Table of Contents 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, 2019 ☐ 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: 001-38101 WideOpenWest, Inc. (Exact name of registrant as specified in its charter) Delaware 46-0552948 (State or other jurisdiction of incorporation or organization) (IRS Employer 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: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock WOW New York Stock Exchange Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ 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 ☐ 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of June 30, 2019, the aggregate market value of the registrant’s common stock held by non-affiliates of the Registrant was $177.4 million based on the closing price of $7.26 reported on the New York Stock Exchange. As of February 20, 2020, the number of outstanding shares of common stock was of the registrant was 84,163,475. Documents Incorporated By Reference Information required by Part III is incorporated by reference from Registrant’s proxy statement or an amendment to this Annual Report on Form 10-K to be filed by April 29, 2020. Table of Contents WIDEOPENWEST, INC. AND SUBSIDIARIES FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019 TABLE OF CONTENTS Page PART I Item 1: Business 4 Item 1A: Risk Factors 18 Item 1B: Unresolved Staff Comments 36 Item 2: Properties 36 Item 3: Legal Proceedings 36 Item 4: Mine Safety Disclosures 37 PART II Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 38 Item 6: Selected Financial Data 40 Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations 41 Item 7A: Quantitative and Qualitative Disclosures About Market Risk 54 Item 8: Financial Statements and Supplementary Data 54 Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 54 Item 9A: Controls and Procedures 54 Item 9B: Other Information 56 PART III Item 10: Directors, Executive Officers and Corporate Governance 57 Item 11: Executive Compensation 57 Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 57 Item 13: Certain Relationships and Related Transactions, and Director Independence 57 Item 14: Principal Accountant Fees and Services 57 PART IV Item 15: Exhibits and Financial Statement Schedules 58 Item 16: Form 10-K Summary 58 This Annual Report on Form 10-K is for the fiscal year ended December 31, 2019. 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, Inc. and its direct and indirect subsidiaries, unless the context specifies or requires otherwise. 1 Table of Contents Cautionary Statement Regarding Forward-Looking Statements This Annual Report contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical facts included in this Annual Report 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. These statements identify prospective information and can generally be identified by the use of forward-looking terminology, including the terms “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “might,” “should,” “could,” “would,” “project,” “predict,” “potential” or similar expressions or the negative of these terms. The foregoing is not an exclusive list of all forward-looking statements we make. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. The matters referred to in the forward-looking statements contained in this Annual Report may not in fact occur. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward- looking statements include, without limitation, regional, national or global political, economic, business, competitive, market and regulatory conditions and the following: ● the wide range of competition we face; ● competitors that are larger and possess more resources; ● competition for the leisure and entertainment time of audiences; ● whether our edge-out strategy will succeed; ● dependence upon a business services strategy, including our ability to secure new businesses as customers; ● conditions in the economy, including potentially uncertain economic conditions and unemployment levels; ● demand for our broadband communications services may be lower than we expect; ● our ability to respond to rapid technological change, including our ability to develop and deploy new products and technologies; ● increases in programming and retransmission costs; ● the effects of regulatory changes in our business; ● our substantial level of indebtedness; ● certain covenants in our debt documents; ● programming exclusivity in favor of our competitors; ● inability to obtain necessary hardware, software and operational support; ● loss of interconnection agreements; ● failure to receive support from various funds established under federal and state law; ● exposure to credit risk of customers, vendors and third parties; ● strain on business and resources from future acquisitions or joint ventures, or the inability to identify suitable acquisitions; ● potential impairments to our goodwill or franchise operating rights; ● the disruption or failure of our network information systems or technologies as a result of hacking, viruses, outages or natural disasters in one or more of our geographic markets; ● fluctuations in our stock price; ● other risks referenced in the section of this Annual Report entitled “Risk Factors”; ● 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. 2 Table of Contents All forward-looking statements are expressly qualified in their entirety by these cautionary statements. We caution you that the important