 77,422 | 81,958 | 322,579 | 335,534 |
| Acquisition, integration, restructuring and other costs | 16,032 | 10,561 | 23,320 | 59,731 |
| Impairment of property, plant and equipment | — | 14,862 | 1,574 | 14,862 |
| Loss on debt extinguishment(1) | — | — | — | 16,880 |
| Tax impact for the above items | (3,938) | (6,648) | (8,064) | (24,109) |
| Non-controllinginterest impact for the above items | (926) | (1,679) | (2,266) | (2,467) |
| Adjusted profit attributable to owners of the Corporation | 88,590 | 99,054 | 337,143 | 400,431 |
(1) Included within financial expense.
Adjusted financial expense
For the reconciliation of adjusted financial expense to the most directly comparable IFRS Accounting Standards measure, refer to sub-section 3.5 "Financial expense".
Constant currency basis and foreign exchange impact reconciliation
Consolidated
For the reconciliations of consolidated revenue, operating expenses, adjusted EBITDA and net capital expenditures in constant currency to the most directly comparable IFRS Accounting Standards measures, refer to sub-sections 3.1 "Consolidated performance" and 9.3 "Fourth-quarter operating and financial results".
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 79
The reconciliation of free cash flow in constant currency is as follows. For the reconciliation of this specified financial measure to the most directly comparable IFRS Accounting Standards measure, refer to the specific reconciliation in the sub-section below.
| Three months ended August 31 (In thousands of Canadian dollars, except percentages) |
2025 Actual Foreign exchange impact In constant currency $ $ $ |
2024 Change Actual Actual In constant currency $ % % |
|---|---|---|
| Free cash flow | 107,781 (125) 107,656 |
148,189 (27.3) (27.4) |
| Years ended August 31 (In thousands of Canadian dollars, except percentages) |
2025 Actual Foreign exchange impact In constant currency $ $ $ |
2024 Change Actual Actual In constant currency $ % % |
| Free cash flow | 517,188 (3,641) 513,547 |
476,021 8.6 7.9 |
Segmented
For the reconciliations of segmented revenue, operating expenses, adjusted EBITDA and net capital expenditures in constant currency to the most directly comparable IFRS Accounting Standards measures, refer to section 4 "Segmented operating and financial results" and sub-section 9.3 "Fourth-quarter operating and financial results".
Corporate and eliminations
| Three months ended August 31 (In thousands of Canadian dollars, except percentages) |
2025 Actual Foreign exchange impact In constant currency $ $ $ |
2024 Change Actual Actual In constant currency $ % % |
|---|---|---|
| Operating expenses Management fees – Cogeco Inc. |
7,563 (1) 7,562 3,451 — 3,451 |
10,819 (30.1) (30.1) 5,238 (34.1) (34.1) |
| Adjusted EBITDA | (11,014) 1 (11,013) |
(16,057) 31.4 31.4 |
| Years ended August 31 (In thousands of Canadian dollars, except percentages) |
2025 Actual Foreign exchange impact In constant currency $ $ $ |
2024 Change Actual Actual In constant currency $ % % |
| Operating expenses Management fees – Cogeco Inc. |
33,271 (15) 33,256 18,216 — 18,216 |
42,894 (22.4) (22.5) 20,952 (13.1) (13.1) |
| Adjusted EBITDA | (51,487) 15 (51,472) |
(63,846) 19.4 19.4 |
80 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
Free cash flow and free cash flow, excluding network expansion projects reconciliations
| Fiscal | Fiscal | Fiscal | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended and fiscal years | Aug. 31 | 2025 | Nov. 30 | (1) | Feb. 29 | (1) | May 31 | (1) | Aug. 31 | 2024 | 2023 | (1) |
| (In thousands of Canadian dollars) | $ | $ | $ | $ | $ | $ | $ | $ | ||||
| Cash flows from operating activities | 265,143 | 1,138,009 | 236,982 | 285,434 | 333,626 | 319,177 | 1,175,219 | 962,905 | ||||
| Changes in other non-cash operating activities |
(1,530) | (6,328) |
52,935 | 2,253 | (76,679) | (34,878) | (56,369) | 97,851 | ||||
| Income taxes paid (received) | 5,170 | 7,151 |
2,903 | (7,628) | 3,918 | 6,526 | 5,719 | 91,673 | ||||
| Current income taxes | (12,183) | (47,584) |
(7,228) | (9,189) | (3,177) | (553) | (20,147) | (32,067) | ||||
| Interest paid | 75,376 | 268,899 | 63,972 | 68,288 | 62,509 | 71,695 | 266,464 | 239,648 | ||||
| Financial expense | (69,633) | (273,986) | (83,294) | (68,163) | (64,308) | (61,925) | (277,690) | (251,642) | ||||
| Loss on debt extinguishment(2) | — | — |
16,880 | — | — | — | 16,880 | — | ||||
| Amortization of deferred transaction | ||||||||||||
| costs and discounts on long-term debt(2) |
2,567 | 8,867 |
2,674 | 2,007 | 2,272 | 2,190 | 9,143 | 12,601 | ||||
| Net capital expenditures(3) | (154,274) | (588,276) | (146,427) | (170,769) | (168,384) | (152,253) | (637,833) | (699,506) | ||||
| Proceeds from sale and leaseback and | ||||||||||||
| other disposals of property, plant and equipment(1) |
606 | 23,338 |
255 | 1,644 | 885 | 594 | 3,378 | 2,651 | ||||
| Repayment of lease liabilities | (3,461) | (12,902) |
(1,804) | (2,078) | (2,477) | (2,384) | (8,743) | (6,058) | ||||
| Free cash flow(1) | 107,781 | 517,188 | 137,848 | 101,799 | 88,185 | 148,189 | 476,021 | 418,056 | ||||
| Net capital expenditures in connection | ||||||||||||
| with network expansionprojects | 57,818 | 108,475 | 31,660 | 24,390 | 24,433 | 56,911 | 137,394 | 172,835 | ||||
| Free cash flow, excluding network expansion projects (1) |
165,599 | 625,663 | 169,508 | 126,189 | 112,618 | 205,100 | 613,415 | 590,891 |
(1) During the fourth quarter of fiscal 2024, the Corporation updated its calculation of free cash flow and free cash flow, excluding network expansion projects, to include proceeds on disposals of property, plant and equipment, which includes proceeds from sale and leaseback transactions. Comparative figures were restated to conform to the current presentation.
(2) Included within financial expense.
(3) Net capital expenditures exclude non-cash acquisitions of right-of-use assets and the purchases, and related borrowing costs, of spectrum licences, and are presented net of government subsidies, including the utilization of those received in advance.
Available liquidity reconciliation
For the reconciliation of available liquidity to the most directly comparable IFRS Accounting Standards measure, refer to sub-section 8.1 "Capital structure".
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 81
Net capital expenditures and free cash flow, excluding network expansion projects reconciliations
Net capital expenditures, excluding network expansion projects
| Three months ended August 31 (In thousands of Canadian dollars, except percentages) |
2025 | 2024 Change Actual Actual In constant currency $ % % |
|---|---|---|
| Actual Foreign exchange impact In constant currency $ $ $ |
||
| Acquisition of property, plant and equipment Subsidies received in advance recognized as a reduction of the cost of property, plant and equipment duringtheperiod |
157,625 (3,351) |
154,260 2.2 (2,007) 67.0 |
| Net capital expenditures Net capital expenditures in connection with network expansionprojects |
154,274 (203) 154,071 57,818 (387) 57,431 |
152,253 1.3 1.2 56,911 1.6 0.9 |
| Net capital expenditures, excluding network expansion projects |
96,456 184 96,640 |
95,342 1.2 1.4 |
| Years ended August 31 (In thousands of Canadian dollars, except percentages) |
2025 Actual Foreign exchange impact In constant currency $ $ $ |
2024 Change Actual Actual In constant currency $ % % |
| Acquisition of property, plant and equipment Subsidies received in advance recognized as a reduction of the cost of property, plant and equipment duringtheperiod |
596,172 (7,896) |
659,090 (9.5) (21,257) (62.9) |
| Net capital expenditures Net capital expenditures in connection with network expansionprojects |
588,276 (8,395) 579,881 108,475 (550) 107,925 |
637,833 (7.8) (9.1) 137,394 (21.0) (21.4) |
| Net capital expenditures, excluding network expansion projects |
479,801 (7,845) 471,956 |
500,439 (4.1) (5.7) |
Free cash flow, excluding network expansion projects
| Three months ended August 31 (In thousands of Canadian dollars, except percentages) |
2025 Actual Foreign exchange impact In constant currency $ $ $ |
2024 Change Actual Actual In constant currency $ % % |
|---|---|---|
| Free cash flow Net capital expenditures in connection with network expansionprojects |
107,781 (125) 107,656 57,818 (387) 57,431 |
148,189 (27.3) (27.4) 56,911 1.6 0.9 |
| Free cash flow, excluding network expansion projects |
165,599 (512) 165,087 |
205,100 (19.3) (19.5) |
82 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
| Years ended August 31 (In thousands of Canadian dollars, except percentages) |
2025 Actual Foreign exchange impact In constant currency $ $ $ |
2024 Change Actual Actual In constant currency $ % % |
|---|---|---|
| Free cash flow Net capital expenditures in connection with network expansionprojects |
517,188 (3,641) 513,547 108,475 (550) 107,925 |
476,021 8.6 7.9 137,394 (21.0) (21.4) |
| Free cash flow, excluding network expansion projects |
625,663 (4,191) 621,472 |
613,415 2.0 1.3 |
Non-IFRS Accounting Standards ratios
The following financial measures used by the Corporation do not have standardized definitions prescribed by IFRS Accounting Standards and therefore, may not be comparable to similar measures disclosed by other companies.
| Specified financial measures Usefulness |
Calculation |
|---|---|
| Adjusted diluted earnings per share Adjusted diluted earnings per share is a measure used by management to assess the Corporation's performance before the impact of impairment of assets, acquisition, integration, restructuring and other costs (gains), and loss (gain) on debt modification and/or extinguishment, net of tax and non-controlling interest for the above items. Adjusted diluted earnings per share excludes certain items that management believes could affect the comparability of the Corporation's financial results and could potentially distort the analysis of trends in business performance. Excluding the impact of these items does not imply they are non-recurring. Adjusted profit attributable to owners of the Corporation divided by the weighted average number of diluted multiple and subordinate voting shares outstanding. Adjusted profit attributable to owners of the Corporation is a non-IFRS Accounting Standards measure. For more details on this financial measure, please refer to the "Non-IFRS Accounting Standards measures" sub-section. |
|
| Change in constant currency The Corporation presents changes of certain financial measures in constant currency to enable an improved understanding of its underlying financial performance, undistorted by the effects of changes in foreign exchange rates, in order to facilitate period-to-period comparisons. Change in constant currency, expressed as a percentage of the variation between the periods presented, is obtained by translating financial results from the current periods denominated in US dollars using the foreign exchange rates of the comparable periods of the prior year. Constant currency basis is a non-IFRS Accounting Standards measure. For more details on this financial measure, please refer to the "Non-IFRS Accounting Standards measures" sub-section. |
|
| Organic revenue growth in constant currency and organic adjusted EBITDA growth in constant currency Organic revenue growth in constant currency and organic adjusted EBITDA growth in constant currency are used by management to analyze the Corporation's revenue and adjusted EBITDA growth excluding the effect of changes in foreign exchange rates and the impact of acquisitions, in order to facilitate period-to-period comparisons. Management believes these measures are used by certain investors and analysts to evaluate the Corporation's performance. Revenue and adjusted EBITDA changes in constant currency (as calculated above), expressed as a percentage of the variation between the periods presented, adjusted for the impact of acquisitions. Constant currency basis is a non-IFRS Accounting Standards measure. For more details on this financial measure, please refer to the "Non-IFRS Accounting Standards measures" sub-section. |
Revenue and adjusted EBITDA changes in constant currency (as calculated above), expressed as a percentage of the variation between the periods presented, adjusted for the impact of acquisitions. Constant currency basis is a non-IFRS Accounting Standards measure. For more details on this financial measure, please refer to the "Non-IFRS Accounting Standards measures" sub-section. |
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 83
| Specified financial measures Usefulness |
Specified financial measures Usefulness |
Calculation |
|---|---|---|
| Capital intensity, excluding network expansion projects |
Capital intensity, excluding network expansion projects is used by management to assess the Corporation's investment in capital expenditures and to make certain decisions, without taking into consideration capitalized investments in network expansion projects, in order to support a certain level of revenue. The Corporation measures capital intensity, excluding network expansion projects, as it provides a common basis for comparing the impact of the net capital expenditures to the impact of the historical net capital expenditures prior to the acceleration of the network expansion projects. In addition, management believes this helps certain investors and analysts to assess the impact of the network expansion projects on the Corporation's capital intensity ratio. Excluding the impact of net capital expenditure s in connection with network expansion projects does not imply it is non-recurring. |
Net capital expenditures, excluding network expansion projects divided by revenue. Net capital expenditures, excluding network expansion projects is a non-IFRS Accounting Standards measure. For more details on this financial measure, please refer to the "Non-IFRS Accounting Standards measures" sub- section. |
| Capital intensity in constant currency and capital intensity, excluding network expansion projects in constant currency |
The Corporation presents certain financial measures on a constant currency basis, including capital intensity in constant currency and capital intensity, excluding network expansion projects in constant currency, to facilitate period- to-period comparisons, undistorted by the effects of changes in foreign exchange rate. |
Capital intensity in constant currency is calculated as net capital expenditures in constant currency divided by revenue in constant currency. Capital intensity, excluding network expansion projects in constant currency is calculated as net capital expenditures, excluding network expansion projects in constant currency divided by revenue in constant currency. Constant currency basis, including net capital expenditures in constant currency, net capital expenditures, excluding network expansion projects in constant currency and revenue in constant currency are non-IFRS Accounting Standards measures. For more details on these financial measures, please refer to the "Non-IFRS Accounting Standards measures" sub-section. |
| Free cash flow dividend payout ratio and free cash flow, excluding network expansion projects, dividend payout ratio Management believes certain investors use free cash flow dividend payout ratio and free cash flow, excluding network expansion projects, dividend payout ratio, to assess the Corporation's financial strength and performance by demonstrating the sustainability of the Corporation's dividend payments. Dividends declared for the year on multiple and subordinate voting shares divided by free cash flow and by free cash flow, excluding network expansion projects. Free cash flow and free cash flow, excluding network expansion projects are non-IFRS Accounting Standards measures. For more details on these financial measures, please refer to the "Non-IFRS Accounting Standards measures" sub-section. |
Total of segments measures
The following financial measures used by Cogeco Communications are total of segments measures as reported in Note 6 of the consolidated financial statements. Reconciliations between these specified financial measures to the most directly comparable IFRS Accounting Standards measures are provided below.
| Specified financial measures | Most directly comparable IFRS Accounting Standards measures |
|---|---|
| Adjusted EBITDA | Profit for the period |
| Net capital expenditures | Acquisition of property, plant and equipment |
84 • COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A
Adjusted EBITDA reconciliation
| Three months ended August 31 | Three months ended August 31 | Years ended August 31 | Years ended August 31 | |
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (In thousands of Canadian dollars) | $ | $ | $ | $ |
| Profit for the period | 81,690 | 85,484 | 341,787 | 354,132 |
| Income taxes | 17,621 | 15,225 | 87,330 | 62,342 |
| Financial expense | 69,633 | 61,925 | 273,986 | 277,690 |
| Impairment of property, plant and equipment | — | 14,862 | 1,574 | 14,862 |
| Depreciation and amortization | 173,578 | 182,361 | 714,648 | 673,557 |
| Acquisition, integration, restructuringand other costs | 16,032 | 10,561 | 23,320 | 59,731 |
| Adjusted EBITDA | 358,554 | 370,418 | 1,442,645 | 1,442,314 |
Net capital expenditures reconciliation
For the reconciliation of net capital expenditures to the most directly comparable IFRS Accounting Standards measure, refer to sub-sections 6.2 "Investing activities" and 9.3 "Fourth-quarter operating and financial results".
Capital management measures
The following financial measures used by Cogeco Communications are capital management measures, as disclosed in Note 24 C) of the Corporation's consolidated financial statements.
24 C) of the Cor poration's consolidated financial statements. |
|
|---|---|
| Specified financial measures Usefulness |
Calculation |
| Net indebtedness Net indebtedness is a measure used by management, and management believes it is also used by certain investors and analysts, to assess the Corporation's financial leverage, as it represents the debt net of the available unrestricted cash and cash equivalents. Net indebtedness is a component of "Net indebtedness to adjusted EBITDA ratio". Long-term debt before discounts, transaction costs and other add: - bank indebtedness deduct: - cash and cash equivalents, excluding cash with restrictions on use. |
|
| Net indebtedness to adjusted EBITDA ratio Net indebtedness to adjusted EBITDA ratio is a measure used by management to assess the Corporation's financial leverage and its capital structure decisions, including the issuance of new debt, and to manage the Corporation's debt maturity risks. |
Net indebtedness divided by the twelve-month trailing adjusted EBITDA. |
| Fixed-rate indebtedness Fixed-rate indebtedness is a measure used by management to monitor and manage the Corporation's capital structure. Management believes this measure helps investors and analysts to assess the Corporation's financial leverage. |
Principal on fixed-rate long-term debt divided by the principal on long-term debt. |
Adjusted EBITDA to adjusted financial expense ratio is no longer disclosed as it is no longer used and calculated by management on a consolidated basis.
Supplementary financial measures
| Specified financial | |
|---|---|
| measures | Calculation |
| Adjusted EBITDA margin | Adjusted EBITDA divided by revenue. |
| Capital intensity | Net capital expenditures divided by revenue. |
| Return on equity | Profit attributable to owners of the Corporation for the year divided by the average of the equity attributable |
| to owners of the Corporation for the year. |
COGECO COMMUNICATIONS INC. 2025 ANNUAL REPORT MD&A • 85