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UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ፤ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 អ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-187850 WideOpenWest Finance, LLC (Exact name of registrant as specified in its charter) Delaware 31-1811298 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 7887 East Belleview Avenue, Suite 1000 Englewood, Colorado 80111 (Address of Principal Executive Offices) (Zip Code) (720) 479-3500 (Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes អ No ፤ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes អ No ፤ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ፤ No អ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ፤ No អ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ፤ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of the Exchange Act. Large accelerated filer អ Accelerated filer អ Non-accelerated filer ፤ Smaller reporting company អ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes អ No ፤ State the aggregate market value of the common equity held by non-affiliates of the Registrant: Not Applicable Indicate the number of shares outstanding of each of the Registrants’ classes of common stock: Not Applicable WIDEOPENWEST FINANCE, LLC AND SUBSIDIARIES FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014 TABLE OF CONTENTS Page PART I.................................................................. 1 Item 1: Business ....................................................... 1 Item 1A: Risk Factors .................................................... 20 Item 1B: Unresolved Staff Comments ........................................ 35 Item 2: Properties ...................................................... 35 Item 3: Legal Proceedings ................................................ 36 Item 4: Mine Safety Disclosures ........................................... 36 PART II................................................................. 37 Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ..................................... 37 Item 6: Selected Financial Data ............................................ 37 Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations ................................................... 38 Item 7A: Quantitative and Qualitative Disclosures About Market Risk ................. 57 Item 8: Financial Statements and Supplementary Data ........................... 57 Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .................................................... 57 Item 9A: Controls and Procedures ........................................... 57 Item 9B: Other Information ............................................... 58 PART III................................................................ 59 Item 10: Directors, Executive Officers and Corporate Governance .................... 59 Item 11: Executive Compensation ........................................... 62 Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ............................................. 77 Item 13: Certain Relationships and Related Transactions, and Director Independence ..... 77 Item 14: Principal Accountant Fees and Services ................................ 78 PART IV................................................................ 79 Item 15: Exhibits and Financial Statement Schedules ............................. 79 This Annual Report on Form 10-K is for the fiscal year ended December 31, 2014. Any statement contained in a prior periodic report shall be deemed to be modified or superseded for purposes of this Annual Report to the extent that a statement contained herein modifies or supersedes such statement. The Securities and Exchange Commission allows us to ‘‘incorporate by reference’’ information that we file with them, which means that we can disclose important information by referring you directly to those documents. Information incorporated by reference is considered to be part of this Annual Report. References in this Annual Report to ‘‘WOW,’’ ‘‘we,’’ ‘‘us,’’ or ‘‘our’’ are to WideOpenWest Finance, LLC and its direct and indirect subsidiaries, unless the context specifies or requires otherwise. i Cautionary Statement Regarding Forward-Looking Statements Certain statements contained in this Annual Report that are not historical facts contain ‘‘forward- looking statements’’ within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our goals, beliefs, plans and expectations about our prospects for the future and other future events. Such statements involve certain risks, uncertainties and assumptions. Forward-looking statements include all statements that are not historical fact and can be identified by terms such as ‘‘may,’’ ‘‘intend,’’ ‘‘might,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘would,’’ ‘‘anticipate,’’ ‘‘expect,’’ ‘‘believe,’’ ‘‘estimate,’’ ‘‘plan,’’ ‘‘project,’’ ‘‘predict,’’ ‘‘potential,’’ or the negative of these terms. Although these forward-looking statements reflect our good-faith belief and reasonable judgment based on current information, these statements are qualified by important factors, many of which are beyond our control, that could cause our actual results to differ materially from those in the forward-looking statements, including, but not limited to: • the wide range of competition we face in our business; • conditions in the economy, including economic uncertainty or downturn, high unemployment levels and the level of activity in the housing sector; • our ability to offset increased direct costs, particularly programming, with price increases; • plans to develop future networks and upgrade facilities; • the current and future markets for our services and products; • competitive and technological developments; • our exposure to the credit risk of customers, vendors and other third parties; • possible acquisitions, alliances or dispositions; • the effects of regulatory changes on our business; • fluctuations in the economy or natural disasters in the areas where we operate; • our substantial level of indebtedness; • certain covenants in our debt documents; • our failure to realize the anticipated benefits of acquisitions in the expected time frame or at all; • our expectations with respect to the continued integration of Knology, Inc (‘‘Knology’’) and the ability to realize expected cost savings related thereto; • other risks referenced in the section of this Annual Report entitled ‘‘Risk Factors’’; and • our ability to manage the risks involved in the foregoing; and other factors described from time to time in our reports filed or furnished with the U.S. Securities and Exchange Commission (the ‘‘SEC’’), and in particular those factors set forth in the section entitled ‘‘Risk Factors’’ and other reports subsequently filed with the SEC. Given these uncertainties, you should not place undue reliance on any such forward-looking statements. The forward-looking statements included in this report are made as of the date hereof or the date specified herein, based on information available to us as of such date. Except as required by law, we assume no obligation to update these forward-looking statements, even if new information becomes available in the future. ii PART I Item 1. Business Overview WideOpenWest Finance, LLC (the ‘‘Company,’’ ‘‘WOW,’’ ‘‘we,’’ ‘‘us,’’ or ‘‘our) is a fully integrated provider of high- speed data (‘‘HSD’’), cable television (‘‘Video’’) and digital telephony (‘‘Telephony’’) services to residential and commercial customers. We manage and operate our broadband cable Midwestern systems in Detroit and Lansing, Michigan; Chicago, Illinois; Cleveland
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