1. Current Cable Landscape
Citi Corporate and Investment Banking | Media
April 24, 2013
Current Cable Landscape
Perspectives on Value and Recent M&A Transactions
Strictly Private and Confidential

2. Table of Contents 1. Public Market Update 1 2. M&A Market Update 13 3.
M&A Case Studies
a. Cablevision’s Sale of Optimum West to Charter 24
b. Cogeco’s Acquisition of Atlantic Broadband 27
c. Apollo, Oaktree and Crestview’s Sale of Charter Shares to Liberty Media 30

3. Citi Corporate and Investment Banking | Media
1. Public Market Update

4. Cable Stocks Have Outperformed
1-Year Stock Price Performance
Since 4/19/2012
Cable
RBOC
DBS
S&P500
Note: Cable based on volume weighted average of Cablevision, Charter, Comcast, and Time Warner Cable.
DBS based on DirecTV and Dish.
RBOC based on Verizon and AT&T. 1

5. Performance Drivers Differed by Operator
Drivers of 1-Year Share Price Performance
Note: Data current as of 4/19/2013.
(1) Other reflects changes in minority interest, non-cable assets, unconsolidated investments and preferred shares. 2

6. EBITDA Multiples Have Increased
Public cable multiples have recovered from 2008 and private market multiples have expanded.
Public and Private FV / EBITDA Multiples Over Time
Cable Deal Hiatus 3
Note: Multiples represent averages. No private cable transactions announced during 2008 – 2009.

7. Public Valuations Reflect Recent Performance
Firm Value / 2013E EBITDA
Cable
DBS
Telco
Consolidated FV / ’13 EBITDA
(1)
(1)
(1)
(1)
2013E – 2015E EBITDA CAGR
Source: Company filings and Wall Street research.
Note: Market data as of 4/19/2013.
Represents Cable Firm Value / 2013E Cable EBITDA. CVC / Charter pro forma for sale / acquisition of Bresnan. CMCSA pro forma for acquisition of 49% stake in NBCU. 4

8. Debt Markets Love Cable
Robust Financing Markets…
HY CCC Index
HY B Index
HY BB index
10-yr Treasury
Yield To Worst
…That Are Highly Supportive of Cable 5

9. Large Players Focused on the Landscape
Residential
(subscribers in millions)
Wireless
(subscribers in millions) --
Video
Data
Enterprise
(2012 Revenue, $ in millions)
Other 6
Source: Company filing, Equity Research. 9 9 9 9 9 9 9 9 9 9 9 9 9

10. Demand for Data is Primary Driver of Outperformance…
Cable is Advantaged in Reach… (US Household Fiber / Cable Coverage, HH in mm)
#FiOS HH
#U-Verse HH
Fiber % US HH Passed
Cable % US HH Passed
Cable Homes Passed: 97% of HHs
Telco Homes Passed: 43% HHs
Initial Telco Fiber Rollout Complete
…And HSD Technology (Download Speed in Mbps)
Cable offers a superior product across 54% of its homes passed 7

11. …Commercial Opportunity is a Secondary Driver…
Enterprise: A $100 billion Market Opportunity… (Revenue Market Share)
Cable
Other
Cable Operators Plan to Expand Capabilities to Drive Market Share Gains (2012E Enterprise Revenue, $ in bn)
Estimated Opportunity: $25bn
Acquired a CLEC and VoIP provider
Estimated Opportunity: $20bn
Acquired Navisite, an enterprise hosting provider
Estimated Opportunity: ~$9bn in Tier 2/ 3 Cities
Provides services in the New York metro area through Optimum Lightpath
Recently acquired cloud communications provider Telovations
Other 8

12. …Both Contributing to Revenue Growth
Revenue Growth Contribution 2011A – 2012A Growth in Revenue & Segment Growth Contribution 9

13. Growth Profiles Enhanced by “Catch-up” Opportunity
Cable Penetration % of Homes Passed; as of 12/31/12
HSD Penetration (% of HP)
PSU Growth
2012A 10

14. Investors Focused on Costs
Programming Costs Increasing Faster than ARPU… % Growth
Primarily Driven by Sports Rights & Retrans Fees (Affiliate Fees: ’09A – ’15E) ($bn)
Sports
Retrans
Cable Nets
’12 – ’15 CAGR
9.2%
’09 – ’12 CAGR
8.7%
6.8%
7.2%
23.7%
27.8%
10.3%
9.1%
Video Gross Profit Margin 11
Source: Wall Street research.

15. Programming Costs Pressuring Margins
Change in Programming Cost / Sub 2012A vs. 2011A
EBITDA Margin 2012A
EBITDA Margin Y-o-Y Change (bps) 12

16. Citi Corporate and Investment Banking | Media
2. M&A Market Update

17. Private Market Multiples Have Expanded
Average: 8.4x
FV / Forward EBITDA
Target:
2010 – 2011 Average
Acquiror:
Jun 2012
Jun 2012
Jul 2012
Jul 2012
Feb 2013
Feb 2013 13
(1) Multiple without tax adjustment.

18. Further Consolidation Likely
Current Cable Landscape (Subscribers in 000s)
Cable
DBS
Telco 14

19. Three Groups of Acquirors
Acquiror Type
Motivations
Example
Large Operators
Leverage programming costs
Reduce tax payments
Operating cost reduction
Charter/ Optimum West
West
Roll-ups / Platform Expansion
Consolidate rural systems
Adjacent markets
Leverage SG&A costs
Cogeco / Atlantic Broadband
Financial Buyers
Liberty / Charter
Low risk investment
Need leverage / scale
What is exit? 15

20. Wide Range of Processes
Type of Process
Broad Auction
Limited Auction
Bilateral Negotiation
Catalyst for Process
Sponsor nearing end of investment
Not aligned with Company’s core markets
Sponsor nearing end of investment Death of founder
Focus parent’s business
Prior Processes 3
Total Number of Parties Involved 7+
Did not sell
12+ 2 6 16

21. Scale is Increasingly Valuable to Operators
2012A Capex per Subscriber
2012A Programming Cost per Subscriber
Largest firm pays ~20% less than smallest firms
(1)
(1)
Programming Costs ($ per sub per month)
Capex Per Subscriber
(1)
(1)
Subscribers (mm)
Subscribers (mm) 17
(1) Based on regression curve including CMCSA, CHTR, CVC, TWC DTV and DISH.

22. Synergies Have Been Meaningful
Precedent Transaction Synergies
(1)
Source: Company filings, Wall Street research.
Represents tax shield of incremental interest cost. 18

23. Synergy Potential Will Drive View of Value
Large Strategic
Mid-Sized Strategic
Financial Sponsors
Revenue
Some
Penetration?
None
Cost Structure
% Synergy
Programming
20% 5% 0%
Field Costs
10%
Marketing
15%
Customer Service
Corporate Overhead
50%
25%
Other Operating Costs
2.5%
Total Synergies
10 – 15%
5 – 10%
1 – 2.5% 19

24. Tax Assets Can Be Valuable
Larger Operators Looking to Reduce Taxable Income (2013E Taxable Income)
Value of A Tax Step-up Can Be Attractive Illustrative $750mm Tax Step-up Example
Potential Fully Utilized Value of Tax Step-up 20
(1) Based on regression curve including CMCSA, CHTR, CVC, TWC DTV and DISH.

25. Seller and Buyer Have Different Perspectives
Transaction A
Transaction B
0.8x EBITDA
2.4x EBITDA
(1) Includes debt and swap breakage costs and other transaction costs. 21

26. Financial Sponsors Focused on Cable Sector
Numerous Sponsors Bidding On Cable Assets
What Are Sponsors Looking For?
Management Team
Can back existing teams
Provide additional expertise
Platform for Roll-ups
Spreads costs across markets
Increases exit alternatives
“Catch-up” Opportunities
Underpenetrated “rural” systems
Chance to upgrade plant
Scale / Leverageability
Need scale and an exit
Leverage required to hit returns 22

27. Returns Dependent on Scale and Leverage
Illustrative Cable LBO
Minimum scale required for sufficient leverage and to preserve exit opportunities
Lenders attracted to recurring free cash flow, physical assets, high margins
Bond market can be accessed for additional leverage if issuance is above ~$150mm
Market conditions have increased leverage available to acquirors 23

28. Citi Corporate and Investment Banking | Media
3. M&A Case Studies

29. a. Cablevision’s Sale of Optimum West to Charter
Citi Corporate and Investment Banking | Media
a. Cablevision’s Sale of Optimum West to Charter
West

30. Charter / Optimum West Transaction Overview
Process
On February 7th, 2013, Cablevision Systems Corporation entered into a definitive agreement to sell Bresnan Broadband Holdings, LLC (“Optimum West”) to Charter Communications Inc. for $ billion
Purchase price represents 10.0x Optimum West’s LTM Adjusted Operating Cash Flow
Optimum West serves approximately 366,000 customers in Montana, Colorado, Wyoming and Utah
Cablevision had acquired Bresnan in June for $1.4 billion (8.1x LTM EBITDA)
Citi advised Cablevision on the transaction
Limited number of targeted participants
13 weeks from beginning of process to signing
Distribution of information package in first round
Full diligence in second round
Implied Transaction Multiples 24

31. Optimum West Asset Overview
Geographic Overview
Key Operating Metrics
(September 30, 2012)
Metric
Performance
Premises Passed
665,500
Basic Penetration
(% of Premises Passed)
45.7%
Digital Penetration
(% of Basic Subscribers)
83.3%
HSD Penetration
42.9%
Voice Penetration
25.4%
3-Product Bundling(1)
40.6%
% above 750 MHz
90.0%
Principal Competitors
CenturyLink (No IPTV video offering)
DirecTV, DISH
Montana
Kalispell
Havre
Missoula
Great Falls
Helena
Billings
Bozeman
Sheridan
Cody
Gillette
Jackson
Casper
Wyoming L a r a m i e
Cheyenne
Grand Junction
Cedar City
Canon City
Durango
Lamar
Utah
Colorado
Optimum West Headends
Optimum West States Served
(1) 3-product bundling defined as the percentage of unique customers who subscribe to three of Optimum West’s core products (video, HSD, voice). 25

32. Optimum West Transaction Rationale
Attractive Markets
Strong household and population growth
High levels of employment and stable economic base
Significant new home construction
Strong Competitive Position and Unmatched Product Offering
Market leader in video and HSD with 45.7% and 42.9% penetration, respectively
In the areas it serves, Optimum West is the only integrated triple-play provider in the market (CenturyLink has limited HSD speeds (3 Mbps) and no proprietary video product)
Fully Upgraded, High Quality Systems
Carrier class plant and network with 90% two-way 750 – 860 MHz capacity
State-of-the-art Network Operations Center, Regional Operations Center and principal call centers all within Optimum West’s footprint
Significant Investment and Operating Improvements by Cablevision
$80 million in capital to migrate off net2phone, introduce higher HSD speeds and connect additional headends
Revamped sales and marketing team by adding door-to-door sales resources and dedicating resources to SMB, bulk and Enterprise customer segments 26

33. b. Cogeco’s Acquisition of Atlantic Broadband
Citi Corporate and Investment Banking | Media
b. Cogeco’s Acquisition of Atlantic Broadband

34. Transaction Overview Overview Key Terms
On July 18th, 2012, Cogeco announced the acquisition of Atlantic Broadband (“ABB”) for $1.36 billion in cash
Transaction valued at 8.8x forward EBITDA (8.3x net of tax structure)
Cogeco is a leading cable operator based in Montreal, Canada
Atlantic Broadband is the 14th largest cable provider in the U.S., serving 251,000 basic cable subscribers
ABB was previously owned by ABRY Partners and Oak Hill Capital Partners (acquired from Charter in 2004)
Structure provides meaningful tax benefits back to Cogeco
Cogeco will acquire 100% of ABB in an all-cash deal
Cogeco received incremental financing for $660mm of the purchase price
Cogeco funded the remaining portion of the purchase price with cash and its own credit facility
Transaction closed in December 2012
Implied Transaction Multiples 27

35. Atlantic Broadband Asset Overview
Business Overview
Key Operating Statistics
(As of 6/30/2012)
14th largest cable provider in the U.S.
Technologically advanced network
~7,900 miles of network plant with an average density of 65 homes per mile
92% of the platform fully upgraded to all digital or operating 750MHz capacity or higher
DOCSIS 3.0 covers 85% of homes passed
98% of homes passed are internet and telephone ready and two-way connection capable
Source: Company materials.
(1) As a percentage of homes passed.
Geographic Footprint
(As of 6/30/2012)
Atlantic Broadband
Headquarters
Quincy, MA
Western Pennsylvania
Homes Passed: 243,177
Basic Customers: 122,419
Maryland/Delaware
Homes Passed: 60,530
Basic Customers: 21,126
Aiken (South Carolina)
Homes Passed: 56,114
Basic Customers: 22,641
Miami Beach
Homes Passed: 155,525
Basic Customers: 85,532
Note: Basic Customers include Basic Television and Digital Video customers. 28

36. Atlantic Broadband Transaction Rationale
Attractive Entry into U.S. Markets
7,900 miles of network with average density of 65 homers per mile
Underpenetrated markets imply room for growth
Less competitive markets suggest ability to maintain pricing
High Quality Network Infrastructure
92% of platform was fully upgraded to all digital or operating at 750MHz or higher
DOCSIS 3.0 covers 85% of ABB’s homes passed
Commercial Growth Opportunity
~30% commercial revenue CAGR despite having less than 10% of market share
Approximately 40,000 businesses within existing network
Provides Platform for Future Growth
Platform allows Cogeco to explore other ways to deploy capital in the U.S. cable sector
Neighboring markets facing limited competition as well 29

37. Citi Corporate and Investment Banking | Media
c. Apollo, Oaktree and Crestview’s Sale of Charter Shares to Liberty Media

38. Apollo, Oaktree and Crestview’s Sale of Charter Shares to Liberty Media
Overview
Pro Forma Ownership
On March 19, 2013, Apollo, Oaktree, and Crestview entered into a definitive agreement with Liberty Media to sell 26.9 million shares and 1.1 million warrants of Charter Communications for $2.617bn
Shares were sold for $95.50 per share, representing a premium of 6.0% to Charter’s closing share price on March 15th, 2013
Values Charter at 8.0x FV / 2013E EBITDA
The transaction is expected to close in the first half of the 2nd quarter of 2013
Citi acted as financial advisor to Apollo and Oaktree on this transaction
Implied Valuation of Charter
Governance
Under the terms of the stockholder’s agreement, Liberty Media has the right to name up to four directors
Liberty is restricted from acquiring a stake exceeding 35% until January 2016 and 39.99% into perpetuity 30
(1) Total proceeds includes warrants.

39. Charter Asset Overview
Business Overview
Fourth largest U.S. cable operator based on homes passed and basic video customers
Diverse geographic footprint spread across mid-tier metropolitan and rural areas
Thomas Rutledge joined as CEO in Nov 2011 and has hired other legacy Cablevision key executives
Significant capital invested in plant upgrades
Key Operating Stats
4,197,000 basic video subs (1)
3,484,000 digital video subs
3,917,000 high speed data subs
1,979,000 telephone subs
13,577,000 total RGUs
Geographic Footprint (As of 12/31/2012) 31
(1) Includes commercial video and residential video.

40. Charter Transaction Rationale
Strong Cable Operating Experience
Investment in Charter represents a re-entry into U.S. cable market (Sold TCI to AT&T in 1999)
Liberty Global owns numerous international cable assets across 13 countries
Consistent with Liberty Media Investment Strategy
Best opportunity for re-entry for Liberty Media as large stake with governance rights could be acquired at a modest premium
Charter operations large enough to benefit from scale with a path to more over time
Capital Investment Has Been Made
Charter’s owners have made significant capital investments in infrastructure upgrades
Liberty investment comes at time when Charter is primed for growth 32

41. Citi Corporate and Investment Banking | Media
Q&A 33

42. Christina Mohr Managing Director, Mergers & Acquisitions
Citi Corporate and Investment Banking | Media
Citi Contact Information
Christina Mohr Managing Director, Mergers & Acquisitions
Office: 1 (212)
Derek Van Zandt Managing Director, Global Communications Group
Office: 1 (212) 34

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