##### Table of Contents

##### Index to Financial Statements





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)



|þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2009

or



| ̈ | 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:
000-32647

KNOLOGY, INC.

(Exact name of registrant as specified in its charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|DELAWARE                                                      |  | 58-2424258                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              | 
|KNOLOGY, INC.1241 O.G. SKINNER DRIVEWEST POINT, GEORGIA       |  | 31833                              
|(Address of principal executive offices)                      |  | (Zip Code)                         

Registrants telephone number, including area code: (706) 645-8553

Securities registered pursuant
to Section 12(b) of the Act:



|                              |  |                                     
|----------------------------- |  | ------------------------------------
|Title of Each Class           |  | Name of Exchange on Which Registered
|Common Stock, $0.01 par value |  | The NASDAQ Stock Market, LLC        

Securities registered pursuant to Section 12(g) of the Act:

Options to Purchase Shares of Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  þ

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  þ

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  þ    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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   ̈

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 definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                                              |  |                             
|--------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈                    |  | Accelerated filer  þ        
|Non-accelerated filer   ̈                      |  | Smaller reporting company   ̈
|(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   ̈    No  þ

The aggregate market value of the outstanding common equity held by non-affiliates of the registrant at June 30, 2009, computed by
reference to the closing price for such stock on the NASDAQ Global Market on such date, was approximately $203.7 million.

The
number of shares outstanding of the registrants common stock as of February 28, 2010 was 36,781,623 shares.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrants definitive proxy statement relating to
its 2010 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.









---

##### Table of Contents

##### Index to Financial Statements

TABLE OF CONTENTS



|                                           |  |                                                                                                              |  |     
|------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|                                           |  |                                                                                                              |  | PAGE
|PART I                                     |  |                                                                                                              |  |     
|                                           |  |                                                                                                             
|ITEM 1.                                    |  | BUSINESS                                                                                                     |  | 4   
|ITEM 1A.                                   |  | RISK FACTORS                                                                                                 |  | 20  
|ITEM 1B.                                   |  | UNRESOLVED STAFF COMMENTS                                                                                    |  | 28  
|ITEM 2.                                    |  | PROPERTIES                                                                                                   |  | 28  
|ITEM 3.                                    |  | LEGAL PROCEEDINGS                                                                                            |  | 28  
|ITEM 4.                                    |  | [RESERVED]                                                                                                   |  | 28  
|                                           |  |                                                                                                             
|PART II                                    |  |                                                                                                              |  |     
|                                           |  |                                                                                                             
|ITEM 5.                                    |  | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |  | 29  
|ITEM 6.                                    |  | SELECTED FINANCIAL DATA                                                                                      |  | 31  
|ITEM 7.                                    |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        |  | 32  
|ITEM 7A.                                   |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                   |  | 47  
|ITEM 8.                                    |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                  |  | 49  
|ITEM 9.                                    |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                         |  | 49  
|ITEM 9A.                                   |  | CONTROLS AND PROCEDURES                                                                                      |  | 49  
|ITEM 9B.                                   |  | OTHER INFORMATION                                                                                            |  | 50  
|                                           |  |                                                                                                             
|PART III                                   |  |                                                                                                              |  |     
|                                           |  |                                                                                                             
|ITEM 10.                                   |  | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                       |  | 52  
|ITEM 11.                                   |  | EXECUTIVE COMPENSATION                                                                                       |  | 54  
|ITEM 12.                                   |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS               |  | 54  
|ITEM 13.                                   |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                    |  | 55  
|ITEM 14.                                   |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                       |  | 55  
|                                           |  |                                                                                                             
|PART IV                                    |  |                                                                                                              |  |     
|                                           |  |                                                                                                             
|ITEM 15.                                   |  | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                                   |  | 56  
|                                           | 
|SIGNATURES                                 |  | 63                                                                                                          
|                                           | 
|INDEX TO CONSOLIDATED FINANCIAL STATEMENTS |  | F-1                                                                                                         



2



---

##### Table of Contents

##### Index to Financial Statements

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K for the year ended December 31, 2009 contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 including, specifically, the information under the captions Business and Managements Discussion and Analysis of Financial Condition and Results of Operations, as well as
other places in this annual report. Statements in this annual report that are not historical facts are forward-looking statements. Such forward-looking statements include those relating to:



| |  |  | our anticipated capital expenditures;
| | - |  | -------------------------------------



| |  |  | our anticipated sources of capital and other funding;
| | - |  | -----------------------------------------------------



| |  |  | plans to develop future networks and upgrade facilities;
| | - |  | --------------------------------------------------------



| |  |  | the current and future markets for our services and products;
| | - |  | -------------------------------------------------------------



| |  |  | consumers reactions to current and future general economic conditions;
| | - |  | -----------------------------------------------------------------------



| |  |  | the effects of regulatory changes on our business;
| | - |  | --------------------------------------------------



| |  |  | competitive and technological developments;
| | - |  | -------------------------------------------



| |  |  | possible acquisitions, alliances or dispositions; and
| | - |  | -----------------------------------------------------



| |  |  | projected revenues, liquidity, interest costs and income.
| | - |  | ---------------------------------------------------------

The words estimate, project, intend, expect, believe, may,
could, plan,, will, should and similar expressions are intended to identify forward-looking statements. Wherever they occur in this annual report or in other statements attributable to us,
forward-looking statements are necessarily estimates reflecting our best judgment. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that could cause our
actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The most significant of these
risks, uncertainties and other factors are discussed above. We caution you to carefully consider these risks and those risks and uncertainties listed under the caption Risk Factors in this annual report and not to place undue reliance on
our forward-looking statements. Except as required by law, we assume no responsibility for updating any forward-looking statements.



3



---

##### Table of Contents

##### Index to Financial Statements

PART I

For convenience in this annual report, Knology, we, us, and the Company refer to Knology, Inc. and our consolidated subsidiaries, taken as a whole.



|ITEM 1. | BUSINESS
|------- | --------

We were formed
as a Delaware corporation in September 1998 and began trading publicly on the NASDAQ Global National Market in December 2003. We are a fully integrated provider of video, voice, data and advanced communications services to residential and business
customers in ten markets in the Southeastern United States and two markets in the Midwestern United States. For the year ended December 31, 2009, our revenues were $425.6 million and we had a net loss attributable to common stockholders of
$3.4 million. Video, voice, data and other revenues accounted for approximately 43%, 31%, 23% and 3%, respectively, of our consolidated revenues for the year ended December 31, 2009. We report an aggregate number of connections for video,
voice and data services. For example, a single customer who purchases cable television, local telephone and Internet access services would count as three connections. As of December 31, 2009, we had approximately 693,871 total connections.

We provide our services over our wholly owned, fully upgraded minimum 750 MHz interactive broadband network. As of
December 31, 2009, our network passed approximately 932,834 marketable homes, which are residential and business units passed by our broadband network that are listed in our database and which we do not believe are covered by exclusive
arrangements with other providers of competing services. Our network is designed with sufficient capacity to meet the growing demand for high-speed and high-bandwidth video, voice and data services, as well as the introduction of new communications
services.

We have operating experience in marketing, selling, provisioning, servicing and operating video, voice and data
systems and services. We have delivered a bundled service offering for ten years, and we are supported by a management team with decades of experience operating video, voice and data networks. We provide a full suite of video, voice and data
services in certain markets in Alabama, Florida, Georgia, Iowa, Minnesota, South Carolina, South Dakota and Tennessee, which are in the Southeastern and Midwestern regions of the United States. We offer our bundled service to all of our marketable
passings.

We have built our Company through:



| |  |  | construction and expansion of our broadband network to offer integrated video, voice and data services;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | organic growth of connections through increased penetration of services to new marketable homes and our existing customer base, along with new service
offerings;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | upgrades of acquired networks to introduce expanded broadband services, including bundled voice and data services; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | acquisitions of other broadband systems.
| | - |  | ----------------------------------------

On January 4, 2008, we completed our acquisition of Graceba Total Communications Group, Inc. (Graceba), a voice, video and high-speed Internet broadband services provider in Dothan,
Alabama. Our purchase of Graceba was a strategic acquisition that we believe fits well in our concentrated Southeastern footprint and combines companies with similar business models and philosophies, such as operating in secondary and tertiary
markets, servicing bundled customers, providing solid financial margins and focusing on best in class customer service.

We used the $59.0 million proceeds of our First Amendment to our Amended and Restated Credit Agreement and cash on hand to fund the $75.0 million purchase price. The financial position and results of



4



---

##### Table of Contents

##### Index to Financial Statements

operations for Graceba are included in our consolidated statements since the date of acquisition. The acquisition has been accounted for in accordance with the Accounting Standards Codification
(ASC) Topic 805, Business Combinations.

On November 17, 2009, we completed the acquisition
of Private Cable Co., LLC (PCL Cable), a provider of video, voice and data services to residential and business customers in Athens and Decatur, Alabama for $7.5 million cash. The acquisition was funded with cash on hand.

Website Access to SEC Filings

The Company makes its SEC filings, including its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, available free of charge on the Companys Internet website,
www.knology.com, as soon as reasonably practicable after the reports are electronically filed with or furnished to the SEC.

Our Industry

In recent years, regulatory developments and advances in technology have substantially altered the competitive dynamics of
the communications industry and blurred the lines among traditional video, voice and data providers. The Telecommunications Act of 1996 (the 1996 Act) and its implementation through Federal Communications Commission (FCC) regulation have encouraged
competition in these markets. Advances in technology have made the transmission of video, voice and data on a single platform feasible and economical. Communications providers seek to bundle products to leverage their significant capital
investments, protect market share in their core service offerings from new sources of competition and achieve operating efficiencies by providing more than one service over their networks at lower incremental costs while increasing revenue from the
existing customer base.

Incumbent cable operators are working to expand their core services by offering a bundled package of
services, including the provision of Internet Protocol (IP) based voice services for their customers. Most of the major providers have rolled out or announced plans to roll out Voice over Internet Protocol (VoIP) services. Likewise, incumbent
telephone providers are expanding their services to include the bundled package of services. Many are providing dial-up or Digital Subscriber Line (DSL) Internet access to their customers and some are offering video service via third-party satellite
companies. In addition, some telephone providers are offering video services over their networks.

We believe the future of
the industry will include a broader competitive landscape in which communications providers will offer bundled video, voice and data services and compete with each other based on scope and depth of the service offering, pricing, customer service and
convenience.

Our Strategy

Our goal is to be the leading provider of integrated broadband communications services to residential and business customers in our target markets and to fully leverage the capacity and capability of our
interactive broadband network. The key components of our strategy include:



| |  |  | Focus on offering fully integrated bundles of video, voice and data services. We provide video, voice and data services over our broadband
network and promote the adoption of these services by new and existing customers in bundled offerings. Bundling is central to our operating strategy and provides us with meaningful revenue opportunities, enables us to increase penetration and
operating efficiencies, facilitates customer service, and reduces customer acquisition and installation costs. We believe that offering our customers a bundle of video, voice and data services allows us to maximize the revenue generating capability
of our network, increase revenue per customer, provide greater pricing flexibility and promote customer retention.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



5



---

##### Table of Contents

##### Index to Financial Statements

| |  |  | Leverage our broadband network to provide new services. We built our high-capacity, interactive broadband network with fiber
optics as close to the customer as economically feasible. Our entire network is a minimum of 750MHz, which enables us to provide at least 750 MHz of capacity and two-way capability to all of our homes passed in these markets. We have invested in
advanced technology platforms that support advanced communications services and multiple emerging interactive services such as video-on-demand, subscriber video-on-demand, digital video recorder, high-definition television, hosted IP Centrex
services, SIP trunking, pure fiber services and Gigabit Ethernet services that allow for IP based voice and data services in all of our markets.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Deliver industry-leading customer service.Outstanding customer service is a critical element of our operating philosophy. We deliver
personalized and responsive customer care 24 hours a day, seven days a week through our Augusta, Georgia and Sioux Falls, South Dakota call centers. Through our network operations center (NOC), we monitor and evaluate network performance and quality
of service. Our philosophy is to be proactive in retaining customers rather than reactive, and we strive to resolve service delivery problems prior to the customer becoming aware of them. Because we own our network and actively monitor our digital
services from a centralized location to the customer premises, we have greater control over the quality of the services we deliver to our customers and, as a result, the overall customer experience. We have an enterprise management system that
enhances our service capability by providing us with a single platform for sales, provisioning, customer care, trouble ticketing, credit control, scheduling and dispatch of service calls, as well as providing our customers with a single bill for all
services.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Pursue expansion opportunities. We have a history of acquiring, integrating, upgrading and expanding systems, enabling us to offer bundled
video, voice and data services and increasing our revenue opportunity, penetration and operating efficiency. To augment our organic growth, we will pursue value-enhancing expansion opportunities meeting our target market criteria that allow us to
leverage our experience as a bundled broadband provider and endorse our operating philosophy of delivering profitable growth. These opportunities include acquisitions and fill-in and edge-out expansion in existing markets. We will continue to
evaluate growth opportunities based on targeted return requirements and access to capital.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our Interactive Broadband
Network

Our network is critical to the implementation of our operating strategy, allowing us to offer bundled video, voice
and data services to our customers in an efficient manner and with a high level of service. In addition to providing high capacity and scalability, our network has been specifically engineered to have increased reliability, including features such
as:



| |  |  | redundant fiber routing and use of the Synchronous Optical Network (SONET) protocol which enables the rapid, automatic redirection of network traffic
in the event of a fiber cut;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | back-up power supplies in our network which ensure continuity of our service in the event of a power outage; and
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | network monitoring to the customer premises for all digital video, voice and data services.
| | - |  | -------------------------------------------------------------------------------------------

Technical Overview

Our interactive broadband network consists of fiber-optic cable, coaxial cable and copper wire. Fiber-optic cable is a communications medium that uses hair-thin glass fibers to transmit signals over long
distances with minimum signal loss or distortion. In most of our network, our systems main high capacity fiber-optic cables connect to multiple nodes throughout our network. These nodes are connected to individual homes and buildings by
coaxial cable and are shared by a number of customers, generally 500 homes. We have sufficient fibers in our cables to further subdivide our nodes to 125 homes if growth so dictates. Our network has excellent broadband frequency characteristics and
physical durability, which is conducive to providing video, voice service and data transmission.



6



---

##### Table of Contents

##### Index to Financial Statements

As of December 31, 2009, our network consisted of approximately 13,000 miles of
network, passed approximately 932,834 marketable homes and served approximately 693,871 connections. Our interactive broadband network is designed using redundant fiber-optic cables. Our SONET rings are self-healing, which means that
they provide for the very rapid, automatic redirection of network traffic so that our service will continue even if there is a single point of failure on a fiber ring.

We distribute our bundled services from locations called hub sites, each of which is equipped with a generator and battery back-up power source to allow service to continue during a power outage.
Additionally, individual nodes that are served by hubs are equipped with back-up generators or batteries. Our redundant fiber-optic cables and network powering systems allow us to provide circuit-based voice services consistent with industry
reliability standards for traditional telephone systems.

We monitor our network 24 hours a day, seven days a week from our
NOC in West Point, Georgia. Technicians in each of our service areas schedule and perform installations and repairs and monitor the performance of our interactive broadband network. We actively maintain the quality of our network to minimize service
interruptions and extend the networks operational life.

Video

We offer video services over our network in the same way that other traditional cable companies provide cable TV service. Our network is
designed for an analog and digital two-way interactive transmission with fiber-optic cable carrying signals from the headend to hubs and to distribution points (nodes) within our customers neighborhoods, where the signals are transferred to
our coaxial cable network for delivery to our customers.

Voice

We offer telephone service over our broadband network in much the same way local phone companies provide service. We install a network
interface box outside a customers home or an Embedded Multimedia Terminal Adapter (EMTA) in the home to provide dial tone service. Our network interconnects with those of other local phone companies. We provide long-distance service using
leased facilities from other telecommunications service providers. We have multiple Class 4 and Class 5 full-featured switches located in West Point, Georgia; Huguley and Ashford, Alabama; and Rapid City and Viborg, South Dakota that direct all
of our voice traffic and allow us to provide enhanced custom calling services. We also operate telephone systems in Valley and Ashford, Alabama; West Point, Georgia; and Viborg, South Dakota where we are the rural incumbent telephone companies.

Data

We provide Internet access using high-speed cable modems in much the same way customers receive Internet services over modems linked to the local telephone network. We provide our customers with a high
level of data transfer rates through multiple peering arrangements with tier-one Internet facility providers.

Our Bundled Service Offering

We offer a complete solution of video, voice and data services in all of our markets.

We offer a broad range of service bundles designed to address the varying needs and interests of existing and potential customers. We sell
individual services at prices competitive to those of the incumbent providers, but attractively price additional services from our bundle. Bundling our services enables us to increase penetration, average revenue per customer (ARPC) and operating
efficiencies, facilitate customer service, reduce customer acquisition and installation costs, and increase customer retention.



7



---

##### Table of Contents

##### Index to Financial Statements

Our bundled strategy means that we may deliver more than one service to each customer, and
therefore we report an aggregate number of connections for video, voice and data services. For example, a single customer who purchases video, voice and data services would count as three connections.

Video Services

We offer our customers a full array of video services and programming choices. Customers generally pay initial connection charges and fixed monthly fees for video service.

Our video service offering comprises the following:



| |  |  | Analog Cable Service:All of our video customers receive a package of basic programming, which generally consists of local broadcast television
and local community programming, including public, educational and government access channels. The expanded basic level of programming includes approximately 65 channels of satellite-delivered or non-broadcast channels, such as ESPN, MTV, USA,
CNN, The Discovery Channel, Nickelodeon and various home shopping networks.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Digital Cable Service, HD channels, and Premiums:This digital level of service includes approximately 275 channels of digital programming,
including our expanded basic cable service and approximately 46 music channels. We have introduced new service offerings to strengthen our competitive position and generate additional revenues, including high definition TV, digital video recorder,
video-on-demand and subscription video-on-demand. Video-on-demand permits customers to order movies and other programming on demand with DVD-like functions on a fee-per-viewing basis. Subscription video-on-demand is a similar service that has
specific content available from our premium channel offerings for an incremental charge.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Premium Channels: These channels, such as HBO, Showtime, Starz, Encore and Cinemax, provide commercial-free movies, sports and other special
event entertainment programming and are available at an additional charge above our expanded basic and digital tiers of services.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our platform enables us to provide an attractive service offering of extensive programming as well as interactive services.

Voice Services

Our voice services include local and long-distance
telephone services. Our telephone packages can be customized to include different combinations of the following core services:



| |  |  | local area calling plans;
| | - |  | -------------------------



| |  |  | flat-rate local and long-distance plans;
| | - |  | ----------------------------------------



| |  |  | calling features; and
| | - |  | ---------------------



| |  |  | measured and fixed rate toll packages based on usage.
| | - |  | -----------------------------------------------------

For local service, our customers pay a fixed monthly rate, per month that includes custom and advanced calling features such as call waiting, caller ID, caller ID on TV and voicemail.

Residential Data Services

We offer tiered data services to residential customers that include always-on high-speed connections to the Internet using cable modems. Intronet, a high speed service aimed at first-time or dial-up
Internet users, is offered at a download speed of one megabit per second, which is faster than traditional dial-up but slower than our typical high-speed service, and priced at a discount to our faster products. Our standard Internet product



8



---

##### Table of Contents

##### Index to Financial Statements

provides a targeted download speed of six megabits per second. The Edge product gives customers a higher download connection speed, offered at eight megabits per second. All three product
offerings have been successful in capturing additional market share for us.

Our data packages generally include the
following:



| |  |  | specialized technical support 24 hours a day, seven days a week;
| | - |  | ----------------------------------------------------------------



| |  |  | access to exclusive local content, weather, national news, sports and financial reports;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | value-added features such as e-mail accounts, on-line storage, spam protection and parental controls; and
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | a DOCSIS-compliant modem installed by a trained professional.
| | - |  | -------------------------------------------------------------

Business Voice and Data Services

Our broadband network also supports services to business customers, and accordingly, we have developed a full suite of products for small, medium and large enterprises. We offer the traditional bundled
product offering to these business customers. We also have developed new products to meet the more complex voice and data needs of the larger business sector. We offer pure fiber services, which enable our customers to have T-1 voice services, data
speeds of up to 1 gigabit per second on our fiber network, and office-to-office VLAN services that provide a secure and managed connection between customer locations. We have introduced our Matrix product offering, which can replace customers
aging, low functionality PBX products with an IP Centrex voice and data service that offers more flexible features at a lower cost. In addition, we have a SIP trunking service. It is a direct replacement for traditional telephone service used by
large PBX customers and is delivered over our pure fiber services network and terminated via an Ethernet connection at the customer premise. We serve our business customers from locally based business offices with customer service and network
support 24 hours a day, seven days a week.

Broadband Carrier Services

We use unused capacity on our network to offer wholesale services to other local and long distance telephone companies, Internet service
providers and other integrated services providers, called broadband carrier services. This is additive to our core strategy and we believe our interactive broadband network offers other service providers a reliable and cost competitive alternative
to other telecommunications service providers.

Customer Service

Customer service is an essential element of our operations and marketing strategy, and we believe our quality of service and responsiveness
differentiates us from many of our competitors. A significant number of our employees are dedicated to customer service activities, including:



| |  |  | sales and service upgrades;
| | - |  | ---------------------------



| |  |  | customer activations and provisioning;
| | - |  | --------------------------------------



| |  |  | service issue resolutions; and
| | - |  | ------------------------------



| |  |  | administration of our customer satisfaction programs.
| | - |  | -----------------------------------------------------

We provide customer service 24 hours a day, seven days a week. Our representatives are cross-trained to handle customer service transactions for all of our products and currently exceed the industry
standards for call answer times. We operate two centralized customer service call centers in Augusta, Georgia and Sioux Falls, South Dakota, which handle all customer service transactions. In addition, we provide our business customers with a
centralized Business Customer Care Center that is distinctly dedicated to our business customers 24 hours



9



---

##### Table of Contents

##### Index to Financial Statements

per day, 7 days per week. Also located in Augusta, Georgia, we have found this dedicated facility improves our responsiveness to customer needs and distinguishes our product in the market. We
believe it is a competitive advantage to provide our customers with the convenience of a single point of contact for all customer service issues for our video, voice and data service offerings and is consistent with our bundling strategy.

We monitor our network 24 hours a day, seven days a week. Through our network operations center, we monitor our digital
video, voice and data services to the customer level and our analog video services to the node level. We strive to resolve service delivery problems prior to the customer being aware of any service interruptions.

Sales and Marketing

We
believe that we were the first-to-market service provider of a bundled video, voice and data communications service package in each of our current markets, except the Pinellas market, which we entered via acquisition at the end of 2003. Our sales
and marketing materials emphasize the convenience, savings and improved service that can be obtained by subscribing to our bundled services.

We position ourselves as the local provider of choice in our markets, with a strong local customer interface and community presence, while simultaneously taking advantage of economies of scale from the
centralization of certain marketing functions.

We have a sales staff in each of our markets including managers and direct
sales teams for both residential and business services. Our standard residential team consists of direct sales, front counter sales and local market coordination as well as support personnel. Our business services sales team consists of our account
executives, specialized business installation coordinators and dedicated installation service teams. Our call center sales team handles all inbound and outbound telemarketing sales for residential and business services.

Our sales team is cross-trained on all our products to support our bundling strategy. The sales team is compensated based on new connections
or revenue and is therefore motivated to sell more than one product to each customer. Our marketing and advertising strategy is to target bundled service prospects utilizing a broad mix of media tactics including broadcast television, cross channel
cable spots, radio, newspaper, outdoor space, Internet and direct mail. We have utilized database-marketing techniques to shape our offers, segment and target our prospect base to increase response and reduce acquisition costs.

We have implemented customer relationship management and retention techniques, as well as customer referral tactics, including newsletters
and personalized e-mail communications. These programs are designed to increase loyalty and retention and to vertically integrate our current base of customers.

Pricing for Our Products and Services

We attractively price our
services to promote sales of bundled packages. We offer bundles of two or more services with tiered features and prices to meet the demands of a variety of customers. The bundles significantly reduce the number of plans our sales and call center
personnel handle, simplifying the customers experience and reducing the products supported in the billing system. Product acceptance by new and existing customers has been strong.

We also sell individual services at prices competitive to those of the incumbent providers. An installation fee is charged to new and
reconnected customers. We charge monthly fees for customer premise equipment.



10



---

##### Table of Contents

##### Index to Financial Statements

Programming

We purchase some of our programming directly from the program networks by entering into affiliation agreements with the programming suppliers. We also benefit from our membership with the National Cable
Television Cooperative (NCTC), which enables us to take advantage of volume discounts. As of December 31, 2009, approximately 72% of our programming was sourced from the cooperative, which also handles our contracting and billing arrangements
on this programming.

Markets

Current Markets

As of December 31, 2009, we served the
following markets with our interactive broadband network:



|           |  |          |  |                 |  |                           |  |                                       |  |      |  |     
|---------- |  | -------- |  | --------------- |  | ------------------------- |  | ------------------------------------- |  | ---- |  | ----
|Year Added |  | Source   |  | Market          |  | MarketableHomes12/31/2009 |  | Year Services First OfferedBy Knology
|           |  |          |  | Video           |  | Voice                     |  | Data                                 
|1995       |  | Acquired |  | Montgomery, AL  |  | 95,026                    |  | 1995                                  |  | 1997 |  | 1997
|1995       |  | Acquired |  | Columbus, GA    |  | 74,363                    |  | 1995                                  |  | 1998 |  | 1998
|1997       |  | Acquired |  | Panama City, FL |  | 66,430                    |  | 1997                                  |  | 1998 |  | 1998
|1998       |  | Acquired |  | Huntsville, AL  |  | 89,756                    |  | 1998                                  |  | 1999 |  | 1999
|1998       |  | Built    |  | Charleston, SC  |  | 72,682                    |  | 1998                                  |  | 1998 |  | 1998
|1998       |  | Built    |  | Augusta, GA     |  | 58,001                    |  | 1998                                  |  | 1998 |  | 1998
|1999       |  | Acquired |  | West Point, GA  |  | 14,381                    |  | 1999                                  |  | 1999 |  | 1999
|2000       |  | Built    |  | Knoxville, TN   |  | 43,165                    |  | 2001                                  |  | 2001 |  | 2001
|2003       |  | Acquired |  | Pinellas, FL    |  | 276,924                   |  | 2003                                  |  | 2004 |  | 2003
|2007       |  | Acquired |  | Rapid City, SD  |  | 52,242                    |  | 2007                                  |  | 2007 |  | 2007
|2007       |  | Acquired |  | Sioux Falls, SD |  | 67,072                    |  | 2007                                  |  | 2007 |  | 2007
|2008       |  | Acquired |  | Dothan, AL      |  | 22,792                    |  | 2008                                  |  | 2008 |  | 2008

New Markets

We plan to evaluate expansion of our operations to other markets that have the critical mass, market conditions,
demographics and geographical location consistent with our business strategy. We will evaluate target cities that have the following characteristics, among others:



| |  |  | targeted return requirements;
| | - |  | -----------------------------



| |  |  | an average of at least 70 homes per mile;
| | - |  | -----------------------------------------



| |  |  | competitive dynamics that allow us to be the leading provider of integrated video, voice and data services; and
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | conditions that will afford us the opportunity to capture a substantial number of customers.
| | - |  | --------------------------------------------------------------------------------------------

Competition

We have at
least one competitor in each market. Our competition comes from a variety of communications companies because of the broad number of video, voice and data services we offer. Competition is based on service, content, reliability, bundling, value and
convenience. Virtually all markets for video, voice and data services are extremely competitive, and we expect that competition will intensify in the future. Our competitors are often larger, better-financed companies with greater access to capital
resources. These incumbents presently have numerous advantages as a result of their historic monopolistic control of their respective markets, brand recognition, economies of scale and scope and control of limited conduit relationships.



11



---

##### Table of Contents

##### Index to Financial Statements

Video Services

Cable television providers. Cable television systems are operated under non-exclusive franchises granted by local authorities, which
may result in more than one cable operator providing video services in a particular market. Other cable television operations exist in each of our current markets and many of those operations have long-standing customer relationships with the
residents in those markets. Our competitors currently include Bright House Networks (Bright House), Charter Communications, Inc. (Charter), Comcast Corporation (Comcast), Mediacom Communication Corporation (Mediacom), Midcontinent Communications
(Midco) and Time Warner Cable, Inc. (Time Warner). We also encounter competition from direct broadcast satellite systems, including Direct TV, Inc. (DirecTV) and Echostar Communications Corporation (Dish Networks) that transmit signals to small dish
antennas owned by the end-user.

Competition from direct broadcast satellites could become significant as developments in
technology increase satellite transmitter power and decrease the cost and size of equipment. Additionally, providers of direct broadcast satellites are not required to obtain local franchises or pay franchise fees. The Intellectual Property and
Communications Omnibus Reform Act of 1999 permits satellite carriers to carry local television broadcast stations and is expected to enhance satellite carriers ability to compete with us for customers. As a result, we expect competition from
these companies to increase.

Other television providers. Cable television distributors may, in some markets, compete
for customers with other video programming distributors and other providers of entertainment, news and information. Alternative methods of distributing the same or similar video programming offered by cable television systems exist. Congress and the
FCC have encouraged these alternative methods and technologies in order to offer services in direct competition with existing cable systems. These competitors include local telephone companies and Internet content providers.

We compete with systems that provide multichannel program services directly to hotel, motel, apartment, condominium and other multiunit
complexes through a satellite master antennaa single satellite dish for an entire building or complex. These systems are generally free of any regulation by state and local governmental authorities. Pursuant to the 1996 Act, these systems,
called satellite master antenna television systems, are not commonly owned or managed and do not cross public rights-of-way and, therefore, do not need a franchise to operate.

The 1996 Act eliminated many restrictions on local telephone companies offering video programming and we may face increased competition from
those companies. Several major local telephone companies, including AT&T Inc. (AT&T, CenturyTel, Inc. (CenturyTel), Qwest Communications (Qwest) and Verizon Communications Inc. (Verizon), started to provide video services to homes.

In addition to other factors, we compete with these companies using programming content, including the number of channels and
the availability of local programming. We obtain our programming by entering into contracts or arrangements with video programming suppliers. A programming supplier may enter into an exclusive arrangement with one of our video competitors, creating
a competitive disadvantage for us by restricting our access to programming.

Voice Services

In providing local and long-distance voice services, we compete with the incumbent local phone company, various long-distance providers and
VoIP telephone providers in each of our markets. AT&T, CenturyTel, Qwest and Verizon are the incumbent local phone companies in our current markets and are particularly strong competitors. We also compete with a number of providers of
long-distance telephone services, such as AT&T, CenturyTel (which acquired Embarq Communications in 2009) and Verizon. In addition, we compete with a variety of smaller, more regional, competitors that lease network components from AT&T,
CenturyTel, Qwest or Verizon and focus on the commercial segment of our markets.



12



---

##### Table of Contents

##### Index to Financial Statements

We expect to continue to face intense competition in providing our telephone and related
telecommunications services. The 1996 Act allows service providers to enter markets that were previously closed to them. Incumbent local exchange carriers (ILECs) are no longer protected from significant competition in local service markets.

We are anticipating an increase in the deployment of VoIP telephone services. Following years of development, VoIP has been
deployed by a variety of service providers including the other Multiple System Operators (MSOs) that we compete against and independent service providers such as Vonage Holding Corporation. Unlike circuit switched technology, this technology does
not require ownership of the last mile and eliminates the need to rent the last mile from the Regional Bell Operating Companies (RBOCs). VoIP is essentially a data service and can be more feature-rich than traditional circuit-switched telephone
service. The VoIP providers have differing levels of success based on their brand recognition, financial support, technical abilities, and legal and regulatory decisions.

Wireless telephone service is viewed by some consumers as a supplement to, and sometimes a replacement for, traditional telephone service. Wireless service is priced on a flat-rate or usage-sensitive
basis and rates are decreasing quarterly. We expect there to be more competition between providers of wireless and traditional telephone service in the future.

Data Services

Competition for data services is rapidly growing in
each of our markets, coming from cable television companies, ILECs that provide dial-up and DSL services, and satellite and other wireless Internet access services. Some of our competitors benefit from greater experience, resources, marketing
capabilities and name recognition. The incumbent cable television company in each of our markets currently offers high-speed Internet access services for both residential and business customers. The data offerings from the competitors include a
range of services from DSL to gigabit Ethernet.

A large number of companies provide businesses and individuals with Internet
access and a variety of supporting services. These companies can offer services over traditional telephone networks or broadband data networks. Our services are offered via pure and hybrid fiber network connections. Additional services include spam
filtering, email, private web space, online storage, customizable news and entertainment content.

Bundled Services

Most of our competitors have deployed their own versions of the triple-play bundle in our markets. Comcast, Charter,
Bright House, Mediacom, Midco and other MSOs have launched VoIP and thereby enabled their third service offering.

AT&T,
CenturyTel, Qwest and Verizon initiated agreements/partnerships with satellite providers enabling their third service offering, video. AT&T (U-Verse), CenturyTel and Verizon (FiOS) have begun to provide video via their broadband networks. Thus
far, only Verizon (FiOS) has deployed broadband video in one of our markets (a portion of Pinellas).

Knology believes that
its emphasis on customer service must continue to be a strategic initiative, and the additional focus on technology and deploying broadband data applications is the way to retain and attract customers.

Legislation and Regulation

We operate in highly regulated industries and both our cable television and telecommunications voice services are subject to regulation at the federal, state and local levels. Our Internet services are subject to more



13



---

##### Table of Contents

##### Index to Financial Statements

limited regulation. The following is a summary of laws and regulations affecting the growth and operation of the cable television and telecommunications industries. It does not purport to be a
complete summary of all present and proposed legislation and regulations pertaining to our operations.

Regulation of
Cable Services

The FCC, the principal federal regulatory agency with jurisdiction over cable television, has
promulgated regulations covering many aspects of cable television operations. The FCC may enforce its regulations through the imposition of fines, the issuance of cease and desist orders and/or the imposition of other administrative sanctions. A
brief summary of certain key federal regulations follows.

Rate regulation. The Cable Television Consumer Protection
and Competition Act of 1992 (the 1992 Cable Act) authorized rate regulation for certain cable services and equipment. It also eliminated oversight by the FCC and local franchising authorities of all but the basic service tier. Cable service rate
regulation does not apply where a cable operator demonstrates to the FCC that it is subject to effective competition in the community. We are not currently subject to rate regulation in any of our markets.

Program access. To promote competition between incumbent cable operators and independent cable programmers, the 1992 Cable Act placed
restrictions on dealings between cable programmers and cable operators. Satellite video programmers affiliated with cable operators are prohibited from favoring those cable operators over competing distributors of multichannel video programming,
such as satellite television operators and competitive cable operators such as us. The existing ban on these exclusive contracts will remain in place until October 5, 2012.

The Communications Act of 1934, as amended (the Communications Act) requires cable systems with 36 or more channels must make available a
portion of their channel capacity for commercial leased access by third parties to facilitate competitive programming efforts. We have not been subject to many requests for carriage under the leased access rules. However, the FCC has modified the
way that cable operators must calculate their rates for such access. It is possible that, unless this change is reversed on appeal, there may be more carriage requests in the future. We cannot assure that we would be able to recover our costs under
the new methodology or that the use of our network capacity for such carriage would not materially impact our ability to compete effectively in our markets.

Carriage of broadcast television signals. The 1992 Cable Act established broadcast signal carriage requirements that allow local commercial television broadcast stations to elect every three years
whether to require the cable system to carry the station (must-carry) or whether to require the cable system to negotiate for consent to carry the station (retransmission consent). The most recent election by broadcasters became
effective on January 1, 2009. For local, non-commercial stations, cable systems are subject to limited must-carry obligations but are not required to renegotiate for retransmission consent. We now carry most stations pursuant to retransmission
consent agreements and pay fees for such consents or have agreed to carry additional services. We carry other stations pursuant to must-carry elections.

All cable television systems must file a registration statement with the FCC and periodically file various informational reports with the FCC. Cable operators that operate in certain frequency bands,
including us, are required on an annual basis to file the results of their periodic cumulative leakage testing measurements. Operators that fail to make this filing or who exceed certain leakage indices risk sanctions including being prohibited from
operating in those frequency bands.

Franchise authority. Cable television systems operate pursuant to franchises
issued by franchising authorities (which are the states, cities, counties or political subdivisions in which a cable operator provides cable service). Franchising authority is premised upon the cable operators facilities crossing the public
rights-of-way. Franchises must be nonexclusive. The terms of franchises, while variable, typically include requirements



14



---

##### Table of Contents

##### Index to Financial Statements

concerning service rates, franchise fees, construction timelines, mandated service areas, customer service standards, technical requirements, public, educational and government access channels,
and channel capacity. Franchises often may be terminated, or penalties may be assessed, if the franchised cable operator fails to adhere to the conditions of the franchise. Although largely discretionary, the exercise of state and local franchise
authority is limited by federal statutes and regulations adopted pursuant thereto. We believe that the conditions in our franchises are fairly typical for the industry. Our franchises generally provide for the payment of fees of 5% of cable service
revenues.

On December 20, 2006, the FCC established rules and provided guidance pursuant to the Communications Act,
prohibiting local franchising authorities from unreasonably refusing to award competitive franchises for the provision of cable services. In order to eliminate the unreasonable barriers to entry into the cable market, and to encourage investment in
broadband facilities, the FCC preempted local laws, regulations, and requirements, including local level-playing-field provisions, to the extent they impose greater restrictions on market entry than those adopted under the order. This order benefits
us by facilitating our provision of cable service in a more expeditious manner subject to fewer requirements imposed by local franchising authorities.

Many state legislatures have enacted legislation streamlining the franchising process, including having the state, instead of local governments, issue franchises. Of particular relevance to Knology,
states with new laws include Florida, Georgia, Iowa, South Carolina and Tennessee. These laws enable Knology to expand its operations more rapidly and with fewer government-imposed obligations. At the same time, they enable easier entry by
other providers into Knologys service territories.

Franchise renewal. Franchise renewal, or approval for the
sale or transfer of a franchise, may involve the imposition of additional requirements not present in the initial franchise and although franchise renewal is not guaranteed, federal law imposes certain standards to prohibit the arbitrary denial of
franchise renewal. Our franchises generally have 10 to 15 year terms, and we expect our franchises to be renewed by the relevant franchising authority. The 2006 FCC order discussed in the Franchise authority section above reduces
the potential for unreasonable conditions being imposed during renewal.

Pole attachments. The 1996 Act requires all
local telephone companies and electric utilities, except those owned by municipalities and co-operatives, to provide cable operators and telecommunications carriers (with the exception of ILECs) with nondiscriminatory access to poles, ducts, conduit
and rights-of-way at just and reasonable rates, except where states have certified to the FCC that they regulate pole access and pole attachment rates. The right to access is beneficial to facilities-based providers such as us. Federal law also
establishes principles to govern the pricing of and terms of such access. Currently, 19 states plus the District of Columbia have certified to the FCC, leaving pole attachment matters to be regulated by those states. Of the states in which we
operate, none has certified to the FCC. The FCC has clarified that the provision of Internet services by a cable operator does not affect the agencys jurisdiction over pole attachments by that cable operator, nor does it affect the rate
formula otherwise applicable to the cable operator.

Internet service. The FCC has rejected requests by some Internet
service providers to require cable operators to provide unaffiliated Internet service providers with direct access to the operators broadband facilities. Although the FCC has indicated a clear preference for minimizing regulation of broadband
services, future regulation of cable modem service by federal, state or local government entities remains possible. The future regulation of cable modem service could have a material adverse effect on our business, results of operations and
financial condition. See also Regulation of Telecommunications ServicesRegulatory treatment of cable modem service below.

Tier buy-through. The tier buy-through prohibition of the 1992 Cable Act generally prohibits cable operators from requiring subscribers to purchase a particular service tier, other than the basic
service tier, in order to obtain access to video programming offered on a per-channel or per-program basis. In general, a cable television operator has the right to select the channels and services that are available on its cable system. With the



15



---

##### Table of Contents

##### Index to Financial Statements

exception of certain channels, such as local broadcast television channels, that are required to be carried by federal law as part of the basic tier, as discussed above, the cable operator has
broad discretion in choosing the channels that will be available and how those channels will be packaged and marketed to subscribers. In order to maximize the number of subscribers, the cable operator selects channels that are likely to appeal to a
broad spectrum of viewers. If the Congress or the FCC were to place more stringent requirements on how we package our services, it could have an adverse effect on our profitability.

Potential regulatory changes. The regulation of cable television systems at the federal, state and local levels is subject to the
political process and has seen constant change over the past decade. Material additional changes in the law and regulatory requirements, both those described above and others such as the regulatory fees we pay the FCC as a cable operator and
wireless licensee, must be anticipated in the future, even if what those changes will be cannot be ascertained with any certainty at this time. Our business could be adversely affected by future regulations.

Regulation of Telecommunication Services

Our telecommunications services are subject to varying degrees of federal, state and local regulation. Pursuant to the Communications Act, as amended by the 1996 Act, the FCC generally exercises
jurisdiction over the facilities of, and the services offered by, telecommunications carriers that provide interstate or international communications services. Barring federal preemption, state regulatory authorities retain jurisdiction over the
same facilities to the extent that they are used to provide intrastate communications services, as well as facilities solely used to provide intrastate services. Local regulation is largely limited to management of the occupation and use of county
or municipal public rights-of-way. Various international authorities may also seek to regulate the provision of certain services.

Regulation of Local Exchange Operations

Our four ILEC subsidiaries are regulated by both federal and
state agencies. Our interstate products and services and the regulated earnings are subject to federal regulation by the FCC and our local and intrastate products and services and the regulated earnings are subject to regulation by state Public
Service Commissions (PSCs). The FCC has principal jurisdiction over matters including, but not limited to, interstate switched and special access rates. It also regulates the rates that ILECs may charge for the use of their local networks in
originating or terminating interstate and international transmissions. The PSCs have jurisdiction over matters including local service rates, intrastate access rates and the quality of service.

The Communications Act places certain obligations, including those described below, on ILECs to open their networks to competitive access as
well as heightened interconnection obligations and a duty to make their services available to resellers at a wholesale discount rate. The following are certain obligations that the Communications Act and the 1996 Act place on ILECs, which gives us
important rights to connect with the networks of ILECs in areas where we operate:



| |  |  | Interconnection. Preempts laws that prohibit competition for local telephone services, establishes requirements and standards for local network
interconnection, unbundling of network elements, and resale and requires ILECs to enter into mutual compensation arrangements with competing local exchange carriers (CLECs) for transport and termination of local calls on each others networks.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Reciprocal Compensation. Requires all ILECs and CLECs to complete calls originated by competing local exchange carriers under reciprocal
arrangements at prices set by the FCC, public utilities commissions or at negotiated prices.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Collacation of Equipment. Allows CLECs to install and maintain their own network equipment in ILEC central offices.
| | - |  | -------------------------------------------------------------------------------------------------------------------



16



---

##### Table of Contents

##### Index to Financial Statements

| |  |  | Number Portability. Requires all providers of telecommunications services, as well as providers of interconnected VoIP service, to permit users
of telecommunications services to retain existing telephone numbers without impairment of quality, reliability or convenience when switching from one telecommunications provider to another. Although number portability generally benefits our CLEC
operations, it represents a burden to Valley Telephone, Knology of the Valley, Inc., Knology Community Telephone and Knology Total Communications.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Dialing Parity. Requires ILECs and CLECs to establish dialing parity so that all customers must dial the same number of digits to place the same
type of call.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Access to Rights-of-Way. Requires ILECs to permit competing carriers access to poles, ducts, conduits and rights-of-way at regulated prices.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------

We have state-PSC approved local interconnection agreements with AT&T , CenturyTel (which acquired
Embarq Communications in 2009), Qwest, and Verizon for, among other things, the transport and termination of local telephone traffic. These arrangements are subject to changes as a result of changes in laws and regulations, and there is no guarantee
that the rates and terms concerning our interconnection arrangements with incumbent local carriers under which we operate today will be available in the future.

Inter-Carrier Compensation

Our ILEC subsidiaries currently receive
compensation from other telecommunications providers, including long distance companies, for origination and termination of interexchange traffic through network access charges that are established in accordance with state and federal laws.
Accordingly, we benefit from the receipt of intrastate and interstate long distance traffic. The FCC and many PSCs are considering proposals to substantially reduce both access charges and reciprocal compensation payments. Also, recent federal court
decisions have called into question whether access charges apply to traffic originating or terminating as VoIP traffic. See also Regulatory treatment of VoIP services below. Revenue arising out of inter-carrier compensation could be at
risk as these proposals and decisions are implemented.

Regulatory treatment of VoIP services.

Currently, the FCC and state regulators do not treat most IP-enabled services, including those offering real time voice transmissions, as
regulated telecommunications services. A number of providers are using VoIP to compete with our voice services, and some providers using VoIP may be avoiding certain regulatory burdens or access charges for interexchange services that might
otherwise be due if such voice over IP offerings were subject to regulation. However, in March 2004, the FCC initiated a rulemaking proceeding to examine issues relating to IP-enabled services, including VoIP services. Although we cannot predict
when or if the FCC will issue a final decision in this proceeding, the FCC has issued subsequent decisions that address on a piecemeal basis certain issues identified in the rulemaking. It is not clear whether future decisions from the FCC will
clarify the extent to which it intends to assert exclusive jurisdiction over VoIP and other IP-enabled services. The FCC currently has before it a series of petitions for declaratory rulings requesting clarification on which parties are
interexchange carriers for purposes of access charge liability on any IP-enabled traffic subject to access charges, whether interexchange carriers not directly connected to local exchange carriers (LECs) can be subject to access charges,
and whether intermediate, terminating LECs can rely on certification by their customers that traffic is enhanced services traffic in making decisions regarding the routing of an intercarrier compensation for access traffic and other issues. (See
also Forbearance and other relief to dominant carriers below) Decisions and regulations adopted in these and other similar proceedings could lead to an increase in the costs of VoIP providers if they become subject to additional
regulation, and may change the compensation structure for IP-enabled services. At this time, we are unable to predict the impact, if any, that additional regulatory action on these issues will have on our business. Other aspects of VoIP and Internet
telephony services, such as regulations relating to the confidentiality of data and communications, copyright issues, taxation of services, cooperation with law enforcement, licensing and 911 emergency access, may be subject to federal or state
regulation.



17



---

##### Table of Contents

##### Index to Financial Statements

Forbearance and other relief to dominant carriers.

The 1996 Act permits the FCC to forbear from requiring telecommunications carriers to comply with certain regulations if certain conditions
that make the regulations unnecessary are present. Future reduction or elimination of federal regulatory requirements could free us from regulatory burdens, but also might increase the relative flexibility of our major competitors. As a result of
grants of forbearance, our costs (and those of our competitors) of purchasing broadband services from carriers could increase significantly, as the rates, terms and conditions offered in non-tariffed commercial agreements may become less
favorable and we may not be able to purchase services from alternative vendors. Changes to the rates, terms and conditions under which we purchase broadband services may increase our costs and, thus, may have a material adverse effect on our
business, results of operations, and financial condition.

Regulatory treatment of cable modem services.

The FCC classifies cable modem services that do not contain a separate telecommunications service offering as
information services. As a result, cable modem providers are not required to comply with common carrier telecommunications obligations. However, the FCC could decide to apply common carrier-like obligations using its authority under the
Communications Act. However, we have offered, and will likely continue to offer, access to our network on a wholesale basis. Notwithstanding the determination that cable modem services are information services, the FCC could decide to
impose certain common carrier obligations on providers of cable modem service. Currently, the FCC has an open proceeding to determine whether to impose universal service contribution obligations and other consumer oriented regulations, as well as
local franchise and right-of-way requirements. If imposed, these obligations and requirements would likely increase the costs of providing cable modem service.

Access to, and competition in, multiple tenant properties by and among telecommunications carriers.

The FCC has prohibited telecommunications carriers from entering into exclusive access agreements with building owners or managers in both commercial and residential multi-tenant environments. The
FCC has also adopted rules requiring utilities (including LECs) to provide telecommunications carriers (and cable operators) with reasonable and non-discriminatory access to utility-owned or controlled conduits and rights-of-way in all multiple
tenant environments (e.g., apartment buildings, office buildings, campuses, etc.) in those states where the state government has not certified to the FCC that it regulates utility pole attachments and rights-of-way matters. These requirements may
facilitate our access (as well as the access of competitors) to customers in multi-tenant environments, at least with regard to our provision of telecommunications services.

Customer proprietary network information.

FCC rules protect the privacy of certain information about customers that communications carriers, including us, acquire in the course of
providing communications services. Such protected information, known as Customer Proprietary Network Information (CPNI), includes information related to the quantity, technological configuration, type, destination and the amount of use of a
communications service. Certain states have also adopted state-specific CPNI rules. The FCCs rules require carriers to implement policies to notify customers of their rights, take reasonable precautions to protect CPNI, notify law enforcement
agencies if a breach of CPNI occurs, and file a certification with the FCC stating that its policies and procedures ensure compliance. We filed our most recent compliance certificate with the FCC on February 27, 2009, stating that we use our
subscribers CPNI in accordance with applicable regulatory requirements. However, if a federal or state regulatory body determines that we have implemented the FCCs requirements incorrectly, we could be subject to fines or penalties.
Additionally, the FCC is considering whether additional security measures should be adopted to prevent the unauthorized disclosure of sensitive customer information held by telecommunications companies.



18



---

##### Table of Contents

##### Index to Financial Statements

Taxes and regulatory fees.

We are subject to numerous local, state and federal taxes and regulatory fees, including but not limited to FCC regulatory fees and public
utility commission regulatory fees. We have procedures in place to ensure that we properly collect taxes and fees from our customers and remit such taxes and fees to the appropriate entity pursuant to applicable law and/or regulation. If our
collection procedures prove to be insufficient or if a taxing or regulatory authority determines that our remittances were inadequate, we could be required to make additional payments, which could have a material adverse effect on our business.

Environmental Regulation

We are subject to a variety of federal, state, and local environmental, safety and health laws, and regulations governing matters such as the generation, storage, handling, use, and transportation of
hazardous materials, the emission and discharge of hazardous materials into the atmosphere, the emission of electromagnetic radiation, the protection of wetlands, historic sites, and endangered species and the health and safety of employees. We also
may be subject to laws requiring the investigation and cleanup of contamination at sites we own or operate or at third-party waste disposal sites. Such laws often impose liability even if the owner or operator did not know of, or was not responsible
for, the contamination. We operate several sites in connection with our operations. Our switch site and some customer premise locations are equipped with back-up power sources in the event of an electrical failure. Each of our switch site locations
has battery and diesel fuel powered backup generators, and we use batteries to back-up some of our customer premise equipment. We believe that we currently are in compliance with the relevant federal, state, and local requirements in all material
respects, and we are not aware of any liability or alleged liability at any operated sites or third-party waste disposal sites that would be expected to have a material adverse effect on us.

Franchises

As described
above, cable television systems and local telephone systems generally are constructed and operated under the authority of nonexclusive franchises, granted by local and/or state governmental authorities. Franchises typically contain many conditions,
such as time limitations on commencement and completion of system construction, customer service standards including number of channels, the provision of free service to schools and certain other public institutions and the maintenance of insurance
and indemnity bonds. As of December 31, 2009, Knology held approximately 82 cable franchises. We are currently in the process of renegotiating one of our existing franchises in Huntsville, Alabama.

Local regulation of cable television operations and franchising matters is currently subject to federal regulation under the Communications
Act and the corresponding regulations of the FCC. As discussed in the Legislation and Regulation section above, the FCC has taken recent steps toward streamlining the franchising process. See Legislation and
RegulationRegulation of Cable Services above.

Prior to the scheduled expiration of most franchises, we may
initiate renewal proceedings with the relevant franchising authorities. The Cable Communications Policy Act of 1984 provides for an orderly franchise renewal process in which the franchising authorities may not unreasonably deny renewals. If a
renewal is withheld and the franchising authority takes over operation of the affected cable system or awards the franchise to another party, the franchising authority must pay the cable operator the fair market value of the system. The
Cable Communications Policy Act of 1984 also established comprehensive renewal procedures requiring that the renewal application be evaluated on its own merit and not as part of a comparative process with other proposals.

Employees

At
December 31, 2009 we had 1,642 full-time employees. We consider our relations with our employees to be good, and we structure our compensation and benefit plans in order to attract and retain high-caliber



19



---

##### Table of Contents

##### Index to Financial Statements

personnel. We will need to recruit additional employees in order to implement our expansion plan, including general managers for each new city and additional personnel for installation, sales,
customer service and network construction. We recruit from several major industries for employees with skills in video, voice and data technologies.

Executive Officers of the Registrant

Information regarding our executive officers is included in Item 10
of this annual report and incorporated herein by reference.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

Risks Related to Our
Business

We have a history of net losses and may not be profitable in the future.

As of December 31, 2009, we had an accumulated deficit of $626.4 million. Our ability to generate profits will depend in large part
on our ability to increase our revenues to offset the costs of operating our network and providing services. If we cannot achieve and maintain operating profitability or positive cash flow from operating activities, our business, financial condition
and operating results will be adversely affected.

Failure to obtain additional funding may limit our ability to expand our business.

As of December 31, 2009, we had working capital of $26.0 million. If we expand our build out in existing or new
markets, it will have to be funded by cash flow from operations or from additional financings. Because of our substantial indebtedness and potential adverse changes in the capital markets, our ability to raise additional capital on a timely basis
and with acceptable terms or at all is uncertain, and our ability to make distributions or payments is subject to availability of funds and restrictions under our debt instruments and under applicable law. See Item 7. Managements
Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources.

Our substantial
indebtedness may adversely affect our cash flows, future financing and flexibility.

As of December 31, 2009, we had
approximately $610.5 million of outstanding indebtedness, including accrued interest, and our stockholders deficit was $33.9 million. We pay interest in cash on our credit facilities. Our level of indebtedness could adversely affect our
business in a number of ways, including:



| |  |  | we may have to dedicate a significant amount of our available funding and cash flow from operating activities to the payment of interest and the
repayment of principal on outstanding indebtedness;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | depending on the levels of our outstanding debt and the terms of our debt agreements, we may have trouble obtaining future financing for working
capital, capital expenditures, general corporate and other purposes, especially given the current volatility and disruption in the capital and credit markets and the deterioration of general economic conditions;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | high levels of indebtedness may limit our flexibility in planning for or reacting to changes in our business; and
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | increases in our outstanding indebtedness and leverage will make us more vulnerable to adverse changes in general economic and industry conditions, as
well as to competitive pressure.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We may not be able to make future principal and interest payments on our indebtedness.

We currently generate sufficient cash flow from operating activities to service our indebtedness. However, our ability to
make future principal and interest payments on our debt depends upon our future performance, which is subject to general economic conditions, industry cycles and financial, business and other factors



20



---

##### Table of Contents

##### Index to Financial Statements

affecting our operations, many of which are beyond our control. It is difficult to assess the impact that the general economic downturn and recent turmoil in the capital and credit markets will
have on future operations and financial results. We believe that the general economic downturn could result in reduced spending by customers and advertisers, which could reduce our revenues and our cash flows from operating activities from those
that otherwise would have been generated. If we cannot grow and generate sufficient cash flow from operating activities to service our debt payments, we may be required, among other things to:



| |  |  | seek additional financing in the debt or equity markets;
| | - |  | --------------------------------------------------------



| |  |  | refinance or restructure all or a portion of our debt;
| | - |  | ------------------------------------------------------



| |  |  | sell selected assets; or
| | - |  | ------------------------



| |  |  | reduce or delay planned capital expenditures.
| | - |  | ---------------------------------------------

These measures may not be sufficient to enable us to service our debt. In addition, any such financing, refinancing or sale of assets may not be available on commercially reasonable terms, or at all,
especially given the recent volatility and disruption in the capital and credit markets and the deterioration of general economic conditions in the United States.

Restrictions on our business imposed by our debt agreements could limit our growth or activities.

Our credit agreements place operating and financial restrictions on us and our subsidiaries. These restrictions affect, and any restrictions created by future financings will affect, our and our
subsidiaries ability to, among other things:



| |  |  | incur additional debt;
| | - |  | ----------------------



| |  |  | create or incur liens on our assets;
| | - |  | ------------------------------------



| |  |  | make certain investments;
| | - |  | -------------------------



| |  |  | use the proceeds from the sale of assets;
| | - |  | -----------------------------------------



| |  |  | pay cash dividends on or redeem or repurchase our capital stock;
| | - |  | ----------------------------------------------------------------



| |  |  | utilize excess liquidity except for debt reduction;
| | - |  | ---------------------------------------------------



| |  |  | engage in potential mergers and acquisitions, sale/leaseback transactions or other fundamental changes in the nature of our business; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | make capital expenditures.
| | - |  | --------------------------

In addition, our credit facilities require us to maintain specified financial ratios, such as debt to EBITDA (earnings before income, taxes, depreciation and amortization) and EBITDA to cash interest.
These limitations may affect our ability to finance our future operations or to engage in other business activities that may be in our interest. If we violate any of these restrictions or any restrictions created by future financings, we could be in
default under our agreements and be required to repay our debt immediately rather than at scheduled maturity.

Weakening economic
conditions may have a negative impact on our results of operations and financial condition.

During 2009, the global
financial markets were in turmoil, and the equity and credit markets experienced extreme volatility, which caused already weak economic conditions to worsen. A substantial portion of our revenue comes from residential customers whose spending
patterns may be affected by prevailing economic conditions. To the extent these conditions continue, customers may reduce the advanced or premium services to which they subscribe, or may discontinue subscribing to one or more of our video, voice or
data services. This risk may be worsened by the expanded availability of free or lower cost competitive services, such as video



21



---

##### Table of Contents

##### Index to Financial Statements

streaming over the Internet, or substitute services, such as wireless phones. If these economic conditions continue to deteriorate, the growth of our business and results of operations may be
adversely affected.

The soundness of financial institutions could adversely affect us.

Our ability to borrow under our credit facilities and to engage in other routine funding transactions could be adversely affected by the
actions and commercial soundness of financial services institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to different counterparties, and we execute
transactions with counterparties in the financial services industry, including commercial banks, investment banks and other financial institutions. Defaults by, or even rumors or questions about one or more financial services institutions, or the
financial services industry generally, have led to market-wide liquidity problems and could affect our liquidity or lead to losses or defaults by us.

Our exposure to the credit risks of our customers, vendors and third parties could adversely affect our cash flow, results of operations and financial condition.

We are exposed to risks associated with the potential financial instability of our customers, many of whom may be adversely affected by the
general economic downturn. Dramatic declines in the housing market over the past year, including falling home prices and increasing foreclosures, together with significant increases in unemployment, have severely affected consumer confidence and may
cause increased delinquencies or cancellations by our customers or lead to unfavorable changes in the mix of products purchased. The general economic downturn also may affect advertising sales, as companies seek to reduce expenditures and conserve
cash. Any of these events may adversely affect our cash flow, results of operations and financial condition.

In addition, we
are susceptible to risks associated with the potential financial instability of the vendors and third parties on which we rely to provide products and services or to which we delegate certain functions. The same economic conditions that may affect
our customers, as well as volatility and disruption in the capital and credit markets, also could adversely affect vendors and third parties and lead to significant increases in prices, reduction in output or the bankruptcy of our vendors or third
parties upon which we rely. Any interruption in the services provided by our vendors or by third parties could adversely affect our cash flow, results of operation and financial condition.

We may not be able to integrate acquired businesses successfully.

Our future growth and profitability will depend in part on the success of integrating acquired operations into our operations. Our ability to successfully integrate such operations will depend on a number
of factors, including our ability to devote adequate personnel to the integration process while still managing our current operations effectively. We may experience difficulties in integrating the acquired businesses, which could increase our costs
or adversely impact our ability to operate our business.

Future acquisitions and joint ventures could strain our business and resources.

If we acquire existing companies or networks or enter into joint ventures, we may:



| |  |  | miscalculate the value of the acquired company or joint venture;
| | - |  | ----------------------------------------------------------------



| |  |  | divert resources and management time;
| | - |  | -------------------------------------



| |  |  | experience difficulties in integrating the acquired business or joint venture with our operations;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | experience relationship issues, such as with customers, employees and suppliers as a result of changes in management;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | incur additional liabilities or obligations as a result of the acquisition or joint venture; and
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | assume additional financial burdens or dilution in connection with the transaction.
| | - |  | -----------------------------------------------------------------------------------



22



---

##### Table of Contents

##### Index to Financial Statements

Additionally, ongoing consolidation in our industry may reduce the number of attractive
acquisition targets.

The demand for our bundled broadband communications services may be lower than we expect.

The demand for video, voice and data services, either alone or as part of a bundle, cannot readily be determined. Our business could be
adversely affected if demand for bundled broadband communications services is materially lower than we expect. Our ability to generate revenue will suffer if the markets for the services we offer, including voice and data services, fail to develop,
grow more slowly than anticipated or become saturated with competitors.

Competition from other providers of video services could adversely
affect our results of operations.

To be successful, we will need to retain our existing video customers and attract video
customers away from our competitors. Some of our competitors have advantages over us, such as long-standing customer relationships, larger networks, and greater experience, resources, marketing capabilities and name recognition. In addition, a
continuing trend toward business combinations and alliances in cable television and in the telecommunications industry as a whole, as well as changes in the regulatory environment facilitating entry for additional providers of video service, may
result in the emergence of significant new competitors for us. In providing video service, we currently compete with Bright House, Charter, Comcast, Mediacom, Midco and Time Warner. We also compete with satellite television providers, including
DirecTV and Echostar. Legislation now allows satellite television providers to offer local broadcast television stations. This may reduce our current advantage over satellite television providers and our ability to attract and maintain customers.

The providers of video services in our markets have, from time to time, adopted promotional discounts. We expect these
promotional discounts in our markets to continue into the foreseeable future and additional promotional discounts may be adopted. We may need to offer additional promotional discounts to be competitive, which could have an adverse impact on our
revenues. In addition, incumbent local phone companies may market video services in their service areas to provide a bundle of services. As telephone service providers offer video services in our markets, it could increase our competition for our
video and voice services and for our bundled services.

Competition from other providers of voice services could adversely affect our
results of operations.

In providing local and long-distance telephone services, we compete with the incumbent local phone
company in each of our markets. AT&T, CenturyTel, Qwest and Verizon are the primary ILECs in our targeted region. They offer both local and long-distance services in our markets and are particularly strong competitors. To succeed, we must also
attract customers away from other telephone companies, such as CLECs and VoIP service providers. In the future, we may face other competitors, such as cable television service operators offering telephone services with Internet-based telephony.
Cable operators offering voice services in our markets increase competition for our bundled services.

Competition from other providers of
data services could adversely affect our results of operations.

Providing data services is a rapidly growing business and
competition is increasing in each of our markets. Some of our competitors have advantages over us, such as greater experience, resources, marketing capabilities and name recognition. In providing data services, we compete with:



| |  |  | local telephone companies that provide dial-up and DSL services;
| | - |  | ----------------------------------------------------------------



| |  |  | providers of wireless or satellite-based Internet access services; and
| | - |  | ----------------------------------------------------------------------



| |  |  | cable television companies.
| | - |  | ---------------------------



23



---

##### Table of Contents

##### Index to Financial Statements

In addition, some providers of data services have reduced prices and engaged in aggressive
promotional activities. We expect these price reductions and promotional activities to continue into the foreseeable future and additional price reductions may be adopted. We may need to lower our prices for data services to remain competitive and
this could adversely affect our results of operations.

Our programming costs are increasing, which could reduce our gross profit.

Programming has been our largest single operating expense and we expect this to continue. In recent years, the cable industry
has experienced rapid increases in the cost of programming, particularly sports programming. Further, local commercial television broadcast stations are beginning to charge retransmission fees, similar to fees charged by other program providers. Our
relatively small base of subscribers limits our ability to negotiate lower programming costs. We expect these increases to continue, and we may not be able to pass our programming cost increases on to our customers. In addition, as we increase the
channel capacity of our systems and add programming to our expanded basic and digital programming tiers, we may face additional market constraints on our ability to pass programming costs on to our customers. Any inability to pass programming cost
increases on to our customers would have an adverse impact on our gross profit. See Item 1. BusinessLegislation and RegulationRegulation of Cable Services for more information.

Programming exclusivity in favor of our competitors could adversely affect the demand for our video services.

We obtain our programming by entering into contracts or arrangements with programming suppliers. A programming supplier could enter into an
exclusive arrangement with one of our video competitors that could create a competitive advantage for that competitor by restricting our access to this programming. If our ability to offer popular programming on our cable television systems is
restricted by exclusive arrangements between our competitors and programming suppliers, the demand for our video services may be adversely affected and our cost to obtain programming may increase. See Item 1. BusinessLegislation and
RegulationRegulation of Cable ServicesProgram access for more information.

The rates we pay for pole attachments may
increase significantly.

The rates we must pay utility companies for space on their utility poles is the subject of
frequent disputes. If these rates were to increase significantly or unexpectedly, it would cause our network to be more expensive to operate. It could also place us at a competitive disadvantage with video and telecommunications service providers
who do not require or who are less dependent upon pole attachments, such as satellite providers and wireless voice service providers. See Item 1. BusinessLegislation and RegulationRegulation of Cable ServicesPole
attachments for more information.

Loss of interconnection arrangements could impair our telephone service.

We rely on other companies to connect our local telephone customers with customers of other local telephone providers. We presently have
access to AT&Ts telephone network under a nine-state interconnection agreement, which expires on December 16, 2010. We have access to Verizons telephone network in Florida under an interconnection agreement covering
Florida. The initial term of this agreement expired on November 19, 2008. However, the agreement has provisions allowing it to continue in effect after the initial term until a new agreement is executed. Knology notified Verizon of its
intent to continue operating under the existing agreement in November 2008. If the AT&T and Verizon agreements are terminated or not renewed, we could be adversely affected and our interconnection arrangements could be on terms less favorable
than those we receive currently.

It is generally expected that the 1996 Act will continue to undergo considerable
interpretation and implementation, including potential forbearance from federal regulation enforcing these carriers statutory



24



---

##### Table of Contents

##### Index to Financial Statements

obligations, which could have a negative impact on our interconnection agreements with AT&T and Verizon. It is also possible that further amendments to the Communications Act may be enacted
which could have a negative impact on our interconnection agreements with AT&T and Verizon. The contractual arrangements for interconnection and access to unbundled network elements with incumbent carriers generally contain provisions for
incorporation of changes in governing law. Thus, future FCC, state public service commission and/or court decisions may negatively impact the rates, terms and conditions of the interconnection services we have obtained and may seek to obtain under
these agreements, which could adversely affect our business, financial condition or results of operations. Our ability to compete successfully in the provision of services will depend on the nature and timing of any such legislative changes,
regulations and interpretations and whether they are favorable to us or to our competitors. See Item 1. BusinessLegislation and Regulation for more information.

We could be negatively impacted by future interpretation or implementation of regulations or legislation.

The current communications and cable legislation and regulations are complex and in many areas set forth policy objectives to be implemented by regulation at the federal, state and local levels. It is
generally expected that the Communications Act, the 1996 Act and implementing regulations and decisions, as well as applicable state laws and regulations, will continue to undergo considerable interpretation and implementation. From time to time
federal legislation, FCC and PSC decisions, or courts decisions interpreting legislation, FCC or PSC decisions, are made that can affect our business. We cannot predict the timing and the future financial impact of these legislation or decisions.
Our ability to compete successfully will depend on the nature and timing of any such legislative changes, regulations and interpretations, and whether they are favorable to us or to our competitors. See Item 1. BusinessLegislation and
Regulation for more information.

In particular, the United States District Court for the District of Columbia in
PAETEC Communications, Inc. v. CommPartners,recently held that the termination of VoIP-originated calls is an information service not subject to access charges and that a tariff imposing such charges lacks legal force. There have been
inconsistent court, PSC and FCC decisions on this issue that raise concerns about collecting revenue related to the termination of VoIP originated calls on our telephone networks.

We operate our network under franchises that are subject to non-renewal or termination.

Our network generally operates pursuant to franchises, permits or licenses typically granted by a municipality or other state or local government controlling the public rights-of-way. Often, franchises
are terminable if the franchisee fails to comply with material terms of the franchise order or the local franchise authoritys regulations. Although none of our existing franchise or license agreements have been terminated, and we have received
no threat of such a termination, one or more local authorities may attempt to take such action. We may not prevail in any judicial or regulatory proceeding to resolve such a dispute.

Further, franchises generally have fixed terms and must be renewed periodically. Local franchising authorities may resist granting a renewal
if they consider either past performance or the prospective operating proposal to be inadequate. In a number of jurisdictions, local authorities have attempted to impose rights-of-way fees on providers that have been challenged as violating federal
law. A number of FCC and judicial decisions have addressed the issues posed by the imposition of rights-of-way fees on CLECs and on video distributors. To date, the state of the law is uncertain and may remain so for some time. We may become subject
to future obligations to pay local rights-of-way fees that are excessive or discriminatory.

The local franchising authorities
can grant franchises to competitors who may build networks in our market areas. Recent FCC decisions facilitate competitive video entry by limiting the actions that local franchising authorities may take when reviewing applications by new
competitors and lessen some of the burdens that can be imposed upon incumbent cable operators with which we ourselves compete. Local franchise authorities have the ability to impose regulatory constraints or requirements on our business, including
those that could materially increase our expenses. In the past, local franchise authorities have imposed regulatory constraints on the



25



---

##### Table of Contents

##### Index to Financial Statements

construction of our network either by local ordinance or as part of the process of granting or renewing a franchise. They have also imposed requirements on the level of customer service we
provide, as well as other requirements. The local franchise authorities in our markets may also impose regulatory constraints or requirements that may be found to be consistent with applicable law but which could increase our expenses in operating
our business. See Item 1. BusinessLegislation and Regulation for more information.

We may not be able to obtain
telephone numbers for new voice customers in a timely manner.

In providing voice services, we rely on access to numbering
resources in order to provide our customers with telephone numbers. A shortage of or a delay in obtaining new numbers from numbering administrators, as has sometimes been the case for LECs in the recent past, could adversely affect our ability to
expand into new markets or enlarge our market share in existing markets.

We may encounter difficulties in implementing and developing new
technologies.

We have invested in advanced technology platforms that support advanced communications services and multiple
emerging interactive services, such as video-on-demand, subscriber video-on-demand, digital video recording, interactive television, IP Centrex services and pure fiber network services. However, existing and future technological implementations and
developments may allow new competitors to emerge, reduce our networks competitiveness or require expensive and time-consuming upgrades or additional equipment, which may also require the write-down of existing equipment. In addition, we may be
required to select in advance one technology over another and may not choose the technology that is the most economic, efficient or attractive to customers. We may also encounter difficulties in implementing new technologies, products and services
and may encounter disruptions in service as a result.

We may encounter difficulties expanding into additional markets.

To expand into additional cities, we will have to obtain pole attachment agreements, construction permits, telephone numbers and other
regulatory approvals. Delays in entering into pole attachment agreements, receiving the necessary construction permits and conducting the construction itself have adversely affected our schedule in the past and could do so again in the future.
Difficulty in obtaining numbering resources may also adversely affect our ability to expand into new markets. We may face legal or similar resistance from competitors who are already in markets we wish to enter. These difficulties could
significantly harm or delay the development of our business in new markets. See Item 1. BusinessLegislation and RegulationRegulation of Cable ServicesProgram access for more information.

We depend on the services of key personnel to implement our strategy. If we lose the services of our key personnel or are unable to attract and retain
other qualified management personnel, we may be unable to implement our strategy.

Our business is currently managed by a
small number of key management and operating personnel. We do not have any employment agreements with, nor do we maintain key man life insurance policies on, these or any other employees. The loss of members of our key management and
certain other members of our operating personnel could adversely affect our business.

Our ability to manage our anticipated
growth depends on our ability to identify, hire and retain additional qualified management personnel. While we are able to offer competitive compensation to prospective employees, we may still be unsuccessful in attracting and retaining personnel,
which could affect our ability to grow effectively and adversely affect our business.



26



---

##### Table of Contents

##### Index to Financial Statements

Since our business is concentrated in specific geographic locations, our business could be adversely
impacted by a depressed economy and natural disasters in these areas.

We provide our services to areas in Alabama,
Florida, Georgia, Iowa, Minnesota, South Carolina, South Dakota and Tennessee, which are in the Southeastern and Midwestern regions of the United States. A stagnant or depressed economy in the United States, and the Southeastern or Midwestern United
States in particular, could affect all of our markets and adversely affect our business and results of operations.

Our
success depends on the efficient and uninterrupted operation of our communications services. Our network is attached to poles and other structures in many of our service areas, and our ability to provide service depends on the availability of
electric power. A tornado, hurricane, flood, mudslide or other natural catastrophe in one of these areas could damage our network, interrupt our service and harm our business in the affected area. In addition, many of our markets are close together,
and a single natural catastrophe could damage our network in more than one market.

Risks Related to Relationships with Stockholders,
Affiliates and Related Parties

A small number of stockholders control a significant portion of our stock and could exercise
significant influence over matters requiring stockholder approval, regardless of the wishes of other stockholders.

As of
February 28, 2010, The Burton Partnerships, our largest stockholder, owned approximately 13.0% of our common stock. Donald W. Burton, a member of our board of directors, owned or controlled approximately 13.2% of our common stock, including
shares owned by The Burton Partnerships, of which Donald W. Burton is a general partner. Rodger L. Johnson, the Companys CEO and Chairman of the Board, owned approximately 1.8% of our common stock. Campbell B. Lanier, III, another member of
our board of directors, and members of Mr. Laniers immediate family owned approximately 2.5% of our common stock. As a result, these stockholders have significant voting power with respect to the ability to:



| |  |  | authorize additional shares of capital stock or otherwise amend our certificate of incorporation or bylaws;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | elect our directors; or
| | - |  | -----------------------



| |  |  | effect a merger, sale of assets or other corporate transaction.
| | - |  | ---------------------------------------------------------------

The extent of ownership by these stockholders may also discourage a potential acquirer from making an offer to acquire us. This could reduce
the value of our stock.

Risks Related to Our Common Stock

If we issue more stock in future offerings, the percentage of our stock that our stockholders own will be diluted.

As of February 28, 2010, we had 36,781,623 shares of common stock outstanding. We also had outstanding on that date options to purchase 4,746,173 shares of common stock and warrants to purchase
1,000,000 shares of common stock. Our authorized capital stock includes 200,000,000 shares of common stock and 199,000,000 shares of preferred stock, which our board of directors has the authority to issue without further stockholder action. Future
stock issuances also will reduce the percentage ownership of our current stockholders.

Our board of directors has the
authority to issue, without stockholder approval, shares of preferred stock with rights and preferences senior to the rights and preferences of the common stock. As a result, our board of directors could issue shares of preferred stock with the
right to receive dividends and the assets of the company upon liquidation prior to the holders of the common stock.



27



---

##### Table of Contents

##### Index to Financial Statements

The value of our stock could be hurt by substantial price fluctuations.

The value of our common stock could be subject to sudden and material increases and decreases. The value of our stock could fluctuate in
response to:



| |  |  | our quarterly operating results;
| | - |  | --------------------------------



| |  |  | changes in our business;
| | - |  | ------------------------



| |  |  | changes in the markets perception of our bundled services;
| | - |  | -----------------------------------------------------------



| |  |  | changes in the businesses or market perceptions of our competitors; and
| | - |  | -----------------------------------------------------------------------



| |  |  | changes in general market or economic conditions.
| | - |  | -------------------------------------------------

In addition, the stock market has experienced extreme price and volume fluctuations in recent years, including the decline in the stock market in 2008-2009, that have significantly affected the value of
securities of many companies. These changes often appear to occur without regard to specific operating performance. The value of our common stock could increase or decrease based on change of this type, and the value of our common stock has declined
significantly since the third quarter of 2008. These fluctuations could materially reduce the value of our stock. Fluctuations in the value of our stock will also affect the value of our outstanding warrants and options, which may adversely affect
stockholders equity, net income or both.



|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None



|ITEM 2. | PROPERTIES
|------- | ----------

We have
assets in Alabama, Florida, Georgia, Iowa, Minnesota, South Carolina, South Dakota and Tennessee. Our primary assets consist of voice, video and data distribution plant and equipment, including voice switching equipment, data receiving equipment,
data decoding equipment, data encoding equipment, headend reception facilities, distribution systems and customer premise equipment.

Our plant and related equipment are generally attached to utility poles under pole rental agreements with public electric utilities, electric cooperative utilities, municipal electric utilities and telephone companies. In certain locations
our plant is buried underground. We own or lease real property for signal reception sites. Our headend locations are located on owned or leased parcels of land.

We own or lease the real property and buildings for our market administrative offices, customer call centers, data center and our corporate offices.

The physical components of our broadband systems require maintenance as well as periodic upgrades to support the new services and products
we may introduce. We believe that our properties are generally in good operating condition and are suitable for our business operations.



|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

We are
subject to litigation in the normal course of our business. However, in our opinion, there is no legal proceeding pending against us which would have a material adverse effect on our financial position, results of operations or liquidity. We are
also a party to regulatory proceedings affecting the segments of the communications industry generally in which we engage in business.



|ITEM 4. | [RESERVED]
|------- | ----------



28



---

##### Table of Contents

##### Index to Financial Statements

PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | -----------------------------------------------------------------------------------------------------------

Market Information

Our
common stock has traded on the NASDAQ Global Market under the ticker symbol KNOL since December 18, 2003. The following table sets forth the high and low sales prices as reported on the NASDAQ Global Market for the period from
January 1, 2008 through December 31, 2009.



|               |  |      |       |     |   |      
|-------------- |  | ---- | ----- | --- | - | -----
|               |  | High |       | Low
|2009           |  |      |       |     |   |      
|Fourth Quarter |  | $    | 12.00 |     | $ | 9.49 
|Third Quarter  |  | $    | 10.18 |     | $ | 7.67 
|Second Quarter |  | $    | 8.96  |     | $ | 7.42 
|First Quarter  |  | $    | 5.69  |     | $ | 3.95 
|               |  |     
|2008           |  |      |       |     |   |      
|Fourth Quarter |  | $    | 8.03  |     | $ | 3.70 
|Third Quarter  |  | $    | 12.10 |     | $ | 8.00 
|Second Quarter |  | $    | 15.87 |     | $ | 10.84
|First Quarter  |  | $    | 13.89 |     | $ | 8.47 

Holders

As of February 28, 2010, there were approximately 396 stockholders of record of our common stock (excluding beneficial owners of shares
registered in nominee or street name).

Dividends

We have never declared or paid any cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeable future. It is the current policy of our board of
directors to retain earnings to finance the upgrade and expansion of our operations. We are further prohibited from paying dividends or repurchasing our shares pursuant to the terms of our credit agreement, except that we may use up to $10 million
of excess cash flow for the payment of dividends and share repurchases subject to a maximum leverage test. Future declarations and payments of dividends, if any, will be determined based on the then-current conditions, including our earnings,
operations, capital requirements, financial condition, any restrictions in our debt agreements and other factors our board of directors deems relevant.



29



---

##### Table of Contents

##### Index to Financial Statements

Comparison of Cumulative Total Stockholder Return

The following graph and related information shall not be deemed soliciting material or to be filed with the SEC, nor
shall such information be incorporated by reference into any future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent we specifically incorporate it by reference into such filing.

The following graph and table set forth our cumulative total stockholder return as compared to the NASDAQ Composite Index and
the NASDAQ Telecommunications Index since the close of business on December 31, 2004. This graph assumes that $100 was invested on December 31, 2004 and assumes reinvestment of all dividends.

LOGO



|                          |  |                         |        |      |   |        |  |      |        |      |   |        |  |   |        |  |   |       
|------------------------- |  | ----------------------- | ------ | ---- | - | ------ |  | ---- | ------ | ---- | - | ------ |  | - | ------ |  | - | ------
|                          |  | Cumulative Total Return
|As of December 31:        |  | 2004                    |        | 2005 |   | 2006   |  | 2007 |        | 2008 |   | 2009  
|Knology, Inc.             |  | $                       | 100.00 |      | $ | 98.46  |  | $    | 272.82 |      | $ | 327.69 |  | $ | 132.31 |  | $ | 280.00
|NASDAQ Composite          |  |                         | 100.00 |      |   | 101.33 |  |      | 114.01 |      |   | 123.71 |  |   | 73.11  |  |   | 105.61
|NASDAQ Telecommunications |  |                         | 100.00 |      |   | 91.66  |  |      | 119.67 |      |   | 132.55 |  |   | 77.09  |  |   | 107.17

There have been no
recent sales of unregistered securities. Additionally, we did not repurchase any shares of our common stock during the fourth quarter ended December 31, 2009.



30



---

##### Table of Contents

##### Index to Financial Statements

|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

The selected financial data set forth below should be read in conjunction with Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations, our consolidated financial statements and the
related notes, and other financial data included elsewhere in this annual report. The data include operating results from PrairieWave (acquired in April 2007), Graceba (acquired in January 2008) and Private Company Cable (acquired in
November 2009).



|                                                                                                    |                                  |                         |         |      |  |   |         |   |  |      |          |   |      |   |          |   |  |   |         |  
|--------------------------------------------------------------------------------------------------- | -------------------------------- | ----------------------- | ------- | ---- |  | - | ------- | - |  | ---- | -------- | - | ---- | - | -------- | - |  | - | ------- | -
|                                                                                                    |                                  | Year Ended December 31, |        
|                                                                                                    | 2005                             |                         |         | 2006 |  |   | 2007    |   |  | 2008 |          |   | 2009 |  
|                                                                                                    | (in thousands, except per share) |                        
|Statement of Operations Data:                                                                       |                                  |                         |         |      |  |   |         |   |  |      |          |   |      |   |          |   |  |   |         |  
|Operating revenues                                                                                  |                                  | $                       | 230,857 |      |  | $ | 258,991 |   |  | $    | 347,652  |   |      | $ | 410,230  |   |  | $ | 425,565 |  
|Operating expenses:                                                                                 |                                  |                         |         |      |  |   |         |   |  |      |          |   |      |   |          |   |  |   |         |  
|Direct costs                                                                                        |                                  |                         | 69,616  |      |  |   | 75,497  |   |  |      | 104,060  |   |      |   | 123,663  |   |  |   | 132,870 |  
|Selling, general and administrative (a)                                                             |                                  |                         | 113,529 |      |  |   | 116,191 |   |  |      | 138,509  |   |      |   | 151,724  |   |  |   | 148,728 |  
|Depreciation and amortization                                                                       |                                  |                         | 74,490  |      |  |   | 68,189  |   |  |      | 85,776   |   |      |   | 95,375   |   |  |   | 90,702  |  
|Capital markets activity                                                                            |                                  |                         | 62      |      |  |   | 1,623   |   |  |      | 219      |   |      |   | 0        |   |  |   | 0       |  
|Asset impairment and severance                                                                      |                                  |                         | 334     |      |  |   | 0       |   |  |      | 0        |   |      |   | 0        |   |  |   | 0       |  
|Non-cash stock compensation                                                                         |                                  |                         | 2,101   |      |  |   | 2,025   |   |  |      | 2,799    |   |      |   | 4,640    |   |  |   | 6,197   |  
|Litigation fees                                                                                     |                                  |                         | 46      |      |  |   | 0       |   |  |      | 0        |   |      |   | 0        |   |  |   | 0       |  
|                                                                                                    |                                  |                         |         |      |  |   |         |   |  |      |          |   |      |   |          |   |  |   |         |  
|Total operating expenses                                                                            |                                  |                         | 260,178 |      |  |   | 263,525 |   |  |      | 331,363  |   |      |   | 375,402  |   |  |   | 378,497 |  
|                                                                                                    |                                  |                         |         |      |  |   |         |   |  |      |          |   |      |   |          |   |  |   |         |  
|Operating income (loss)                                                                             |                                  |                         | (29,321 | )    |  |   | (4,534  | ) |  |      | 16,289   |   |      |   | 34,828   |   |  |   | 47,068  |  
|Interest expense, net                                                                               |                                  |                         | (33,645 | )    |  |   | (33,722 | ) |  |      | (40,622  | ) |      |   | (46,586  | ) |  |   | (40,976 | )
|Loss on debt extinguishment                                                                         |                                  |                         | (544    | )    |  |   | 0       |   |  |      | (27,375  | ) |      |   | 0        |   |  |   | 0       |  
|Gain (loss) on interest rate derivative instrument                                                  |                                  |                         | 267     |      |  |   | (63     | ) |  |      | (758     | ) |      |   | 0        |   |  |   | 12,096  |  
|Debt Modification Expense                                                                           |                                  |                         | 0       |      |  |   | 0       |   |  |      | 0        |   |      |   | 0        |   |  |   | (3,422  | )
|Amortization of deferred loss on interest rate swaps                                                |                                  |                         | 0       |      |  |   | 0       |   |  |      | 0        |   |      |   | 0        |   |  |   | (18,299 | )
|Gain (loss) on adjustments of warrants to market                                                    |                                  |                         | 37      |      |  |   | (464    | ) |  |      | (262     | ) |      |   | 0        |   |  |   | 0       |  
|Loss on investments                                                                                 |                                  |                         | 0       |      |  |   | 0       |   |  |      | 0        |   |      |   | 0        |   |  |   | (353    | )
|Other income (expense), net                                                                         |                                  |                         | (12     | )    |  |   | 25      |   |  |      | (53      | ) |      |   | (367     | ) |  |   | 479     |  
|                                                                                                    |                                  |                         |         |      |  |   |         |   |  |      |          |   |      |   |          |   |  |   |         |  
|Loss from continuing operations                                                                     |                                  |                         | (63,218 | )    |  |   | (38,758 | ) |  |      | (52,781  | ) |      |   | (12,125  | ) |  |   | (3,407  | )
|Income from discontinued operations                                                                 |                                  |                         | 8,404   |      |  |   | 0       |   |  |      | 8,863    |   |      |   | 0        |   |  |   | 0       |  
|Provision for income taxes                                                                          |                                  |                         | 0       |      |  |   | 0       |   |  |      | 0        |   |      |   | 0        |   |  |   | 0       |  
|                                                                                                    |                                  |                         |         |      |  |   |         |   |  |      |          |   |      |   |          |   |  |   |         |  
|Net loss                                                                                            |                                  |                         | (54,814 | )    |  |   | (38,758 | ) |  |      | (43,918  | ) |      |   | (12,125  | ) |  |   | (3,407  | )
|Preferred stock dividends                                                                           |                                  |                         | (588    | )    |  |   | (747    | ) |  |      | 0        |   |      |   | 0        |   |  |   | 0       |  
|                                                                                                    |                                  |                         |         |      |  |   |         |   |  |      |          |   |      |   |          |   |  |   |         |  
|Net loss attributable to common stockholders                                                        |                                  | $                       | (55,402 | )    |  | $ | (39,505 | ) |  | $    | (43,918  | ) |      | $ | (12,125  | ) |  | $ | (3,407  | )
|                                                                                                    |                                  |                         |         |      |  |   |         |   |  |      |          |   |      |   |          |   |  |   |         |  
|Basic and diluted net loss per share from continuing operations attributable to common stockholders |                                  | $                       | (2.69   | )    |  | $ | (1.41   | ) |  | $    | (1.51    | ) |      | $ | (0.34    | ) |  | $ | (0.09   | )
|Basic and diluted net loss per share attributable to common stockholders                            |                                  | $                       | (2.33   | )    |  | $ | (1.41   | ) |  | $    | (1.25    | ) |      | $ | (0.34    | ) |  | $ | (0.09   | )
|                                                                                                    |                                  |                         |         |      | 
|Other Financial Data:                                                                               |                                  |                         |         |      |  |   |         |   |  |      |          |   |      |   |          |   |  |   |         |  
|Capital expenditures                                                                                |                                  | $                       | 31,613  |      |  | $ | 27,821  |   |  | $    | 45,792   |   |      | $ | 46,349   |   |  | $ | 54,901  |  
|Cash provided by operating activities                                                               |                                  |                         | 18,818  |      |  |   | 30,543  |   |  |      | 57,507   |   |      |   | 79,977   |   |  |   | 104,157 |  
|Cash used in investing activities                                                                   |                                  |                         | (5,555  | )    |  |   | (26,028 | ) |  |      | (293,073 | ) |      |   | (121,542 | ) |  |   | (99,681 | )
|Cash provided by (used in) financing activities                                                     |                                  |                         | (7,162  | )    |  |   | (5,121  | ) |  |      | 270,437  |   |      |   | 52,479   |   |  |   | (17,822 | )



|(a) | excludes asset impairment and severance, non-cash stock compensation and litigation fees, each shown separately in this table.
|--- | ------------------------------------------------------------------------------------------------------------------------------



31



---

##### Table of Contents

##### Index to Financial Statements

|                                     |      |                |          |      |  |   |          |   |  |      |          |   |      |   |          |   |  |   |          |  
|------------------------------------ | ---- | -------------- | -------- | ---- |  | - | -------- | - |  | ---- | -------- | - | ---- | - | -------- | - |  | - | -------- | -
|                                     |      | December 31,   |         
|                                     | 2005 |                |          | 2006 |  |   | 2007     |   |  | 2008 |          |   | 2009 |  
|                                     |      | (in thousands) |         
|Balance Sheet Data:                  |      |                |          |      |  |   |          |   |  |      |          |   |      |   |          |   |  |   |          |  
|Net working capital                  |      | $              | (14,235  | )    |  | $ | (9,670   | ) |  | $    | 6,810    |   |      | $ | 25,675   |   |  | $ | 26,166   |  
|Property and equipment, net          |      |                | 285,638  |      |  |   | 243,831  |   |  |      | 403,476  |   |      |   | 379,710  |   |  |   | 357,880  |  
|Total assets                         |      |                | 375,534  |      |  |   | 336,561  |   |  |      | 601,437  |   |      |   | 643,418  |   |  |   | 647,901  |  
|Noncurrent liabilities               |      |                | 271,167  |      |  |   | 271,301  |   |  |      | 562,938  |   |      |   | 632,690  |   |  |   | 591,514  |  
|Total liabilities                    |      |                | 322,172  |      |  |   | 319,188  |   |  |      | 636,387  |   |      |   | 699,875  |   |  |   | 680,793  |  
|Accumulated deficit                  |      |                | (528,234 | )    |  |   | (566,992 | ) |  |      | (610,910 | ) |      |   | (623,035 | ) |  |   | (626,442 | )
|Total stockholders equity (deficit) |      |                | 33,511   |      |  |   | 17,373   |   |  |      | (34,950  | ) |      |   | (56,457  | ) |  |   | (33,892  | )



|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Overview

We are a fully
integrated provider of video, voice, data and advanced communications services to residential and business customers in ten markets in the southeastern United States, as well as two markets in South Dakota. We provide a full suite of video, voice
and data services in Huntsville, Montgomery and Dothan, Alabama; Panama City and portions of Pinellas County, Florida; Augusta, Columbus and West Point, Georgia; Charleston, South Carolina; Knoxville, Tennessee; and Rapid City and Sioux Falls, South
Dakota, as well as portions of Minnesota and Iowa. Our primary business is the delivery of bundled communication services over our own network. In addition to our bundled package offerings, we sell these services on an unbundled basis.

We have built our business through:



| |  |  | construction and expansion of our broadband network to offer integrated video, voice and data services;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | organic growth of connections through increased penetration of services to new marketable homes and our existing customer base, along with new service
offerings;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | upgrades of acquired networks to introduce expanded broadband services, including bundled video, voice and data services; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | acquisitions of other broadband systems;
| | - |  | ----------------------------------------

The following discussion includes details, highlights and insight into our consolidated financial condition and results of operations, including recent business developments, critical accounting policies,
estimates used in preparing the financial statements and other factors that are expected to affect our prospective financial condition. The following discussion and analysis should be read in conjunction with our Selected Financial Data
and our consolidated financial statements and related notes, and other financial data elsewhere in this annual report.

To
date, we have experienced operating losses as a result of the expansion of our service territories and the construction of our network. We expect to continue to focus on increasing our customer base and expanding our broadband operations. Our
ability to generate profits will depend in large part on our ability to increase revenues to offset the costs of construction and operation of our business.

In January 2008, we completed the $75 million acquisition of Graceba Total Communications Group, Inc., which has delivered significant increases in key operating and financial metrics as well as being
free cash flow accretive. The transaction was funded by a $59 million add-on financing to our existing credit facility and $16 million from available cash.



32



---

##### Table of Contents

##### Index to Financial Statements

In November 2009, we completed the $7.5 million acquisition of the assets of Private Cable
Co., LLC (PCL Cable), which has delivered small increases in key operating and financial metrics as well as being free cash flow accretive. The transaction was funded using $7.5 million from cash on hand.

Current Economic Conditions

We are exposed to risks associated with the potential financial instability of our customers, many of whom may be adversely affected by the general economic downturn. The housing market continues to suffer with depressed home prices, and
along with continued high levels of unemployment, have severely affected consumer confidence and may cause increased delinquencies or cancellations by our customers or lead to unfavorable changes in the mix of products purchased. The general
economic downturn also may affect advertising sales, as companies seek to reduce expenditures and conserve cash.

In addition,
we are susceptible to risks associated with the potential financial instability of the vendors and third parties on which we rely to provide products and services or to which we delegate certain functions. The same economic conditions that may
affect our customers, as well as volatility and disruption in the capital and credit markets, also could adversely affect vendors and third parties and lead to significant increases in prices, reduction in output or the bankruptcy of our vendors or
third parties upon which we rely.

We believe the current economic conditions may impact the rate of organic growth in our
business compared to previous years. However, we believe that our strategy of operating in secondary and tertiary markets provides better operating and financial stability compared to the more competitive environments in large metropolitan markets.
We also believe that the highly bundled profile of our customer base (about 80% of our customers take two or three of our services) and our companywide focus on customer service create added customer loyalty. Further, we believe that services such
as cable television and high-speed Internet become more valuable as consumers spend more time at home and reduce discretionary spending during the current economic downturn.

Critical Accounting Estimates

Our consolidated financial statements are
prepared in accordance with accounting principles generally accepted in the United States, which require us to make estimates and assumptions. We believe that, of our significant accounting estimates described in Note 2 of Notes to
Consolidated Financial Statements included elsewhere in this annual report, the following may involve a higher degree of judgment and complexity.

Allowance for doubtful accounts. We use estimates to determine our allowance for bad debts. These estimates are based on historical collection experience, current trends, credit policy and a
percentage of our delinquent customer accounts receivable.

Capitalization of labor and overhead costs. Our business is
capital intensive, and a large portion of the capital we have raised to date has been spent on activities associated with building, extending, upgrading and enhancing our network. As of December 31, 2008 and 2009, the net carrying amount of our
property, plant and equipment was approximately $379.7 million, 59% of total assets, and $357.9 million, 55% of total assets, respectively. Total capital expenditures for the years ended December 31, 2007, 2008 and 2009 were approximately
$45.8 million, $46.3 million and $54.9 million, respectively.

Costs associated with network construction,
network enhancements and initial customer installation are capitalized. Costs capitalized as part of the initial customer installation include materials, direct labor, and certain indirect costs. These indirect costs are associated with the
activities of personnel who assist in connecting and activating the new service and consist of compensation and overhead costs associated with these support functions. The costs of disconnecting service at a customers premise or reconnecting
service to a previously installed premise are charged to operating expense in the period incurred. Costs for repairs and maintenance are



33



---

##### Table of Contents

##### Index to Financial Statements

charged to operating expense as incurred, while equipment replacement and significant enhancements, including replacement of cable drops from the pole to the premise, are capitalized.

We make judgments regarding the installation and construction activities to be capitalized. We capitalize direct labor and certain
indirect costs using operational data and estimations of capital activity. We calculate standards for items such as the labor rates, overhead rates and the actual amount of time required to perform a capitalizable activity. Overhead rates are
established based on an estimation of the nature of costs incurred in support of capitalizable activities and a determination of the portion of costs that is directly attributable to capitalizable activities.

Judgment is required to determine the extent to which overhead is incurred as a result of specific capital activities, and therefore should
be capitalized. The primary costs that are included in the determination of the overhead rate are (i) employee benefits and payroll taxes associated with capitalized direct labor, (ii) direct variable costs associated with capitalizable
activities, consisting primarily of installation costs, (iii) the cost of support personnel that directly assist with capitalizable installation activities, and (iv) indirect costs directly attributable to capitalizable activities.

While we believe our existing capitalization policies are reasonable, a significant change in the nature or extent of our
system activities could affect managements judgment about the extent to which we should capitalize direct labor or overhead in the future. We monitor the appropriateness of our capitalization policies, and perform updates to our internal
studies on an ongoing basis to determine whether facts or circumstances warrant a change to our capitalization policies.

Valuation of long-lived and intangible assets and goodwill. We assess the impairment of identifiable long-lived assets and related goodwill whenever events or changes in circumstances indicate that the carrying value may not be
recoverable in accordance with Accounting Standards Codification (ASC) 350 and ASC 360. Factors we consider important and that could trigger an impairment review include the following:



| |  |  | significant underperformance of our assets relative to historical or projected future operating results;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | significant changes in the manner in which we use our assets or significant changes in our overall business strategy; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | significant negative industry economic trends.
| | - |  | ----------------------------------------------

In accordance with ASC 350, we identified each separate geographic operating unit for goodwill impairment testing purposes. These geographic operating units meet the requirements to be reporting units as
they are businesses (and legal entities) in which separate internal financial statements are prepared, including a balance sheet, statement of operations and a statement of cash flows. These geographic operating units are our markets as set forth
under Item 1. BusinessMarkets. Also, management evaluates the business and measures operating performance on a geographic operating unit basis.

The geographic operating units shown in the table on the next page represent all the operating units with goodwill on their balance sheets. Goodwill is subject to periodic impairment assessment by
applying a fair value test based upon a two-step method. The first step of the process compares the fair value of the reporting unit with the carrying value of the reporting unit, including any goodwill. We utilize a discounted cash flow
valuation methodology to determine the fair value of the reporting unit. If the fair value of the reporting unit exceeds the carrying amount of the reporting unit, goodwill is deemed not to be impaired in which case the second step in the
process is unnecessary. If the carrying amount exceeds fair value, we perform the second step to measure the amount of impairment loss. Any impairment loss is measured by comparing the implied fair value of goodwill, calculated per ASC
350, with the carrying amount of goodwill at the reporting unit, with the excess of the carrying amount over the fair value recognized as an impairment loss. We have adopted January 1 as the calculation date and have evaluated these assets
as of January 1, 2010, and no impairment was identified. Based on the results of the test, we recorded no impairment loss to our goodwill as of January 1, 2008, 2009 and 2010.



34



---

##### Table of Contents

##### Index to Financial Statements

Our discounted cash flow calculation is based on a five year projection, with a terminal
value applied to the cash flow of the fifth year. We believe the discounted cash flow methodology utilizing a terminal value is the most meaningful valuation method because businesses like ours in the cable industry sector are generally valued based
on a multiple of cash flow. The discount rate of 12% is based on our weighted average cost of capital. Our cash flow projections include a growth factor of 5% year over year and a terminal multiple factor of 7.5 applied to the fifth year
cash flow projection. Our cash flow growth factor is based on historical organic growth rates, discounted from our growth rates before the current economic downturn. It includes our expectation for continued annual pricing increases to our customers
and continued growth in our residential and business video, voice and data connections. Our terminal multiple factor of 7.5 is based on the most recent merger and acquisition transactions in our sector (before capital markets effectively shut down)
as well as historical valuation multiples of companies in the cable industry.

We could record impairment charges in the
future if there are long-term changes in market conditions, expected future operating results or federal or state regulations that prevent us from recovering the carrying value of goodwill. For example, we believe a slowdown in the economy impacted
our operating results during 2009. Assumptions made about the continuation of these market conditions on a longer-term basis could impact the valuations to be used in the January 1, 2011 annual impairment test and result in a reduction of fair
values from those determined in the January 1, 2010 annual impairment test. Such assumptions and fair values will not be determined until the annual impairment test is performed. The following table shows the net carrying value of goodwill as
of December 31, 2009 and illustrates the hypothetical impairment charge related to changes in our discounted cash flows (i.e., fair value) from any combination of adjustments to key assumptions at our last annual impairment test date.



|              |  |                   |      |                                                                           |     |   |  |     |    |   |     |   |    |   |  |   |     |  
|------------- |  | ----------------- | ---- | ------------------------------------------------------------------------- | --- | - |  | --- | -- | - | --- | - | -- | - |  | - | --- | -
|              |  | NetCarryingValues |      | Percent Hypothetical Reduction in Fair Valueand Related Impairment Charge |    
|(in millions) |  |                   | 10%  |                                                                           | 15% |   |  | 20% |    |   | 25% |  
|Columbus      |  | $                 | 2.8  |                                                                           | $   |  |  | $   |   |   |     | $ |   |   |  | $ |    |  
|Dothan        |  |                   | 48.0 |                                                                           |     |  |  |     | (4 | ) |     |   | (7 | ) |  |   | (12 | )
|Montgomery    |  |                   | 3.2  |                                                                           |     |  |  |     |   |   |     |   |   |   |  |   |    |  
|Panama City   |  |                   | 2.1  |                                                                           |     |  |  |     |   |   |     |   |   |   |  |   |    |  
|Huntsville    |  |                   | 2.4  |                                                                           |     |  |  |     |   |   |     |   |   |   |  |   |    |  
|Rapid City    |  |                   | 25.9 |                                                                           |     |  |  |     |   |   |     |   |   |   |  |   |    |  
|Sioux Falls   |  |                   | 31.9 |                                                                           |     |  |  |     |   |   |     |   |   |   |  |   |    |  
|West Point    |  |                   | 32.7 |                                                                           |     |  |  |     |   |   |     |   |   |   |  |   |    |  
|              |  |                   |      |                                                                           |     |   |  |     |    |   |     |   |    |   |  |   |     |  
|              |  |                   |      |                                                                           |     |  |  | $   | (4 | ) |     | $ | (7 | ) |  | $ | (12 | )
|              |  |                   |      |                                                                           |     |   |  |     |    |   |     |   |    |   |  |   |     |  

Fair Value Measurements. Accounting Standards Codification (ASC) Topic 820
Fair Value Measurements and Disclosures defines fair value and establishes a framework for measuring fair value. ASC 820 replaced Financial Accounting Standards Statement 157 which we adopted with respect to fair value measurements of
financial instruments on January 1, 2008.

We record interest rate swaps in our consolidated balance sheet at fair value
on a recurring basis. ASC 820 provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels.



| |  |  | Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at
the measurement date. We currently have no Level 1 financial instrument assets or liabilities.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or
indirectly. We use a discounted cash flow analysis of the implied yield curves to value our interest rate swaps. We also consider our credit risk and counterparty
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



35



---

##### Table of Contents

##### Index to Financial Statements

| | credit risk in estimating the fair value of our financial instruments. While these inputs are observable, they are not all quoted market prices, so the fair values of our financial instruments
fall in Level 2. As of December 31, 2009, the carrying value of our financial instrument liabilities was $16.5 million.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3 inputs are unobservable inputs for an asset or liability. We currently have no Level 3 financial instrument assets or liabilities.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------

Significant and subjective estimates. The following discussion and analysis of our results of
operations and financial condition is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires
us to make estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and contingent liabilities. In many cases, the accounting treatment of a particular transaction is
specifically dictated by accounting principles generally accepted in the United States, with no need for us to judge the application. On an ongoing basis, we evaluate our estimates, including those related to our ability to collect accounts
receivable, valuation of investments, valuation of stock based compensation, recoverability of goodwill and intangible assets, income taxes and contingencies. We base our judgments on historical experience and on various other assumptions that we
believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. See our consolidated financial statements and related notes thereto included elsewhere in this annual report, which contain accounting policies and other disclosures required by accounting
principles generally accepted in the United States.

Homes Passed and Connections

We report homes passed as the number of residential and business units, such as single residence homes, apartments and condominium units,
passed by our broadband network and listed in our database. Marketable homes passed are homes passed other than those we believe are covered by exclusive arrangements with other providers of competing services. Because we deliver
multiple services to our customers, we report the total number of connections for video, voice and data rather than the total number of customers. We count each video, voice or data purchase as a separate connection. For example, a single customer
who purchases cable television, local telephone and Internet access services would count as three connections. We do not record the purchase of digital video services by an analog video customer as an additional connection.

As we continue to sell bundled services, we expect more of our video customers to purchase voice, data and other enhanced services in
addition to basic video services. Further, business customers primarily take voice and data services, with relatively smaller amounts of video products. On the other hand, we believe some of our phone customers, especially customers who are only
taking our voice product, are moving to alternative voice products (e.g., mobile phones). As a result of these various factors, we expect that our data connections will grow the fastest and that voice connections will benefit from our growing
commercial business.

Revenues

Our operating revenues are primarily derived from monthly charges for video, voice and Internet data services and other services to residential and business customers. We provide these services over our
network. Our products and services involve different types of charges and in some cases a different method of accounting for recording revenues. Below is a description of our significant sources of revenue:



| |  |  | Video revenues. Our video revenues consist of fixed monthly fees for basic, expanded basic, premium and digital cable television services, as
well as fees from pay-per-view movies, fees for video-on-demand and events such as boxing matches and concerts that involve a charge for each viewing. Video revenues accounted for approximately 42.1%, 41.8% and 43.2% of our consolidated revenues for
the years ended December 31, 2007, 2008 and 2009, respectively.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



36



---

##### Table of Contents

##### Index to Financial Statements

| |  |  | Voice revenues. Our voice revenues consist primarily of fixed monthly fees for local service and enhanced services, such as call waiting, voice
mail and measured and flat rate long-distance service. Voice revenues accounted for approximately 33.7%, 33.5% and 30.8% of our consolidated revenues for the years ended December 31, 2007, 2008 and 2009, respectively.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Data revenues. Our data revenues consist primarily of fixed monthly fees for data service and rental of cable modems. Data revenues accounted
for approximately 22.7%, 22.8% and 23.2% of our consolidated revenues for the years ended December 31, 2007, 2008 and 2009, respectively. Providing data services is a rapidly growing business and competition is increasing in each of our
markets.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Other revenues.Other revenues result principally from broadband carrier services. Other revenues accounted for approximately 1.4%, 1.9% and
2.8% of our consolidated revenues for the years ended December 31, 2007, 2008 and 2009, respectively.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our ability to increase the number of our connections and, as a result, our revenues is directly affected by the level of competition we face in each of our markets with respect to each of our service offerings:



| |  |  | In providing video services, we currently compete with AT&T, Bright House, CenturyTel, Charter, Comcast, Mediacom, MidCo, Qwest, Time Warner and
Verizon. We also compete with satellite television providers such as DirecTV and Echostar. Our other competitors include broadcast television stations and other satellite television companies. We expect in the future to face additional competition
from telephone companies providing video services within their service areas.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In providing local and long-distance telephone services, we compete with the ILEC and various long-distance providers in each of our markets. AT&T,
CenturyTel, Qwest and Verizon are the incumbent local phone companies in our markets. They offer both local and long-distance services in our markets and are particularly strong competitors. We also compete with providers of long-distance telephone
services, such as AT&T, CenturyTel (which acquired Embarq Communications in 2009) and Verizon. We expect an increase in the deployment of VoIP services and expect to continue to compete with Vonage Holding Company, cable competitors as they roll
out VoIP and other providers.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In providing data services, we compete with ILECs that offer dial-up and DSL services, providers of satellite-based Internet access services, cable
television companies, providers of wireless high-speed data services, and providers of dial-up Internet service. Data services and Internet access is a rapidly growing business and competition is increasing in each of our markets.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Some of our competitors have competitive advantages such as greater experience, resources, marketing capabilities and stronger name recognition.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------

Costs and Expenses

Our operating expenses primarily include cost of services, selling, operating and administrative expenses, and depreciation and amortization.

Direct costs include:



| |  |  | Direct costs of video services. Direct costs of video services consist primarily of monthly fees to the National Cable Television Cooperative
and other programming providers. Programming costs are our largest single cost and we expect this trend to continue. Programming costs as a percentage of video revenue were approximately 52.0%, 52.7% and 52.0% for the years ended December 31,
2007, 2008 and 2009, respectively. We have entered into contracts with various entities to provide programming to be aired on our network. We pay a monthly fee for these programming services, generally based on the average number of subscribers to
the program, although some fees are adjusted based on the total number of subscribers to the system and/or the system penetration percentage. Since programming cost is partially based on numbers of subscribers, it will increase as we add more
subscribers. It will also increase as costs per channel increase over time, including retransmission costs we incurred with traditional networks beginning in 2009.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



37



---

##### Table of Contents

##### Index to Financial Statements

| |  |  | Direct costs of voice services. Direct costs of voice services consist primarily of transport cost and network access fees. The direct costs of
voice services as a percentage of voice revenues were approximately 15.8%, 15.7% and 17.8% for the years ended December 31, 2007, 2008 and 2009, respectively.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Direct costs of data services. Direct costs of data services consist primarily of transport costs and network access fees. The direct costs of
data services as a percentage of data revenue were 4.5%, 5.9% and 7.2% for the years ended December 31, 2007, 2008 and 2009, respectively.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Direct costs of other services. Direct costs of other services consist primarily of transport costs and network access fees. The direct costs of
other services as a percentage of other revenue were 16.5%, 18.0% and 22.8% for the years ended December 31, 2007, 2008 and 2009, respectively.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Pole attachment and other network rental expensesPole attachment rents are paid to utility companies for space on their utility poles to
deliver our various services. Other network rental expenses consist primarily of network hub rents. Pole attachment and other network rental expenses as a percentage of total revenue were approximately 1.4%, 1.2% and 1.0% of total revenues for the
years ended December 31, 2007, 2008 and 2009, respectively.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We provide our services in competitive
markets and we are not always able to pass along significant price increases and maintain margins, especially for our video services. However, we expect higher-margin voice, data and other revenue to become larger percentages of our overall revenue,
and the favorable product mix may potentially offset pressures on gross profits within individual product lines.

Selling,
general and administrative expenses include:



| |  |  | Sales and marketing expenses. Sales and marketing expenses include the cost of sales and marketing personnel and advertising and promotional
expenses.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Network operations and maintenance expenses. Network operations and maintenance expenses include payroll and departmental costs incurred for
network design, 24/7 maintenance monitoring and plant maintenance activity.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Service and installation expenses. Service and installation expenses include payroll and departmental costs incurred for customer installation
and service technicians.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Customer service expenses. Customer service expenses include payroll and departmental costs incurred for customer service representatives and
customer service management, primarily at our centralized call centers.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | General and administrative expenses. General and administrative expenses consist of corporate and subsidiary management and administrative
costs.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------

Depreciation and amortization expenses include depreciation of our interactive broadband networks
and equipment, buildings and amortization of other intangible assets primarily related to acquisitions.

As our sales and
marketing efforts continue and our networks expand, we expect to add customer connections resulting in increased revenue. We also expect our cost of services and operating expenses to increase as we grow our business.



38



---

##### Table of Contents

##### Index to Financial Statements

Results of Operations

The following table sets forth financial data as a percentage of operating revenues for the years ended December 31, 2007, 2008 and 2009.



|                                                                                |  |                        |    |  |      |    |  |      |   
|------------------------------------------------------------------------------- |  | ---------------------- | -- |  | ---- | -- |  | ---- | --
|                                                                                |  | Year EndedDecember 31, |   
|                                                                                |  | 2007                   |    |  | 2008 |    |  | 2009 |   
|Operating revenues:                                                             |  |                        |    |  |      |    |  |      |   
|Video                                                                           |  | 42                     | %  |  | 42   | %  |  | 43   | % 
|Voice                                                                           |  | 34                     |    |  | 33   |    |  | 31   |   
|Data                                                                            |  | 23                     |    |  | 23   |    |  | 23   |   
|Other                                                                           |  | 1                      |    |  | 2    |    |  | 3    |   
|                                                                                |  |                        |    |  |      |    |  |      |   
|Total operating revenues                                                        |  | 100                    |    |  | 100  |    |  | 100  |   
|Operating expenses:                                                             |  |                        |    |  |      |    |  |      |   
|Direct costs                                                                    |  | 30                     |    |  | 30   |    |  | 31   |   
|Selling, general and administrative expenses                                    |  | 41                     |    |  | 38   |    |  | 37   |   
|Depreciation and amortization                                                   |  | 24                     |    |  | 23   |    |  | 21   |   
|Capital markets activity                                                        |  | 0                      |    |  | 0    |    |  | 0    |   
|                                                                                |  |                        |    |  |      |    |  |      |   
|Total operating expenses                                                        |  | 95                     |    |  | 91   |    |  | 89   |   
|                                                                                |  |                        |    |  |      |    |  |      |   
|Operating income (loss)                                                         |  | 5                      |    |  | 9    |    |  | 11   |   
|                                                                                |  |                        |    |  |      |    |  |      |   
|Other income (expense):                                                         |  |                        |    |  |      |    |  |      |   
|Interest income                                                                 |  | 0                      |    |  | 0    |    |  | 0    |   
|Interest expense                                                                |  | (12                    | )  |  | (12  | )  |  | (10  | ) 
|Loss on early extinguishment of debt                                            |  | (8                     | )  |  | 0    |    |  | 0    |   
|(Loss) gain on interest rate cap agreement                                      |  | 0                      |    |  | 0    |    |  | (2   | ) 
|Loss on investments                                                             |  | 0                      |    |  | 0    |    |  | 0    |   
|                                                                                |  |                        |    |  |      |    |  |      |   
|Other income (expense), net                                                     |  | 0                      |    |  | 0    |    |  | 0    |   
|                                                                                |  |                        |    |  |      |    |  |      |   
|Total other income (expense)                                                    |  | (20                    | )  |  | (12  | )  |  | (12  | ) 
|                                                                                |  |                        |    |  |      |    |  |      |   
|Loss before income taxes, discontinued operations and preferred stock dividends |  | (15                    | )  |  | (3   | )  |  | (1   | ) 
|                                                                                |  |                        |    |  |      |    |  |      |   
|Income tax benefit (provision)                                                  |  | 0                      |    |  | 0    |    |  | 0    |   
|Income from discontinued operations                                             |  | 2                      |    |  | 0    |    |  | 0    |   
|Preferred stock dividend                                                        |  | 0                      |    |  | 0    |    |  | 0    |   
|                                                                                |  |                        |    |  |      |    |  |      |   
|Net loss attributable to common stockholders                                    |  | (13                    | )% |  | (3   | )% |  | (1   | )%
|                                                                                |  |                        |    |  |      |    |  |      |   



39



---

##### Table of Contents

##### Index to Financial Statements

Quarterly Comparison

The following table presents certain unaudited consolidated statements of operations and other operating data for our eight most recent quarters. The information for each of these quarters is unaudited
and has been prepared on the same basis as our audited consolidated financial statements appearing elsewhere in this annual report. In the opinion of our management, all necessary adjustments, consisting only of normal recurring adjustments, have
been included to present fairly the unaudited quarterly results when read in conjunction with our consolidated financial statements and related notes included elsewhere in this annual report. We believe that results of operations for interim periods
should not be relied upon as any indication of the results to be expected or achieved in any future periods or any year as a whole.



|                                              |  |                                                     |           |   |              |   |           |               |  |   |              |   |  |              |           |   |              |   |           |               |  |   |              |   |  |   |           |   |  |   |           |  
|--------------------------------------------- |  | --------------------------------------------------- | --------- | - | ------------ | - | --------- | ------------- |  | - | ------------ | - |  | ------------ | --------- | - | ------------ | - | --------- | ------------- |  | - | ------------ | - |  | - | --------- | - |  | - | --------- | -
|                                              |  | Quarters ended                                      |          
|                                              |  | Mar. 31,2008                                        |           |   | June 30,2008 |   |           | Sept. 30,2008 |  |   | Dec. 31,2008 |   |  | Mar. 31,2009 |           |   | June 30,2009 |   |           | Sept. 30,2009 |  |   | Dec. 31,2009 |  
|                                              |  | (in thousands, except per share and operating data) |          
|Revenues                                      |  | $                                                   | 101,337   |   |              | $ | 102,122   |               |  | $ | 103,216      |   |  | $            | 103,556   |   |              | $ | 104,683   |               |  | $ | 107,931      |   |  | $ | 105,802   |   |  | $ | 107,149   |  
|Direct costs                                  |  |                                                     | 31,370    |   |              |   | 30,671    |               |  |   | 30,910       |   |  |              | 30,712    |   |              |   | 32,679    |               |  |   | 34,086       |   |  |   | 31,896    |   |  |   | 34,210    |  
|Income/(Loss) from continuing operations      |  |                                                     | (3,194    | ) |              |   | (4,004    | )             |  |   | (2,847       | ) |  |              | (2,078    | ) |              |   | (2,273    | )             |  |   | 1,334        |   |  |   | (3,334    | ) |  |   | 1,044     |  
|Net income (loss)                             |  |                                                     | (3,194    | ) |              |   | (4,004    | )             |  |   | (2,847       | ) |  |              | (2,078    | ) |              |   | (2,273    | )             |  |   | 1,334        |   |  |   | (3,334    | ) |  |   | 1,044     |  
|Basic and diluted net income (loss) per share |  | $                                                   | (.09      | ) |              | $ | (.11      | )             |  | $ | (.08         | ) |  | $            | (.06      | ) |              | $ | (.06      | )             |  | $ | .04          |   |  | $ | (.09      | ) |  | $ | .03       |  
|Homes passed                                  |  |                                                     | 1,121,984 |   |              |   | 1,124,725 |               |  |   | 1,127,358    |   |  |              | 1,133,706 |   |              |   | 1,152,841 |               |  |   | 1,145,882    |   |  |   | 1,148,763 |   |  |   | 1,152,035 |  
|Marketable homes passed                       |  |                                                     | 911,787   |   |              |   | 915,313   |               |  |   | 918,093      |   |  |              | 919,043   |   |              |   | 923,533   |               |  |   | 927,576      |   |  |   | 930,402   |   |  |   | 932,834   |  
|Video connections (1)                         |  |                                                     | 233,006   |   |              |   | 229,026   |               |  |   | 230,405      |   |  |              | 232,777   |   |              |   | 235,332   |               |  |   | 231,050      |   |  |   | 231,186   |   |  |   | 234,008   |  
|Video penetration (2)                         |  |                                                     | 25.6      | % |              |   | 25.0      | %             |  |   | 25.1         | % |  |              | 25.3      | % |              |   | 25.5      | %             |  |   | 24.9         | % |  |   | 24.8      | % |  |   | 25.1      | %
|Digital video connections                     |  |                                                     | 114,137   |   |              |   | 110,559   |               |  |   | 110,961      |   |  |              | 108,999   |   |              |   | 108,735   |               |  |   | 107,110      |   |  |   | 109,511   |   |  |   | 113,128   |  
|Digital penetration of video connections      |  |                                                     | 49.0      | % |              |   | 48.3      | %             |  |   | 48.2         | % |  |              | 46.8      | % |              |   | 46.2      | %             |  |   | 46.4         | % |  |   | 47.4      | % |  |   | 48.3      | %
|Voice connections                             |  |                                                     | 248,694   |   |              |   | 246,381   |               |  |   | 246,143      |   |  |              | 247,182   |   |              |   | 250,795   |               |  |   | 247,711      |   |  |   | 247,457   |   |  |   | 251,047   |  
|Voice penetration (2)                         |  |                                                     | 27.3      | % |              |   | 26.9      | %             |  |   | 26.8         | % |  |              | 26.9      | % |              |   | 27.2      | %             |  |   | 26.7         | % |  |   | 26.6      | % |  |   | 26.9      | %
|Data connections                              |  |                                                     | 187,682   |   |              |   | 188,513   |               |  |   | 192,245      |   |  |              | 196,835   |   |              |   | 202,034   |               |  |   | 200,584      |   |  |   | 203,277   |   |  |   | 208,816   |  
|Data penetration (2)                          |  |                                                     | 20.6      | % |              |   | 20.6      | %             |  |   | 20.9         | % |  |              | 21.4      | % |              |   | 21.9      | %             |  |   | 21.6         | % |  |   | 21.8      | % |  |   | 22.4      | %
|Total connections                             |  |                                                     | 669,382   |   |              |   | 663,920   |               |  |   | 668,793      |   |  |              | 676,794   |   |              |   | 688,161   |               |  |   | 679,345      |   |  |   | 681,920   |   |  |   | 693,871   |  
|Average monthly revenue per connection        |  | $                                                   | 50.52     |   |              | $ | 51.07     |               |  | $ | 51.67        |   |  | $            | 51.25     |   |              | $ | 51.00     |               |  | $ | 52.64        |   |  | $ | 51.96     |   |  | $ | 51.94     |  



|(1) | Video connections include customers who receive analog or digital video services.
|--- | ---------------------------------------------------------------------------------

|(2) | Penetration is measured as a percentage of marketable homes passed.
|--- | -------------------------------------------------------------------

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

Revenues. Operating revenues increased 3.7% from $410.2 million for the year ended December 31, 2008, to $425.6 million for the year ended December 31, 2009. Operating revenues from video services increased 7.4%
from $171.4 million for the year ended December 31, 2008, to $184.0 million for the same period in 2009. Operating revenues from voice services decreased 4.6% from $137.4 million for the year ended December 31, 2008, to
$131.1 million for the same period in 2009. Operating revenues from data services increased 5.5% from $93.5 million for the year ended December 31, 2008, to $98.6 million for the same period in 2009. Operating revenues from other
services increased 49.3% from $7.9 million for the year ended December 31, 2008, to $11.8 million for the same period in 2009.

The increased revenues from video, data and other services are due primarily to an increase in the number of connections, from 676,794 as of December 31, 2008, to 693,871 as of December 31, 2009
and rate increases effective the first quarter of 2009. The additional connections resulted primarily from the Private Cable Company (PCL) acquisition and:



| |  |  | Continued growth in our bundled customers;
| | - |  | ------------------------------------------



| |  |  | Continued strong growth in business sales; and
| | - |  | ----------------------------------------------



| |  |  | Continued penetration in our mature markets.
| | - |  | --------------------------------------------



40



---

##### Table of Contents

##### Index to Financial Statements

We continued to add video connections in 2009 as the popularity of additional services and
products such as DVRs and high-definition televisions continued to grow. However, the growth of new video connections has slowed over time relative to our other services as our video segment matures in our current markets. While the number of
new video connections may grow at a declining rate, we believe that new products and new technology, such as additional high-definition channels and video on demand, will continue to fuel growth. New voice and data connections are expected to
increase as we continue our sales and marketing efforts directed at selling customers our bundled service offerings. Further, business customers primarily take voice and data services, with relatively smaller amounts of video products. On the other
hand, we believe some of our phone customers, especially customers who are only taking our voice product, are moving to alternative voice products (e.g., mobile phones). As a result of these various factors, we expect that data and voice will
represent a higher percentage of our total connections in the future, and that our data connections will grow the fastest and voice connections will benefit from our growing commercial business.

Direct costs. Direct costs increased 7.4% from $123.7 million for the year ended December 31, 2008, to $132.9 million
for the year ended December 31, 2009. Direct costs of services for video services increased 5.8% from $90.3 million for the year ended December 31, 2008, to $95.6 million for the same period in 2009. Direct costs of services for voice
services increased 8.5% from $21.5 million for the year ended December 31, 2008, to $23.4 million for the same period in 2009. Direct costs of services for data services increased 29.5% from $5.5 million for the year ended
December 31, 2008, to $7.1 million for the same period in 2009. Direct costs of services for other services increased 90.0% from $1.4 million for the year ended December 31, 2008, to $2.7 million for the same period in 2009. Pole
attachment and other network rental expenses decreased 16.3% from $4.8 million for the year ended December 31, 2008, to $4.1 million for the same period in 2009. We expect our direct costs to increase as we add more connections. In addition,
the increase in direct costs of video services is also due to higher programming costs, which have been increasing over the last several years on an aggregate basis due to an increase in subscribers and on a per subscriber basis due to an increase
in costs per program channel. Further, local commercial television broadcast stations are charging retransmission fees beginning in 2009, similar to fees charged by other program providers. Our direct cost of video services increased about $3.3
million for these additional costs in 2009, with annual percentage increases hereafter similar to our other cable programming costs. We expect this trend to continue and may not be able to pass these higher costs on to customers because of
competitive factors, which could adversely affect our cash flow and gross profit. We expect increases in voice, data and other costs of services with the additions of leased facilities used to backhaul our traffic to our switching facilities as
connections and data capacity requirements increase.

Selling, general and administrative. Our selling, general and
administrative decreased 0.9% from $156.4 million for the year ended December 31, 2008, to $154.9 million for the year ended December 31, 2009. The decrease in our operating costs, included in selling, general and administrative
included decreases in fuel expense, billing, installation costs, supplies, travel, and pole attachment rent, that were partially offset by increases in professional services, personnel cost, insurance expense, and bad debt expense. Our non-cash
stock option compensation expense, included in selling, general and administrative, increased from $4.6 million for the year ended December 31, 2008, to $6.2 million for the year ended December 31, 2009.

Depreciation and amortization.Our depreciation and amortization decreased from $95.4 million for the year ended
December 31, 2008, to $90.7 million for the year ended December 31, 2009, primarily due to the maturing of our asset base.

Debt modification fees.In 2009, we recorded $3.4 million of expense related to the modification of the debt under the Credit Agreement in accordance with the terms of Amendment No. 2, which
provides for the extension of the maturity date of an aggregate $397 million of term loans by two years to 2014.

Interest
income.Although the cash and certificate of deposit balances were higher in 2009 than in 2008, interest income was $746,000 for the year ended December 31, 2008, compared to $656,000 for the same period in 2009. The decrease in interest
income primarily reflects a lower rate of earnings on the cash and cash equivalent balance during the year ended December 31, 2009.



41



---

##### Table of Contents

##### Index to Financial Statements

Interest expense. Interest expense decreased from $47.3 million for the year ended
December 31, 2008, to $41.6 million for the year ended December 31, 2009. The decrease in interest expense is primarily a result of the decline in interest rates on our long term debt.

Loss on interest rate derivative instrument. Our loss on interest rate derivative instruments was $6.2 million for the year ended
December 31, 2009. As discussed in the Notes to the Financial Statements, the Company no longer qualifies to use hedge accounting for our interest rate swaps on our debt and we recorded $18.3 million in amortization of deferred loss associated
with these derivative instruments for the year ended December 31, 2009. A gain of $12.1 million was recorded on the value of the interest rate swaps for the year ended December 31, 2009 as a result of the decrease in the market value of
the liability representing the derivative instruments.

Loss on investmentsWe recorded a loss of $353,000 for the
impairment of our investment in Grande Communications for the year ended December 31, 2009. This investment is now recorded on our books as Rio Holdings. During 2009, the ownership of Grande was reorganized to form a new operating LLC, called
Grande Communications Networks, LLC. Upon reorganization, all existing shareholders in Grande, including Knology, were combined to form the new Rio Holdings, Inc. Rio Holdings owns 24.7% class A general partnership units in the newly formed Grande
Investment, L.P., which through a holding company owns 100% of Grande Communications Networks, LLC.

Other income
(expense), net. Other income (expense), net decreased from expense of $367,000 for the year ended December 31, 2008, to income of $479,000 for the year ended December 31, 2009, primarily due to the disposition of property, plant and
equipment.

Income tax provision. We recorded no income tax provision for the years ended December 31, 2008 and
2009, respectively, as our net operating losses are fully offset by a valuation allowance.

Loss from continuing
operations. We incurred a loss before discontinued operations of $12.1 million for the year ended December 31, 2008, compared to a loss before discontinued operations of $3.4 million for the year ended December 31, 2009.

Net loss attributable to common stockholders. We incurred a net loss attributable to common stockholders of $12.1
million and $3.4 million for the years ended December 31, 2008 and 2009, respectively. We expect to have net income as our business matures.

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Revenues. Operating
revenues increased 18.0% from $347.7 million for the year ended December 31, 2007, to $410.2 million for the year ended December 31, 2008. Operating revenues from video services increased 17.1% from $146.5 million for the
year ended December 31, 2007, to $171.4 million for the same period in 2008. Operating revenues from voice services increased 17.1% from $117.3 million for the year ended December 31, 2007, to $137.4 million for the same period
in 2008. Operating revenues from data services increased 18.3% from $79.0 million for the year ended December 31, 2007, to $93.5 million for the same period in 2008. Operating revenues from other services increased 61.9% from
$4.9 million for the year ended December 31, 2007, to $7.9 million for the same period in 2008.

The increased
revenues from video, voice, data and other services are due primarily to an increase in the number of connections, from 640,567 as of December 31, 2007, to 676,794 as of December 31, 2008 and rate increases effective the first quarter of
2008. The additional connections resulted primarily from the Graceba acquisition and:



| |  |  | Continued growth in our bundled customers;
| | - |  | ------------------------------------------



| |  |  | Continued strong growth in business sales; and
| | - |  | ----------------------------------------------



| |  |  | Continued penetration in our mature markets.
| | - |  | --------------------------------------------



42



---

##### Table of Contents

##### Index to Financial Statements

We continued to add video connections in 2008 as the popularity of additional services and
products such as DVRs and high-definition televisions continued to grow. However, the growth of new video connections has slowed over time relative to our other services as our video segment matures in our current markets. While the number of
new video connections may grow at a declining rate, we believe that new products and new technology, such as additional high-definition channels and video on demand, will continue to fuel growth. New voice and data connections are expected to
increase as we continue our sales and marketing efforts directed at selling customers our bundled service offerings. Further, business customers primarily take voice and data services, with relatively smaller amounts of video products. On the other
hand, we believe some of our phone customers, especially customers who are only taking our voice product, are moving to alternative voice products (e.g., mobile phones). As a result of these various factors, we expect that data and voice will
represent a higher percentage of our total connections in the future, and that our data connections will grow the fastest and voice connections will benefit from our growing commercial business.

Direct costs. Direct costs increased 18.8% from $104.1 million for the year ended December 31, 2007, to $123.7 million
for the year ended December 31, 2008. Direct costs of services for video services increased 18.6% from $76.2 million for the year ended December 31, 2007, to $90.3 million for the same period in 2008. Direct costs of services for
voice services increased 16.2% from $18.5 million for the year ended December 31, 2007, to $21.5 million for the same period in 2008. Direct costs of services for data services increased 55.5% from $3.5 million for the year ended
December 31, 2007, to $5.5 million for the same period in 2008. Direct costs of services for other services increased 76.1% from $808,000 for the year ended December 31, 2007, to $1.4 million for the same period in 2008. Pole
attachment and other network rental expenses decreased 3.0% from $5.0 million for the year ended December 31, 2007, to $4.8 million for the same period in 2008. The increase in direct costs was primarily from the acquisition of Graceba. We
expect our direct costs to increase as we add more connections. In addition, the increase in direct costs of video services is also due to higher programming costs, which have been increasing over the last several years on an aggregate basis due to
an increase in subscribers and on a per subscriber basis due to an increase in costs per program channel.

Selling, general
and administrative. Our selling, general and administrative increased 10.7% from $141.3 million for the year ended December 31, 2007, to $156.4 million for the year ended December 31, 2008. The increase in our operating costs,
included in selling, general and administrative, is consistent with our acquisition of Graceba and growth in connections and customers in 2008, and included increases in personnel cost, fuel and utility expense, sales and marketing, billing, taxes,
repair and maintenance expense, and bad debt expenses, that were partially offset by reductions in insurance expense. We incurred one time charges of $654,000 for the year ended December 31, 2007 related to travel and other PrairieWave
integration costs. Our non-cash stock option compensation expense, included in selling, general and administrative, increased from $2.8 million for the year ended December 31, 2007, to $4.6 million for the year ended December 31,
2008.

Depreciation and amortization.Our depreciation and amortization increased from $85.8 million for the year
ended December 31, 2007, to $95.4 million for the year ended December 31, 2008, primarily due to the Graceba acquisition.

Capital markets activity. Our capital markets activities were $219,000 for the year ended December 31, 2007. The capital market activities in 2007 were primarily one time charges related to
due diligence performed on potential acquisitions.

Loss on debt extinguishment.In 2007, we recorded a loss of $27.4
million on the early extinguishment of debt related to the prepayment penalty payment and write-off of debt issuance costs for the existing credit facilities.

Interest income.Although the cash balances were higher in 2008 than in 2007, interest income was $784,000 for the year ended December 31, 2007, compared to $746,000 for the same period in
2008. The decrease in interest income primarily reflects a lower rate of earnings on the cash and cash equivalent balance during the year ended December 31, 2008.



43



---

##### Table of Contents

##### Index to Financial Statements

Interest expense. Interest expense increased from $41.4 million for the year ended
December 31, 2007, to $47.3 million for the year ended December 31, 2008. The increase in interest expense is primarily a result of the additional borrowing on our term loan for the Graceba acquisition.

Loss on interest rate derivative instrument. Our loss on interest rate derivative instrument was $758,000 for the year ended
December 31, 2007. We paid $1.3 million for a hedge instrument, which became effective July 29, 2005 and was scheduled to terminate July 29, 2008. We terminated this agreement on April 18, 2007 for cash proceeds of $716,000 in
connection with our entry into a new hedge agreement with a notional amount of $555 million. See Note 2 (Summary of Significant Accounting PoliciesDerivative Financial Instruments) to our consolidated financial statements included elsewhere in
this annual report. There was no gain (loss) on interest rate derivative instrument during 2008.

Loss on adjustment of
warrants to market.During 2007, we adjusted the carrying value of the outstanding warrants to purchase our common stock to market value based on the published market per share value of our common stock. The warrants to purchase shares of common
stock for an exercise price of $0.10 per share expired October 22, 2007. The published market per share value of our common stock on October 22, 2007 was $16.73 resulting in a $337,000 loss on the adjustment of warrants to market value,
offset by a gain of $75,000 on forfeited warrants, resulting in a loss of $262,000 on the adjustment of warrants.

Other
income (expense), net. Other income (expense), net decreased from expense of $53,000 for the year ended December 31, 2007, to expense of $367,000 for the year ended December 31, 2008, primarily due to the disposition of property, plant
and equipment.

Income tax provision. We recorded no income tax provision for the years ended December 31, 2007
and 2008, respectively, as our net operating losses are fully offset by a valuation allowance.

Loss from continuing
operations. We incurred a loss before discontinued operations of $52.8 million for the year ended December 31, 2007, compared to a loss before discontinued operations of $12.1 million for the year ended December 31, 2008.

Income from discontinued operations.On September 7, 2007, we sold our telephone directory business to
Yellow Book USA for $8.6 million. This business was included in the April 2007 acquisition of PrairieWave. After recording transactions costs of $139,000 and writing off net assets of $210,000, the company recorded a gain of $8.3
million. The net income from the directory business for the year ended December 31, 2007 was $612,000 and is also presented in income from discontinued operations.

Net loss attributable to common stockholders. We incurred a net loss attributable to common stockholders of $43.9 million and $12.1 million for the years ended December 31, 2007 and
2008, respectively. We expect to have net income as our business matures.

Liquidity and Capital Resources

Overview. As of December 31, 2009, we had approximately $79.8 million of cash, cash equivalents, restricted cash, and
certificates of deposit on our balance sheet. Our net working capital on December 31, 2009 was $26.2 million, compared to net working capital of $25.7 million as of December 31, 2008.

Our financial condition has been significantly influenced by positive cash flow from operations and changes in our debt capital structure.
On March 14, 2007, the Company entered into the Credit Agreement, which provides for a $580.0 million credit facility, consisting of a $555.0 million term loan and a $25.0 million revolving credit facility. On April 3, 2007, the Company
received the proceeds of the term loan to fund the PrairieWave acquisition purchase price, refinance the Companys first and second lien credit agreements, and pay transaction costs associated with the transactions. Prior to Amendment
No. 2 discussed below, the $555.0



44



---

##### Table of Contents

##### Index to Financial Statements

million term loan bears interest at LIBOR plus 2.25% and amortizes at a rate of 1.0% per annum, payable quarterly, with a June 30, 2012 maturity date. As of December 31, 2009,
$160.6 million is outstanding under the term loan, and $2.0 million is outstanding under the revolving credit facility as unused letter of credits. On May 3, 2007, the Company entered into a new interest rate swap contract to mitigate interest
rate risk on a notional amount of $555.0 million amortizing at a rate of 1.0% annually. The swap agreement, which became effective May 3, 2007 and ends July 3, 2010, fixes $451.1 million of the floating rate debt at 4.977% as of
December 31, 2009.

On January 4, 2008, the Company entered into a First Amendment to the Credit Agreement, which
provides for a $59.0 million incremental term loan. The proceeds of the incremental term loan were used to fund in part the $75.0 million Graceba acquisition purchase price. Prior to Amendment No. 2 discussed below, the term loan bears interest
at LIBOR plus 2.75% and amortizes at a rate of 1.0% per annum, payable quarterly, with a June 30, 2012 maturity date. As of December 31, 2009, $32.8 million is outstanding under the incremental loan. In December 2007, the Company
entered into a new interest rate swap contract to mitigate interest rate risk on a notional amount of $59.0 million amortizing at a rate of 1.0% annually. The swap agreement, which became effective January 4, 2008, fixes $57.8 million of the
floating rate debt at 3.995% as of December 31, 2009.

On September 28, 2009, the Company entered into Amendment
No. 2 which extends the maturity date of an aggregate $397 million of term loans under the Credit Agreement by two years. The Extended Term Loan bears interest at LIBOR plus 3.50% and amortizes at a rate of 1% per annum, payable quarterly,
with a June 30, 2014 maturity date. Amendment No. 2 also, among other modifications, increases the revolving credit facility to $35.0 million from $25.0 million and allows for an annual, cumulative restricted payment allowance of $10
million for dividends and/or share repurchases utilizing excess cash flow and subject to a maximum leverage test.

The Credit
Agreement is guaranteed by substantially all of the Companys subsidiaries and secured by a first-priority lien and security interest in substantially all of the Companys assets and the assets of its subsidiaries. The Credit Agreement
contains customary representations, warranties, various affirmative and negative covenants and customary events of default. As of December 31, 2009, we are in compliance with all of our debt covenants.

We believe there is adequate liquidity from cash on hand, cash provided from operations and funds available under our $35.0 million
revolving credit facility to meet our capital spending requirements and to execute our current business plan.

Operating,
investing and financing activities. As of December 31, 2009, we had a net working capital of $26.2 million, compared to net working capital of $25.7 million as of December 31, 2008. The increase in the working capital from
December 31, 2008 to December 31, 2009 is primarily due to an increase in certificates of deposit resulting from improved operations and reduced acquisitions activity offset by the maturing interest rate swaps moving to current
liabilities.

Net cash provided by operating activities from continuing operations totaled $57.0 million, $80.0 million
and $104.2 million for the years ended December 31, 2007, 2008 and 2009, respectively, and operating activities from discontinued operations provided net cash of $0.5 million for the year ended December 31, 2007. The net cash flow
activity related to operations consists primarily of changes in operating assets and liabilities and adjustments to net income for non-cash transactions including:



| |  |  | depreciation and amortization;
| | - |  | ------------------------------



| |  |  | loss on debt extinguishment;
| | - |  | ----------------------------



| |  |  | non-cash stock option compensation;
| | - |  | -----------------------------------



| |  |  | accretion of second term lien loan;
| | - |  | -----------------------------------



45



---

##### Table of Contents

##### Index to Financial Statements

| |  |  | non-cash bank loan interest expense;
| | - |  | ------------------------------------



| |  |  | non-cash (gain) loss on interest rate derivative instrument;
| | - |  | ------------------------------------------------------------



| |  |  | non-cash amortization of deferred loss on interest rate derivative instruments;
| | - |  | -------------------------------------------------------------------------------



| |  |  | provision for bad debt;
| | - |  | -----------------------



| |  |  | loss on disposition of assets; and
| | - |  | ----------------------------------



| |  |  | (gain) loss on adjustment of warrants to market.
| | - |  | ------------------------------------------------

Net cash used in investing activities was $293.1 million, $121.5 million and $99.7 million for the years ended December 31, 2007, 2008 and 2009, respectively. Our investing activities in 2007
primarily consisted of $256.2 million purchase of PrairieWave, and $45.8 million of capital expenditures, partially offset by $8.6 million proceeds from sale of discontinued operations. The sale of discontinued operations was a result of the
sale of our telephone directory business to Yellow Book USA for $8.6 million, of which $860,000 was placed in escrow and was paid out in September 2008. In 2008, our investing activities consisted primarily of $75.1 million for the purchase of
Graceba, and $46.3 million of capital expenditures. Our 2009 investing activities included $54.9 million of capital expenditures, $35.1 million for the purchase of certificates of deposit, $7.5 million for the purchase of assets from PCL Cable, and
the investment of $1.5 million in Tower Cloud, Inc.

Net cash provided by financing activities was $270.4 million and
$52.5 million for the years ended December 31, 2007 and 2008, respectively. We used net cash from financing activities of $17.8 million for the year ended December 31, 2009. In 2007, financing activities consisted primarily of $555.0
million proceeds from a first lien term loan, $1.7 million proceeds from stock options exercised and $716,000 proceeds from unwinding an interest rate derivative instrument, partially offset by $273.7 million in principal payments on debt and
$13.3 million of expenditures related to issuance of debt. In 2008, financing activities consisted primarily of $59.0 million proceeds from long term debt and $818,000 proceeds from stock options exercised, partially offset by $7.1 million in
principal payments on debt. During 2009, financing activities consisted primarily of $17.5 million in principal payments on debt, $1.8 million of debt modification expenses, partially offset by $1.5 million of proceeds from stock options exercised.

Capital expenditures, operating expenses and debt service. We spent approximately $54.9 million in capital
expenditures during 2009, of which approximately $27.2 million related to the purchase and installation of customer premise equipment, $8.6 million related to plant extensions and enhancements and $19.1 million related to network equipment,
billing and information systems and other capital items.

We expect to spend approximately $71 million in capital
expenditures during 2010. We believe we will have sufficient cash on hand, certificates of deposit and cash from internally generated cash flow to cover our planned operating expenses, capital expenditures and service our debt during 2010. Although
the covenants on our credit facility limit the amount of our capital expenditures on an annual basis, we believe we have sufficient capacity under those covenants to fund planned capital expenditures.

Although we are currently not engaged in any activity to expand into other markets or make further acquisitions, we will evaluate
acquisition opportunities based on the capital markets and our ability to finance potential transactions on terms attractive to the Company.



46



---

##### Table of Contents

##### Index to Financial Statements

Contractual obligations. The following table sets forth, as of December 31,
2009, our long-term debt, capital leases, operating lease and other obligations for 2010 and thereafter. The long-term debt obligations are our principal payments on cash debt service obligations. Interest is comprised of interest payments on cash
debt service and capital lease obligations. The capital lease obligations are our future lease payments for video on demand equipment, network fiber leasing and other agreements. Operating lease obligations are the future minimum rental payments
required under the operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2009.



|                                      |  |                       |         |                                        |   |                                        |  |                                        |       |                       |   |       |  |   |    
|------------------------------------- |  | --------------------- | ------- | -------------------------------------- | - | -------------------------------------- |  | -------------------------------------- | ----- | --------------------- | - | ----- |  | - | ---
|                                      |  | Payment due by period
|Contractual obligations (in millions) |  | Total                 |         | January 1,2010 throughDecember 31,2010 |   | January 1,2011 throughDecember 31,2012 |  | January 1,2013 throughDecember 31,2014 |       | AfterDecember 31,2014
|Long-term debt obligations            |  | $                     | 590.2   |                                        | $ | 5.9                                    |  | $                                      | 199.5 |                       | $ | 384.8 |  | $ | 0  
|Interest                              |  |                       | 108.2   |                                        |   | 39.3                                   |  |                                        | 46.0  |                       |   | 22.9  |  |   | 0  
|Capital lease obligations             |  |                       | 12.5    |                                        |   | 4.5                                    |  |                                        | 7.6   |                       |   | 0.4   |  |   | 0  
|Operating lease obligations           |  |                       | 19.0    |                                        |   | 4.3                                    |  |                                        | 6.0   |                       |   | 3.7   |  |   | 5.0
|Programming contracts (1)             |  |                       | 310.4   |                                        |   | 95.6                                   |  |                                        | 214.8 |                       |   | 0     |  |   | 0  
|Pole attachment obligations (2)       |  |                       | 13.6    |                                        |   | 4.5                                    |  |                                        | 9.1   |                       |   | 0     |  |   | 0  
|                                      |  |                       |         |                                        |   |                                        |  |                                        |       |                       |   |       |  |   |    
|Total                                 |  | $                     | 1,053.9 |                                        | $ | 154.1                                  |  | $                                      | 483.0 |                       | $ | 411.8 |  | $ | 5.0
|                                      |  |                       |         |                                        |   |                                        |  |                                        |       |                       |   |       |  |   |    



|(1) | We have entered into contracts with various entities to provide programming to be aired by us. We pay a monthly fee for the programming services, generally based on the
number of average video subscribers to the program, although some fees are adjusted based on the total number of video subscribers to the system and/or the system penetration percentage. The amounts presented are based on the estimated number of
connections we will have in future periods through the completion of the current contracts.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Federal law requires utilities, defined to include all local telephone companies and electric utilities except those owned by municipalities and co-operatives, to
provide cable operators and telecommunications carriers with nondiscriminatory access to poles, ducts, conduit and rights-of-way at just and reasonable rates. Utilities may charge telecommunications carriers a different rate for pole attachments
than they charge cable operators providing solely cable service. The amounts presented are based on the estimated number of poles we will attach to in future periods through the completion of the current contracts.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As discussed above, we currently expect to spend about $71 million in capital expenditures in 2010. We expect to fund our contractual
obligations, programming costs, expected capital expenditures and service debt using a portion of the approximately $79.8 million of cash and cash equivalents on hand, and certificates of deposit as of December 31, 2009, with the remainder
funded by cash flow generated by operations. Beyond 2010, we may need to raise additional capital through equity offerings, asset sales or debt refinancing to grow the business through any potential merger and acquisition activity.

Recent Accounting Pronouncements

See Note 2 (Summary of Significant Accounting Policies) for details.



|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

We use interest rate swap and interest rate cap contracts to manage the impact of interest rate changes on earnings and operating cash flows. Interest rate swaps involve the receipt of variable-rate
amounts in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount. Interest rate caps involve the receipt of variable-rate amounts beyond a specified strike price over the life of the
agreements without exchange of the underlying principal amount. We believe that these agreements are with counterparties who are creditworthy financial institutions.



47



---

##### Table of Contents

##### Index to Financial Statements

In July 2005, we entered into an interest rate cap agreement with Credit Suisse First Boston
International with a notional amount of $280 million to cap its adjustable LIBOR rate at 5%, mitigating interest rate risk on the first and second lien term loans. We paid $1.3 million for this cap agreement, which became effective July 29,
2005 and terminated July 29, 2008. We did not designate the cap agreement as an accounting hedge under the proper FASB guidance. Accordingly changes in fair value of the cap agreement were recorded through earnings as derivative gains/(losses).
On April 18, 2007, we unwound our existing interest rate cap agreement for $0.7 million cash proceeds. Gain (loss) on interest rate derivative instrument was $(0.8) million, $0 and $12.1 million for the years ended December 31,
2007, 2008 and 2009, respectively.

On April 18, 2007, we entered into an interest rate swap contract to mitigate
interest rate risk on an initial notional amount of $555 million in connection with the first lien term loan associated with the acquisition of PrairieWave. The swap agreement, which became effective May 3, 2007 and ends July 3, 2010,
fixes $451.1 million at 4.977% as of December 31, 2009.

The hedge notional amount for the next annual period is
summarized below:



|                |  |                 |  |               
|--------------- |  | --------------- |  | --------------
|Start date      |  | End date        |  | Amount        
|October 3, 2009 |  | January 3, 2010 |  | $451.1 million
|January 3, 2010 |  | April 2, 2010   |  | $449.7 million
|April 3, 2010   |  | July 3, 2010    |  | $398.4 million

On December 19, 2007,
the Company entered into a second interest rate swap contract to mitigate interest rate risk on an initial notional amount of $59 million, amortizing 1% annually, in connection with the incremental term loan associated with the acquisition of
Graceba. The swap agreement, which became effective January 4, 2008 and ends September 30, 2010, fixes $57.8 million of the floating rate debt at 3.995% as of December 31, 2009.

The notional amount for the next annual period is summarized below:



|                  |  |                    |  |              
|----------------- |  | ------------------ |  | -------------
|Start date        |  | End date           |  | Amount       
|December 31, 2009 |  | March 30, 2010     |  | $57.8 million
|March 31, 2010    |  | June 29, 2010      |  | $57.7 million
|June 30, 2010     |  | September 30, 2010 |  | $57.5 million

On November 25, 2009,
the Company entered into a third interest rate swap contract to mitigate interest rate risk on an initial notional amount of $400 million. The swap agreement, which does not become effective until July 3, 2010 and ends April 3, 2012, will
fix the scheduled notional amount of the floating rate debt at 1.98%.

The notional amount for the next annual period is
summarized below:



|                |  |                 |  |               
|--------------- |  | --------------- |  | --------------
|Start date      |  | End date        |  | Amount        
|July 3, 2010    |  | October 2, 2010 |  | $400.0 million
|October 3, 2010 |  | January 2, 2011 |  | $398.8 million

Until the
December 31, 2008 reset of the borrowing rate on the $59 million term loan, changes in the fair value of the Companys swap agreements were recorded as Accumulated other comprehensive loss in the equity section of the balance
sheet, and the swap in variable to fixed interest rate was recorded as Interest expense on the statement of operations when the interest was incurred. Starting with the reset of the borrowing rate on December 31, 2008, changes in
the fair value of the interest rate swaps are recorded as Gain (loss) on interest rate derivative instruments in the Other income (expense) section of the statement of operations as they are incurred. The Company recorded a
gain on the change in the fair value of the interest rate swaps in the amount of $12.1 million for the year ended December 31, 2009. All of the remaining balance in Accumulated



48



---

##### Table of Contents

##### Index to Financial Statements

other comprehensive loss in the stockholders equity section of the balance sheet is related to the interest rate swaps, and it is amortized as Amortization of deferred loss on
interest rate swaps on the statement of operations over the remaining life of the derivative instruments. The Company recorded amortization expense related to the deferred loss on interest rate swaps in the amount of $18.3 million for the year
ended December 31, 2009. As of December 31, 2009, there is $10.3 million remaining in accumulated other comprehensive loss to be amortized over the remaining life of the derivative instruments. If the Company chooses 3-month LIBOR on
future loan reset dates to match the rate on the interest rate swaps, then the interest rate swaps may again be eligible for hedge accounting and will be assessed for eligibility at that time.



|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

Item 8 is incorporated by reference to pages F-1 through F-30 of this annual report.



|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

None.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Evaluation of Disclosure Controls and Procedures. Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of December 31, 2009. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of
December 31, 2009, our disclosure controls and procedures are effective.

Evaluation of Internal Control over
Financial Reporting.Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we have included a report on managements assessment of the design and effectiveness of our internal control over financial reporting as part of this
Annual Report on Form 10-K for the year ended December 31, 2009. Our independent registered public accounting firm also audited, and reported on the effectiveness of our internal control over financial reporting. Managements report
is included below under the caption Managements Report on Internal Control over Financial Reporting and the independent registered public accounting firms attestation report is included below under the caption Report of
Independent Registered Public Accounting Firm on Internal Control over Financial Reporting.

Changes in Internal
Control over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2009 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.



49



---

##### Table of Contents

##### Index to Financial Statements

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting as of December 31, 2009 based on the framework in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that
evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2009.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.

The effectiveness of our internal control over financial reporting as of
December 31, 2009 has been audited by BDO Seidman, LLP, an independent registered public accounting firm, as stated in their report which is included elsewhere herein.

Date: March 15, 2010



|                         |  |  |  |                        
|------------------------ |  |  |  | -----------------------
|/s/    RODGER L.
JOHNSON |  |  |  | /s/    M. TODD
HOLT    
|Rodger L. Johnson        |  |  |  | M. Todd Holt           
|Chief Executive Officer  |  |  |  | Chief Financial Officer



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

None.



50



---

##### Table of Contents

##### Index to Financial Statements

Report of Independent Registered Public Accounting Firm on
Internal Control over Financial Reporting

Board of Directors and Stockholders

Knology, Inc.

West Point, Georgia

We have audited Knology, Inc.s internal control over financial reporting as of December 31, 2009, based on criteria established
in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Knology Inc.s management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Managements Report on Internal Control Over Financial Reporting. Our responsibility is to
express an opinion on the companys internal control over financial reporting based on our audit.

We conducted our audit
in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

In our opinion, Knology, Inc. maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2009, based on the COSO criteria.

We also have audited, in accordance with the
standards of the Public Company Accounting Oversight Board (United States), the related consolidated balance sheets of Knology, Inc. as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders
deficit, and cash flows for each of the three years in the period ended December 31, 2009 and our report dated March 15, 2010 expressed an unqualified opinion.

/s/ BDO Seidman, LLP

Atlanta, Georgia

March 15, 2010



51



---

##### Table of Contents

##### Index to Financial Statements

PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

The following table sets forth information regarding our officers and directors. Our board of directors is divided among three classes, with members serving three-year terms expiring in the years
indicated. Our officers serve at the discretion of the board of directors and until the earlier of their resignation, termination or until their successors are duly elected and qualified.



|                             |  |     |  |                                                           |  |                   
|---------------------------- |  | --- |  | --------------------------------------------------------- |  | ------------------
|Name                         |  | Age |  | Position                                                  |  | CurrentTermExpires
|Rodger L. Johnson            |  | 62  |  | Chief Executive Officer and Chairman of the Board         |  | 2011              
|M. Todd Holt                 |  | 42  |  | President and Chief Financial Officer                     |  |                   
|Bret T. McCants              |  | 50  |  | Executive Vice President of Operations                    |  |                   
|John Treece                  |  | 40  |  | Vice President of Engineering and Chief Technical Officer |  |                   
|Chad S. Wachter              |  | 43  |  | Vice President, General Counsel and Secretary             |  |                   
|Alan A. Burgess (1)          |  | 74  |  | Director                                                  |  | 2012              
|Donald W. Burton (2)         |  | 67  |  | Director                                                  |  | 2010              
|Eugene I. Davis (1)(3)       |  | 56  |  | Director                                                  |  | 2011              
|O. Gene Gabbard (1)(2)       |  | 69  |  | Director                                                  |  | 2012              
|Campbell B. Lanier, III      |  | 59  |  | Lead Director                                             |  | 2011              
|William H. Scott, III (2)(3) |  | 62  |  | Director                                                  |  | 2010              



|(1) | Member of the audit committee.
|--- | ------------------------------

|(2) | Member of the compensation and stock option committee.
|--- | ------------------------------------------------------

|(3) | Member of the nominating committee.
|--- | -----------------------------------

Provided below are biographies of each of the officers and directors listed in the table above.

Rodger L.
Johnson was appointed Chairman of the Board in July 2008 and continues as Chief Executive Officer, a position he has held since June 1999. Mr. Johnson had served as President from April 1999 to July 2008 and has served as a director since
April 1999. Prior to joining us, Mr. Johnson had served as President and Chief Executive Officer, as well as a director, of Communications Central, Inc., a publicly traded provider of pay telephone services. Prior to joining Communications
Central, Mr. Johnson served as the President and Chief Executive Officer of JKC Holdings, Inc., a consulting company providing advice to the information processing industry. In that capacity, Mr. Johnson also served as the Chief Operating
Officer of CareCentric, Inc., a publicly traded medical software manufacturer. Before founding JKC Holdings, Inc., Mr. Johnson served for approximately eight years as the President and Chief Operating Officer and as the President and Chief
Executive Officer of Firstwave Technologies, Inc., a publicly traded sales and marketing software provider. Mr. Johnson spent his early career from June 1971 to November 1984 with AT&T where he worked in numerous departments, including
sales, marketing, engineering, operations and human resources. In his final job at AT&T, he directed the development of consumer market sales strategies for AT&Ts Northeastern Region.

Todd Holt has served as our President since July 2008. He has also served as Chief Financial Officer since April 2009, having
previously served in that position from August 2005 to July 2008. Mr. Holt was Knologys Corporate Controller from January 1998 to July 2005. Mr. Holt is a member of the American Institute of Certified Public Accountants and
previously practiced public accounting as an audit manager with Ernst & Young.

Bret T. McCants has served as
our Executive Vice President of Operations since July 2008 and served as our Senior Vice President of Operations from December 2004 to July 2008. From April 1997 to December 2004, Mr. McCants served as our Vice President of Network Services.
Prior to joining Knology, Mr. McCants served



52



---

##### Table of Contents

##### Index to Financial Statements

as Director of Operations and Energy Management for CSW Communications. Mr. McCants has extensive experience in two-way customer controlled load management equipment and their facilitating
networks. He has over twelve years of experience in operations, sales and marketing and engineering with the electric utility industry.

John Treecehas served as our Vice President of Engineering and Chief Technical Officer since joining Knology in August 2009. Mr. Treece oversees our technology strategy for IP infrastructure,
managing the direction of network operations, engineering, and information technology. From 2007 to 2009, Mr. Treece held the position of Vice President of Network Engineering for Comcasts Southern Division. From 2005 to 2007,
Mr. Treece held the position of Director of Business Development with Juniper Networks. From 1999 to 2005, Mr. Treece held various positions with Comcast Corporation. Prior to that time, Mr. Treece also worked for Viacom and
InterMedia Partners.

Chad S. Wachter has served as our Vice President since October 1999 and as General Counsel
and Secretary since August 1998. From April 1997 to August 1998, Mr. Wachter served as Assistant General Counsel of Powertel, Inc., which was a provider of wireless communications services. From May 1990 until
April 1997, Mr. Wachter was an associate and then a partner with Capell, Howard, Knabe & Cobbs, P.A. in Montgomery, Alabama.

Alan A. Burgess has been one of our directors since January 1999. From 1967 until his retirement in 1997, Mr. Burgess was a partner with Accenture (formerly Andersen
Consulting). Over his 30-year career he held a number of positions with Accenture, including Managing Partner of Regulated Industries from 1974 to 1989. In 1989, he assumed the role of Managing Partner of the Communications Industry Group. In
addition, he served on Accentures Global Management council and was a member of the Partner Income Committee.

Donald W. Burton has been one of our directors since January 1996. Since December 1983, he has served as Managing General Partner of South Atlantic Venture Funds. Mr. Burton also has been the General Partner of the
Burton partnerships since October 1979. Since January 1981, he has served as President and Chairman of South Atlantic Capital Corporation. Mr. Burton is a director of Capital Southwest Corporation and serves as an independent director
on the BlackRock Equity Bond Board.

Eugene I. Davis has been one of our directors since November 2002.
Mr. Davis is Chairman and Chief Executive Officer of Pirinate Consulting Group, LLC, a privately held consulting firm, and of RBX Industries, Inc., a manufacturer and distributor of rubber and plastic products. From May 1999 to
June 2001, he served as Chief Executive Officer of SmarTalk Teleservices Corp., an independent provider of prepaid calling cards. Mr. Davis was Chief Operating Officer of Total-Tel Communications, Inc., a long-distance telecommunications
provider from October 1998 to March 1999. Mr. Davis currently serves as the chairman of the board of Atlas Air Worldwide Holdings, Inc. In addition, during the past five years, Mr. Davis has held directorship positions with the
following public companies: American Commercial Lines Inc., Exide Technologies, iPCS, Inc., Oglebay Norton Industrial Sands, Inc., Tipperary Corporation, Viskase Companies, Inc., McLeod Communications, Granite Broadcasting Corporation, Footstar
Corporation, PRG-Schultz International, Inc., Silicon Graphics International Corp., SeraCare Life Sciences, Inc., FXI-Foamex Innovations, Ion Media Networks, Inc., Delta Airlines, Inc., Atari, Inc., Solutia Inc., Media General, Inc., Rural/Metro
Corporation, TerreStar Corporation, Spectrum Brands, Inc., Ambassadors International, Inc., and DEX One Corporation.

O.
Gene Gabbardhas been one of our directors since September 2003. Mr. Gabbard has worked independently as an entrepreneur and consultant since February 1993. From August 1990 to January 1993, Mr. Gabbard served as Executive Vice
President and Chief Financial Officer of MCI Communications Corporation. Mr. Gabbard also served from June 1998 to June 2002 as Chairman of the Board of ClearSource, Inc., a provider of broadband communications services. In January 2005,
Mr. Gabbard was appointed to the Board of Directors of COLT Telecom Group, SA, Luxembourg, a provider of telecommunications service to businesses throughout Europe. Since June 2006, he has also been a member of the board and audit committee of



53



---

##### Table of Contents

##### Index to Financial Statements

Hughes Communications, Inc., Germantown, Maryland, the leading provider of satellite based data communications systems and services. He is currently a Special Limited Partner in Ballast Point
Ventures, a venture capital fund based in St. Petersburg, Florida.

Campbell B. Lanier, III has been one of our
directors since November 1995 and served as Chairman of the Board from September 1998 until July 2008, when he was designated as our Lead Director. Since May 2003, Mr. Lanier has served as Chairman and Chief Executive Officer of
Magnolia Holding Company, LLC and Chairman of ITC Holding Company, LLC. Magnolia is a major shareholder in a promotional goods business, and a minor shareholder in Interactive Communications, Inc. (InComm), a provider of stored value card services,
prepaid telephony, and other prepaid products. Mr. Lanier serves on the Board of Directors of InComm. ITC provides early stage funding for businesses in technology, telecom, and financial services. Mr. Lanier served as Chairman of the
Board and Chief Executive Officer of ITC Holding Company, Inc. from its inception in May 1989 until its sale to West Corporation in May 2003. During this period, Mr. Lanier was also an officer and director of several subsidiaries of ITC
Holding, Inc. In conjunction with the sale of ITC Holding Company, Inc. to West Corporation, the ITC Holding Company name was transferred to an entity owned by Mr. Lanier, and continues to operate currently as ITC Holding Company, LLC (noted
above). In addition, since January 2008 Mr. Lanier has served as Manager of the General Partner of ITC Partners Fund I, LP, a private investment fund targeting primarily early stage technology companies. Mr. Lanier has also served as a
Managing Director of South Atlantic Private Equity Fund, IV, Limited Partnership since July 1997, and as a Senior Director of Kinetic Ventures, LLC since January 2009.

William H. Scott, III has been one of our directors since November 1995. He served as President of ITC Holding Company, Inc. from December 1991 and was a director of that company until
its sale in May 2003. Mr. Scott is a private investor in and serves as a director of several private companies.

The
remaining information required by this Item 10 will be contained in our definitive proxy statement for our 2009 Annual Meeting of Stockholders to be filed with the SEC (the Proxy Statement) in the sections entitled Information About Our
Executive Officers, Directors and Nominees, Meetings and Committees of the Board, Section 16(a) Beneficial Ownership Reporting Compliance and possibly elsewhere therein, and such information is incorporated in this
Annual Report on Form 10-K by this reference.

We have adopted a code of ethics that applies to our employees, officers and
directors, including our chief executive officer, chief financial officer, principal accounting officer and controller. This code of ethics is posted on our website located at www.knology.com. The code of ethics may be found as follows: from our
main web page, first click on Corporate Information and then on About Us at the top of the page and then on Investors. Next, click on Corporate Governance. Finally, click on Standards of
Conduct. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our website, at the address and location
specified above.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

The information required by this Item 11 will be contained in the sections entitled Executive Compensation, Compensation Committee Interlocks and Insider Participation and Meetings and Committees of the
Board of our 2010 Proxy Statement and possibly elsewhere therein, and such information is incorporated in this Annual Report on Form 10-K by this reference.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

The information required by this Item 12 will be contained in the section entitled Principal Stockholders of our 2010 Proxy
Statement and possibly elsewhere therein, and such information is incorporated in this Annual Report on Form 10-K by this reference.



54



---

##### Table of Contents

##### Index to Financial Statements

|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

The information required by this Item 13 will be contained in the section entitled Transactions with Related Persons of our
2010 Proxy Statement and possibly elsewhere therein, and such information is incorporated in this Annual Report on Form 10-K by this reference.



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

The information required by this Item 14 will be contained in the section entitled Fees Paid to Independent Registered Public Accounting Firms of our 2010 Proxy Statement and possibly
elsewhere therein, and such information is incorporated in this Annual Report on Form 10-K by this reference.



55



---

##### Table of Contents

##### Index to Financial Statements

PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

(a)(1) The following Consolidated Financial Statements of the Company and independent auditors reports are included in Item 8 of this Annual Report on Form 10-K.

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting.

Report of Independent Registered Public Accounting Firm.

Consolidated Balance Sheets as of December 31, 2008 and 2009.

Consolidated
Statements of Operations for the Years Ended December 31, 2007, 2008 and 2009.

Consolidated Statements of
Stockholders Equity for the Years Ended December 31, 2007, 2008 and 2009.

Consolidated Statements of Cash Flows for
the Years Ended December 31, 2007, 2008 and 2009.

Notes to Consolidated Financial Statements.

(a)(2) All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission either
have been included in the Consolidated Financial Statements of the Company or the notes thereto, are not required under the related instructions or are inapplicable, and therefore have been omitted.

(a)(3) The following exhibits are either provided with this Form 10-K or are incorporated herein by reference:



|            |  |                                                                                                                                                                                                                                                                                                                                                                                         
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                     
|2.1         |  | Agreement and Plan of Merger, dated January 8, 2007, among Knology, Inc., PrairieWave Holdings, Ins., Knology Acquisition Sub, Inc., ALTA Communications VIII, L.P. and certain
equity holders of PrairieWave Holdings, Inc. (Incorporated herein by reference to Exhibit 2.1 to Knology, Inc.s Quarterly Report on Form 10-Q for the period ended March 31, 2007(File No. 000-32647)).
|            | 
|2.2         |  | Share Purchase Agreement, dated November 2, 2007, by and among Graceba Total Communications, Inc., C. Christopher Dupree, Knology, Inc. and Knology of Alabama, Inc. (Incorporated
herein by reference to Exhibit 2.2 to Knology, Inc.s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 000-32647)).                                                         
|            | 
|3.1         |  | Amended and Restated Certificate of Incorporation of Knology, Inc. (Incorporated herein by reference to Exhibit 3.1 to Knology, Inc.s Quarterly Report Form 10-Q for
the period ended June 30, 2004 (File No. 000-32647)).                                                                                                                                                             
|            | 
|3.2         |  | Certificate of Designations of Powers, Preferences, Rights, Qualifications, Limitations and Restrictions of Series X Junior Participating Preferred Stock of Knology, Inc.
(Incorporated herein by reference to Exhibit 3.1 to Knology, Inc.s Current Report on Form 8-K filed July 29, 2005 (File No. 000-32647)).                                                                    
|            | 
|3.3         |  | Bylaws of Knology, Inc. (Incorporated herein by reference to Exhibit 3.2 to Knology, Inc. Registration Statement on Form S-1 (File No. 333-89179)).                                                                                                                                                                                                                                     
|            | 
|4.1         |  | Stockholder Protection Rights Agreement, dated as of July 27, 2005, by and between Knology, Inc. and Wachovia Bank, N.A., acting as Rights Agent (which includes as Exhibit A thereto
the Form of Rights Certificate) (Incorporated herein by reference to Exhibit 4.1 to Knology, Inc.s Current Report on Form 8-K filed July 29, 2005 (File No. 000-32647)).                         



56



---

##### Table of Contents

##### Index to Financial Statements

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                               
|10.1.1      |  | Stockholders Agreement dated February 7, 2000 among Knology, Inc., certain holders of the Series A preferred stock, the holders of Series B Preferred stock, certain
management holders and certain additional stockholders (Incorporated herein by reference to Exhibit 10.84 to Knology, Inc.s Post-Effective Amendment No. 2 to Form S-1 (File No. 333-89179)).                                                               
|            | 
|10.1.2      |  | Amendment No. 1 to Stockholders Agreement, dated as of February 7, 2000, by and among Knology, Inc. and the other signatories thereto, dated as of January 12, 2001,
by and among Knology, Inc. and the other signatories thereto (Incorporated herein by reference to Exhibit 10.2 to Knology, Inc.s Current Report on Form 8-K filed January 26, 2001 (File No. 000-32647)).                                                   
|            | 
|10.1.3      |  | Amendment No. 2 to Stockholders Agreement, dated as of February 7, 2000, by and among Knology, Inc. and the other signatories thereto, as amended as of January 12,
2001, dated as of October 18, 2002, by and among Knology, Inc. and the other signatories thereto (Incorporated herein by reference to Exhibit 10.1.3 to Knology, Inc.s Annual Report on Form 10-K for the year ended
December 31, 2002 (File No. 000-32647)).
|            | 
|10.2        |  | Lease, dated June 1, 2003 by and between D. L. Jordan, L.L.P. Family Partnership and Knology, Inc. (Incorporated herein by reference to Exhibit 10.62 to Knology,
Inc.s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 000-32647)).                                                                                                                                                                   
|            | 
|10.3        |  | Pole Attachment Agreement dated January 1, 1998 by and between Gulf Power Company and Beach Cable, Inc. (Incorporated herein by reference to Exhibit 10.7 to Knology
Broadband, Inc.s Registration Statement on Form S-4 (File No. 333-43339)).                                                                                                                                                                                  
|            | 
|10.4        |  | Telecommunications Facility Lease and Capacity Agreement, dated September 10, 1996, by and between Troup EMC Communications, Inc. and Cybernet Holding, Inc. (Incorporated
herein by reference to Exhibit 10.16 to Knology Broadband, Inc.s Registration Statement on Form S-4(File No. 333-43339)).                                                                                                                             
|            | 
|10.5        |  | Master Pole Attachment agreement dated January 12, 1998 by and between South Carolina Electric and Gas and Knology Holdings, Inc. d/b/a/ Knology of Charleston (Incorporated
herein by reference to Exhibit 10.17 to Knology Broadband, Inc.s Registration Statement on Form S-4(File No. 333-43339)).                                                                                                                           
|            | 
|10.6        |  | Lease Agreement, dated December 5, 1997 by and between The Hilton Company and Knology of Panama City, Inc. (Incorporated herein by reference to Exhibit 10.25 to Knology
Broadband, Inc.s Registration Statement on Form S-4 (File No. 333-43339)).                                                                                                                                                                              
|            | 
|10.7        |  | Certificate of Membership with National Cable Television Cooperative, dated January 29, 1996, of Cybernet Holding, Inc. (Incorporated herein by reference to Exhibit 10.34
to Knology Broadband, Inc.s Registration Statement on Form S-4 (File No. 333-43339)).                                                                                                                                                                 
|            | 
|10.8        |  | Ordinance No. 99-16 effective March 16, 1999 between Columbus consolidated Government and Knology of Columbus Inc.
(Incorporated herein by reference to Exhibit 10.18 to Knology Broadband, Inc.s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 333-43339)).                                                                                                                                         
|            | 
|10.9        |  | Ordinance No. 16-90 (Montgomery, Alabama) dated March 6, 1990 (Incorporated herein by reference to Exhibit 10.44 to Knology Broadband, Inc.s Registration Statement
on Form S-4(File No. 333-43339)).                                                                                                                                                                                                                            
|            | 
|10.10       |  | Ordinance No. 50-76 (Montgomery, Alabama) (Incorporated herein by reference to Exhibit 10.45 to Knology Broadband, Inc.s Registration Statement on Form S-4
(File No. 333-43339)).                                                                                                                                                                                                                                               
|            | 
|10.11       |  | Ordinance No. 9-90 (Montgomery, Alabama) dated January 16, 1990 (Incorporated herein by reference to Exhibit 10.45.1 to Knology Broadband, Inc.s Registration
Statement on Form S-4 (File No. 333-43339)).                                                                                                                                                                                                                       



57



---

##### Table of Contents

##### Index to Financial Statements

|            |  |                                                                                                                                                                                                                                                                                                                                     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                 
|10.12       |  | Resolution No. 58-95 (Montgomery, Alabama) dated April 6, 1995 (Incorporated herein by reference to Exhibit 10.46 to Knology Broadband, Inc.s Registration Statement
on Form S-4(File No. 333-43339)).                                                                                                                             
|            | 
|10.13       |  | Ordinance No. 78-2007 (Montgomery, Alabama), dated November 5, 2007 (Incorporated herein by reference to Exhibit 10.13 to Knology, Inc.s Annual Report on Form 10-K for the
year ended December 31, 2007 (File No. 000-32647)).                                                                                                    
|            | 
|10.14       |  | Resolution No. 97-22 (Panama City Beach, Florida) dated December 3, 1997 (Incorporated herein by reference to Exhibit 10.49 to Knology Broadband, Inc.s
Registration Statement on Form S-4 (File No. 333-43339)).                                                                                                                  
|            | 
|10.15       |  | Ordinance No. 5999 (Augusta, Georgia) dated January 20, 1998 (Incorporated herein by reference to Exhibit 10.53 to Knology Broadband, Inc.s Annual Report on
Form 10-K for the year ended December 31, 1997 (File No. 333-43339)).                                                                                                 
|            | 
|10.16       |  | Ordinance No. 1723 (Panama City, Florida) dated March 10, 1998 (Incorporated herein by reference to Exhibit 10.54 to Knology Broadband, Inc.s Annual Report on
Form 10-K for the year ended December 31, 1997 (File No. 333-43339)).                                                                                               
|            | 
|10.17       |  | Franchise Agreement (Charleston County, South Carolina) dated December 15, 1998 (Incorporated herein by reference to Exhibit 10.31 to Knology Broadband, Inc.s Annual
Report on Form 10-K for the year ended December 31, 1998 (File No. 333-43339)).                                                                              
|            | 
|10.18       |  | Ordinance No. 1998-47 (North Charleston, South Carolina) dated May 28, 1998 (Incorporated herein by reference to Exhibit 10.32 to Knology Broadband, Inc.s
Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 333-43339)).                                                                                  
|            | 
|10.19       |  | Ordinance No. 1998-77 (Charleston, South Carolina) dated April 28, 1998 (Incorporated herein by reference to Exhibit 10.33 to Knology Broadband, Inc.s Annual
Report on Form 10-K for the year ended December 31, 1998 (File No. 333-43339)).                                                                                      
|            | 
|10.20       |  | Ordinance No. 98-5 (Columbia County, Georgia) dated August 18, 1998 (Incorporated herein by reference to Exhibit 10.34 to Knology Broadband Inc.s Annual Report
on Form 10-K for the year ended December 31, 1998 (File No. 333-43339)).                                                                                           
|            | 
|10.21       |  | Network Access Agreement dated July 1, 1998 between SCANA Communications, Inc., f/k/a MPX Systems, Inc. and Knology Holdings, Inc. (Incorporated herein by reference to
Exhibit 10.36 to Knology Broadband, Inc.s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 333-43339)).                           
|            | 
|10.22      |  | Collocation Agreement for Multiple Sites dated on or about June 1998 between Interstate FiberNet, Inc. and Knology Holdings, Inc. (Incorporated herein by reference to
Exhibit 10.38 to Knology Broadband, Inc.s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 333-43339)).                            
|            | 
|10.23      |  | Lease Agreement dated October 12, 1998 between Southern Company Services, Inc. and Knology Holdings, Inc. (Incorporated herein by reference to Exhibit 10.39 to Knology
Broadband, Inc.s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 333-43339)).                                                    
|            | 
|10.24       |  | Facilities Transfer Agreement dated February 11, 1998 between South Carolina Electric and Gas Company and Knology Holdings, Inc., d/b/a Knology of Charleston (Incorporated
herein by reference to Exhibit 10.40 to Knology Broadband, Inc.s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 333-43339)).
|            | 
|10.25       |  | License Agreement dated March 3, 1998 between BellSouth Telecommunications, Inc. and Knology Holdings, Inc. (Incorporated herein by reference to Exhibit 10.41 to Knology
Broadband, Inc.s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 333-43339)).                                                  



58



---

##### Table of Contents

##### Index to Financial Statements

|            |  |                                                                                                                                                                                                                                                                                                                              
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                          
|10.26       |  | Pole Attachment Agreement dated February 18, 1998 between Knology Holdings, Inc. and Georgia Power Company (Incorporated herein by reference to Exhibit 10.44 to Knology
Broadband, Inc.s Annual Report on Form 10-K for the year ended December 31, 1998(File No. 333-43339)).                                             
|            | 
|10.27       |  | Assignment Agreement dated March 4, 1998 between Gulf Power Company and Knology of Panama City, Inc. (Incorporated herein by reference to Exhibit 10.46 to Knology
Broadband, Inc.s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 333-43339)).                                                  
|            | 
|10.28       |  | Pole Attachment Agreement, dated April 12, 2007, between PrairieWave Black Hills, LLC and Black Hills Power, Inc. (Incorporated herein by reference to Exhibit 10.29 to Knology,
Inc.s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 000-32647)).                                               
|            | 
|10.29       |  | Right of First Refusal and Option Agreement, Dated November 19, 1999 by and between Knology of Columbus, Inc. and ITC Service Company, Inc. (Incorporated herein by reference to
Exhibit 10.60 to Knology, Inc.s Registration Statement on Form S-1 (File No. 333-89179)).                                                  
|            | 
|10.304      |  | Services Agreement dated November 2, 1999 between Knology, Inc. and ITC Service Company, Inc. (Incorporated herein by reference to Exhibit 10.61 to Knology, Inc.s
Registration Statement on Form S-1 (File No. 333-89179)).                                                                                                
|            | 
|10.31       |  | Support Agreement, dated November 2, 1999 between Interstate Telephone Company, Inc. and ITC Service Company, Inc. (Incorporated herein by reference to Exhibit 10.62 to
Knology, Inc.s Registration Statement on Form S-1 (File No. 333-89179)).                                                                           
|            | 
|10.32 **    |  | Knology, Inc. Amended and Restated 2002 Long Term Incentive Plan (Incorporated by reference to Exhibit B to Knology, Inc.s Proxy Statement for the 2004 Annual Meeting of
Shareholders (File No. 000-32647)).                                                                                                               
|            | 
|10.33       |  | Joint Ownership Agreement dated as of December 8, 1998, among ITC Service Company, Powertel, Inc., ITC/\DeltaCom Communications, Inc. and Knology Holdings, Inc. (Incorporated
herein by reference to Exhibit 10.48 to Knology, Inc.s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 000-32647)).
|            | 
|10.34      |  | Dedicated Capacity Agreement between DeltaCom and Knology Holdings, Inc. dated August 22, 1997. (Incorporated herein by reference to Exhibit 10.50 to Knology, Inc.s
Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 000-32647)).                                                                 
|            | 
|10.35      |  | Agreement for Telecommunications Services dated April 28, 1999 between ITC/\DeltaCom Communications, Inc. and Knology Holdings, Inc. (Incorporated herein by reference to
Exhibit 10.51 to Knology, Inc.s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 000-32647)).                            
|            | 
|10.36      |  | Amendment to Master Capacity Lease dated November 1, 1999 between Interstate Fibernet, Inc. and Knology Holdings, Inc. (Incorporated herein by reference to Exhibit 10.52
to Knology, Inc.s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 000-32647)).                                          
|            | 
|10.37       |  | Duct Sharing Agreement dated July 27, 1999 between Knology Holdings, Inc. and Interstate Fiber Network. (Incorporated herein by reference to Exhibit 10.53 to Knology,
Inc.s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 000-32647)).                                                         
|            | 
|10.38       |  | Assumption of Lease Agreement dated November 9, 1999 between Knology Holdings, Inc., ITC Holding Company, Inc. and J. Smith Lanier II. (Incorporated herein by reference to
Exhibit 10.54 to Knology, Inc.s Annual Report on Form 10-K for the year ended December 31, 1999(File No. 000-32647)).                           



59



---

##### Table of Contents

##### Index to Financial Statements

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.39       |  | Assumption of Lease Agreement dated November 9, 1999 among Knology Holdings, Inc., ITC Holding Company, Inc. and Midtown Realty, Inc. (Incorporated herein by reference to
Exhibit 10.55 to Knology, Inc.s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 000-32647)).                                                                                                                                                                                                                                                                                                       
|            | 
|10.40      |  | Contract for Centrex Switching Services dated January 4, 1999 between Interstate Telephone Company and InterCall, Inc. (Incorporated herein by reference to Exhibit 10.56
to Knology, Inc.s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 000-32647)).                                                                                                                                                                                                                                                                                                                      
|            | 
|10.41       |  | Sublease Agreement, dated as of December 30, 2003, by and between Verizon Media Ventures, Inc. and Knology Broadband of Florida, Inc. (Incorporated herein by reference to
Exhibit 10.53 to Knology, Inc.s Annual Report on Form 10-K for the year ended December 31, 2003(File No. 000-32647)).                                                                                                                                                                                                                                                                                                        
|            | 
|10.42       |  | State of Florida Department of State Certificate of Franchise Authority issued to Knology, Inc. on January 9, 2008, as amended June 10, 2008. (Incorporated herein by reference to
Exhibit 10.42 to Knology, Inc.s Annual Report on Form 10-K for the year ended December 31, 2008(File No. 000-32647)).                                                                                                                                                                                                                                                                                                
|            | 
|10.43       |  | Tennessee Regulatory Authority Certificate of Franchise Authority issued to Knology, Inc. on December 15, 2008. (Incorporated herein by reference to Exhibit 10.43 to Knology,
Inc.s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 000-32647)).                                                                                                                                                                                                                                                                                                                             
|            | 
|10.44      |  | Lease, dated December 15, 2008 by and between D. L. Jordan Company and Knology, Inc. (Incorporated herein by reference to Exhibit 10.44 to Knology, Inc.s Annual Report
onForm 10-K for the year ended December 31, 2008 (File No. 000-32647)).                                                                                                                                                                                                                                                                                                                                                         
|            | 
|10.45       |  | MCI Internet Dedicated OC12 Burstable Agreement, dated June 11, 2003, by and between Knology, Inc. and MCI WORLDCOM Communications, Inc. (Incorporated herein by reference to
Exhibit 10.59 to Knology, Inc.s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 000-32647)).                                                                                                                                                                                                                                                                                                    
|            | 
|10.46       |  | Consent to Assignment and Assumption, dated December 17, 2003, among Verizon Media Ventures Inc., Progress Energy Florida, Inc. and
Knology Broadband of Florida, Inc. (Incorporated herein by reference to Exhibit 10.60 to Knology, Inc.s Annual Report on Form 10-K
for the year ended December 31, 2003 (File No. 000-32647)).                                                                                                                                                                                                                                                                      
|            | 
|10.47       |  | Lease, dated March 5, 2004, by and between Ted Alford and Knology, Inc. (Incorporated herein by reference to Exhibit 10.61 to Knology, Inc.s Annual Report on
Form 10-K for the year ended December 31, 2003 (File No. 000-32647)).                                                                                                                                                                                                                                                                                                                                                                     
|            | 
|10.48 **    |  | Form of Stock Option Agreement (Incorporated herein by reference to Exhibit 10.62 to Knology, Inc.s Annual Report on Form 10-K for the year ended December 31, 2004 (File No.
000-32647)).                                                                                                                                                                                                                                                                                                                                                                                                              
|            | 
|10.49 **    |  | Description of Named Executive Officer and Director Compensation Arrangements (Incorporated herein by reference to Exhibit 10.57 to Knology, Inc.s Annual Report on Form 10-K
for the year ended December 31, 2005 (File No. 000-32647)).                                                                                                                                                                                                                                                                                                                                                               
|            | 
|10.50       |  | Amended and Restated Credit Agreement, dated as of March 14, 2007, among Knology, Inc., as Borrower and the Lenders and Issuers Party thereto and Credit Suisse, as Administrative
Agent and Collateral Agent and Jefferies & Company, Inc., as Syndication Agent, Royal Bank of Canada and CIT Lending Services Corporation, as Co-Documentation Agents, and Credit Suisse Securities (USA) LLC, as Sole Bookrunner and Sole Lead
Arranger (Incorporated herein by reference to Exhibit 10.1 to Knology, Inc.s Quarterly Report on Form 10-Q for the period ended March 31, 2007 (File No. 000-32647)).



60



---

##### Table of Contents

##### Index to Financial Statements

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.51       |  | Amended and Restated Pledge and Security Agreement, dated as of April 3, 2007, by and among Knology, Inc. as a Grantor and Each Other Grantor From Time to Time Party Thereto and
Credit Suisse, Cayman Islands Branch, as Collateral Agent (Incorporated herein by reference to Exhibit 10.4 to Knology, Inc.s Quarterly Report on Form 10-Q for the period ended June 30, 2007(File No. 000-32647)).                                                                                                                                                                                                     
|            | 
|10.52       |  | Amended and Restated Trademark Security Agreement, dated as of April 3, 2007, by and among Knology, Inc., Knology Broadband, Inc., Valley Telephone Co., LLC, Black Hills FiberCom,
LLC and PrairieWave Communications, Inc., each as a Grantor and Each Other Grantor From Time to Time Party Thereto and Credit Suisse, Cayman Islands Branch, as Collateral Agent (Incorporated herein by reference to Exhibit 10.5 to Knology,
Inc.s Quarterly Report on Form 10-Q for the period ended June 30, 2007 (File No. 000-32647)).                                                                           
|            | 
|10.53       |  | Amended and Restated Guaranty, dated as of April 3, 2007, executed by each Guarantor From Time to Time Party Thereto in Favor of the Administrative Agent, the Collateral Agent,
each Lender, each Issuer and Each Other Holder of an Obligation (Incorporated herein by reference to Exhibit 10.6 to Knology, Inc.s Quarterly Report on Form 10-Q for the period ended June 30, 2005 (File No. 000-32647)).                                                                                                                                                                                               
|            | 
|10.54       |  | Revolving Note, dated as of April 3, 2007, in favor of Royal Bank of Canada (Incorporated herein by reference to Exhibit 10.2 to Knology, Inc.s Quarterly Report on Form 10-Q
for the period ended June 30, 2005 (File No. 000-32647)).                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|10.55       |  | Revolving Note, dated as of April 3, 2007, in favor of CoBank, ACB (Incorporated herein by reference to Exhibit 10.3 to Knology, Inc.s Quarterly Report on Form 10-Q for the
period ended June 30, 2005 (File No. 000-32647)).                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|10.56 **    |  | Knology, Inc. 2006 Incentive Plan (Incorporated herein by reference to Exhibit 99.1 to Knology Inc.s Current Report on Form 8-K filed on May 9, 2006 (File No. 000-32647)).                                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|10.57       |  | First Amendment to Amended and Restated Credit Agreement dated as of March 14, 2007 by and among Knology, Inc., each Guarantor party thereto, each of the Incremental Term loan
lenders party thereto and Credit Suisse, acting through one or more of its branches as Administrative Agent, such Second Amendment dated as of January 4, 2008 (Incorporated by reference to Exhibit 10.66 to Knology, Inc.s Annual Report on Form
10-K for the year ended December 31, 2007 (File No. 000-32647)).                                                                                                        
|            | 
|10.58 **    |  | Knology, Inc. 2008 Incentive Plan (Incorporated herein by reference to Exhibit 10.1 to Knology Inc.s Amended Quarterly Report on Form 10-Q/A (Amendment No. 1) for the period
ended June 30, 2008 (File No. 000-32647)).                                                                                                                                                                                                                                                                                                                                                                                   
|            | 
|10.59       |  | Amendment No. 2, dated as of September 28, 2009, to the Amended and Restated Credit Agreement dated as of March 14, 2007 as amended on January 4, 2008, by and
among Knology, Inc., as borrower, certain subsidiaries of Knology party thereto, as guarantors, the lenders named therein, the syndication and documentation co-agents named therein and Credit Suisse, acting through one or more of its branches, as
administrative agent (Incorporated herein by reference to Exhibit 10.1 to Knology, Inc.s Quarterly Report on Form 10-Q for the period ended September 30, 2009 (File No. 000-32647)).
|            | 
|21.1 ***    |  | Subsidiaries of Knology, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|23.1 ***    |  | Consent of BDO Seidman, LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|31.1 ***    |  | Certification of the Chief Executive Officer of Knology, Inc. pursuant to Securities Exchange Act Rule 13a-14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



61



---

##### Table of Contents

##### Index to Financial Statements

|            |  |                                                                                                               
|----------- |  | --------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                                           
|31.2 ***    |  | Certification of the Chief Financial Officer of Knology, Inc. pursuant to Securities Exchange Act Rule 13a-14.
|            | 
|32.1 ***    |  | Statement of the Chief Executive Officer of Knology, Inc. pursuant to §18 U.S.C. S. 1350.                     
|            | 
|32.2 ***    |  | Statement of the Chief Financial Officer of Knology, Inc. pursuant to §18 U.S.C. S. 1350.                     



| | Confidential treatment has been requested pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The copy on file as an exhibit omits the
information subject to the confidentiality request. Such omitted information has been filed separately with the Commission.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Compensatory plan or arrangement.
|-- | ---------------------------------

|*** | Filed herewith.
|--- | ---------------



62



---

##### Table of Contents

##### Index to Financial Statements

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



KNOLOGY, INC.By:

/s/    RODGER L.
JOHNSONRodger L. JohnsonChairman of the Board and Chief Executive OfficerMarch 15, 2010(Date)


Pursuant to
the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the dates indicated.



|                                                       |  |                                                                                                     |  |               
|------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------- |  | --------------
|SIGNATURE                                              |  | TITLE                                                                                               |  | DATE          
|                                                       |  |                                                                                                    
|/s/    RODGER L.
JOHNSON Rodger L. Johnson             |  | Chairman of the Board and Chief Executive Officer(Principal executive officer)                      |  | March 15, 2010
|                                                       |  |                                                                                                    
|/s/    M. TODD
HOLT M. Todd Holt                       |  | President and Chief Financial Officer(Principal financial officer and principal accounting officer) |  | March 15, 2010
|                                                       |  |                                                                                                    
|/s/    ALAN A.
BURGESS Alan A. Burgess                 |  | Director                                                                                            |  | March 15, 2010
|                                                       |  |                                                                                                    
|/s/    DONALD W.
BURTON Donald W. Burton               |  | Director                                                                                            |  | March 15, 2010
|                                                       |  |                                                                                                    
|/s/    EUGENE I.
DAVIS Eugene I. Davis                 |  | Director                                                                                            |  | March 15, 2010
|                                                       |  |                                                                                                    
|/s/    O. GENE
GABBARD O. Gene Gabbard                 |  | Director                                                                                            |  | March 15, 2010
|                                                       |  |                                                                                                    
|/s/    CAMPBELL B. LANIER,
III Campbell B. Lanier, III |  | Director                                                                                            |  | March 15, 2010
|                                                       |  |                                                                                                    
|/s/    WILLIAM H. SCOTT
III William H. Scott III       |  | Director                                                                                            |  | March 15, 2010



63



---

##### Table of Contents

##### Index to Financial Statements

Index to Consolidated Financial Statements



|                                                                                                       |  |    
|------------------------------------------------------------------------------------------------------ |  | ---
|Knology, Inc.                                                                                          |  |    
|Report of Independent Registered Public Accounting Firm                                                |  | F-2
|Consolidated Balance Sheets as of December 31, 2008 and 2009                                           |  | F-3
|Consolidated Statements of Operations for the Years Ended December 31, 2007, 2008, and
2009            |  | F-4
|Consolidated Statements of Stockholders Equity for the Years Ended December 
31, 2007, 2008, and 2009 |  | F-5
|Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2008, and
2009            |  | F-6
|Notes to Consolidated Financial Statements                                                             |  | F-8



F-1



---

##### Table of Contents

##### Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Knology, Inc.

West Point, Georgia

We have audited the accompanying consolidated balance sheets of Knology, Inc. as of December 31, 2009 and 2008 and the related consolidated statements of operations, stockholders deficit, and
cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in
all material respects, the financial position of Knology, Inc. at December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2009, in conformity with
accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the
standards of the Public Company Accounting Oversight Board (United States), Knology, Inc.s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 15, 2010 expressed an unqualified opinion thereon.

/s/ BDO Seidman, LLP

Atlanta, Georgia

March 15, 2010



F-2



---

##### Table of Contents

##### Index to Financial Statements

KNOLOGY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)



|                                                                                                                                                                           |      |              |          |      |  |   |           |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------ | -------- | ---- |  | - | --------- | -
|                                                                                                                                                                           |      | DECEMBER 31, |         
|                                                                                                                                                                           | 2008 |              |          | 2009 | 
|ASSETS                                                                                                                                                                     |      |              |          |      |  |   |           |  
|CURRENT ASSETS:                                                                                                                                                            |      |              |          |      |  |   |           |  
|Cash and cash equivalents                                                                                                                                                  |      | $            | 57,362   |      |  | $ | 44,016    |  
|Restricted cash                                                                                                                                                            |      |              | 680      |      |  |   | 725       |  
|Certificates of deposit                                                                                                                                                    |      |              | 0        |      |  |   | 35,050    |  
|Accounts receivable, net of allowance for doubtful accounts of $1,014 and $1,218 as of December 31, 2008 and 2009,
respectively                                            |      |              | 32,641   |      |  |   | 32,668    |  
|Prepaid expenses and other                                                                                                                                                 |      |              | 2,177    |      |  |   | 2,986     |  
|                                                                                                                                                                           |      |              |          |      |  |   |           |  
|Total current assets                                                                                                                                                       |      |              | 92,860   |      |  |   | 115,445   |  
|                                                                                                                                                                           |      |             
|PROPERTY, PLANT AND EQUIPMENT, NET:                                                                                                                                        |      |              |          |      |  |   |           |  
|System and installation equipment                                                                                                                                          |      |              | 835,160  |      |  |   | 886,018   |  
|Test and office equipment                                                                                                                                                  |      |              | 64,692   |      |  |   | 68,426    |  
|Automobiles and trucks                                                                                                                                                     |      |              | 8,932    |      |  |   | 7,549     |  
|Production equipment                                                                                                                                                       |      |              | 781      |      |  |   | 781       |  
|Land                                                                                                                                                                       |      |              | 6,224    |      |  |   | 6,267     |  
|Buildings                                                                                                                                                                  |      |              | 37,576   |      |  |   | 37,740    |  
|Construction and premise inventory                                                                                                                                         |      |              | 10,069   |      |  |   | 9,454     |  
|Leasehold improvements                                                                                                                                                     |      |              | 2,453    |      |  |   | 2,457     |  
|                                                                                                                                                                           |      |              |          |      |  |   |           |  
|                                                                                                                                                                           |      |              | 965,887  |      |  |   | 1,018,692 |  
|Less accumulated depreciation and amortization                                                                                                                             |      |              | (586,177 | )    |  |   | (660,812  | )
|                                                                                                                                                                           |      |              |          |      |  |   |           |  
|Property, plant, and equipment, net                                                                                                                                        |      |              | 379,710  |      |  |   | 357,880   |  
|                                                                                                                                                                           |      |              |          |      |  |   |           |  
|OTHER LONG-TERM ASSETS:                                                                                                                                                    |      |              |          |      |  |   |           |  
|Goodwill                                                                                                                                                                   |      |              | 146,618  |      |  |   | 149,741   |  
|Customer base, net                                                                                                                                                         |      |              | 10,684   |      |  |   | 8,661     |  
|Deferred debt issuance and debt modification costs, net                                                                                                                    |      |              | 8,461    |      |  |   | 7,544     |  
|Investments                                                                                                                                                                |      |              | 2,536    |      |  |   | 3,683     |  
|Other intangibles and other assets, net                                                                                                                                    |      |              | 2,549    |      |  |   | 3,947     |  
|                                                                                                                                                                           |      |              |          |      |  |   |           |  
|Total assets                                                                                                                                                               |      | $            | 643,418  |      |  | $ | 646,901   |  
|                                                                                                                                                                           |      |              |          |      |  |   |           |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                                                                      |      |              |          |      |  |   |           |  
|CURRENT LIABILITIES:                                                                                                                                                       |      |              |          |      |  |   |           |  
|Current portion of long term debt                                                                                                                                          |      | $            | 7,615    |      |  | $ | 9,841     |  
|Accounts payable                                                                                                                                                           |      |              | 24,876   |      |  |   | 25,768    |  
|Accrued liabilities                                                                                                                                                        |      |              | 20,405   |      |  |   | 22,349    |  
|Unearned revenue                                                                                                                                                           |      |              | 14,289   |      |  |   | 14,795    |  
|Interest rate swaps                                                                                                                                                        |      |              | 0        |      |  |   | 16,526    |  
|                                                                                                                                                                           |      |              |          |      |  |   |           |  
|Total current liabilities                                                                                                                                                  |      |              | 67,185   |      |  |   | 89,279    |  
|                                                                                                                                                                           |      |             
|NONCURRENT LIABILITIES:                                                                                                                                                    |      |              |          |      |  |   |           |  
|Long term debt, net of current portion                                                                                                                                     |      |              | 604,068  |      |  |   | 591,514   |  
|Interest rate swaps                                                                                                                                                        |      |              | 28,622   |      |  |   | 0         |  
|                                                                                                                                                                           |      |              |          |      |  |   |           |  
|Total noncurrent liabilities                                                                                                                                               |      |              | 632,690  |      |  |   | 591,514   |  
|                                                                                                                                                                           |      |              |          |      |  |   |           |  
|Total liabilities                                                                                                                                                          |      |              | 699,875  |      |  |   | 680,793   |  
|                                                                                                                                                                           |      |              |          |      |  |   |           |  
|COMMITMENTS AND CONTINGENCIES (NOTE 6)                                                                                                                                     |      |              |          |      |  |   |           |  
|                                                                                                                                                                           |      |             
|STOCKHOLDERS EQUITY:                                                                                                                                                      |      |              |          |      |  |   |           |  
|Preferred stock, $.01 par value per share; 199,000,000 shares authorized, 0 shares issued and outstanding at December 31,
2008 and 2009, respectively                      |      |              | 0        |      |  |   | 0         |  
|Non-voting common stock, $.01 par value per share; 25,000,000 shares authorized, none outstanding                                                                          |      |              | 0        |      |  |   | 0         |  
|Common stock, $.01 par value per share; 200,000,000 shares authorized, 35,663,297 and 36,561,405 shares issued and outstanding at
December 31, 2008 and 2009, respectively |      |              | 357      |      |  |   | 366       |  
|Additional paid-in capital                                                                                                                                                 |      |              | 594,843  |      |  |   | 602,508   |  
|Accumulated other comprehensive loss                                                                                                                                       |      |              | (28,622  | )    |  |   | (10,324   | )
|Accumulated deficit                                                                                                                                                        |      |              | (623,035 | )    |  |   | (626,442  | )
|                                                                                                                                                                           |      |              |          |      |  |   |           |  
|Total stockholders deficit                                                                                                                                                |      |              | (56,457  | )    |  |   | (33,892   | )
|                                                                                                                                                                           |      |              |          |      |  |   |           |  
|Total liabilities and stockholders deficit                                                                                                                                |      | $            | 643,418  |      |  | $ | 646,901   |  
|                                                                                                                                                                           |      |              |          |      |  |   |           |  

See notes to consolidated financial statements.



F-3



---

##### Table of Contents

##### Index to Financial Statements

KNOLOGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)



|                                                                                           |      |                         |            |      |  |   |            |   |  |   |            |  
|------------------------------------------------------------------------------------------ | ---- | ----------------------- | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                                                           |      | YEAR ENDED DECEMBER 31, |           
|                                                                                           | 2007 |                         |            | 2008 |  |   | 2009       |  
|OPERATING REVENUES:                                                                        |      |                         |            |      |  |   |            |   |  |   |            |  
|Video                                                                                      |      | $                       | 146,457    |      |  | $ | 171,439    |   |  | $ | 184,040    |  
|Voice                                                                                      |      |                         | 117,316    |      |  |   | 137,411    |   |  |   | 131,127    |  
|Data                                                                                       |      |                         | 78,986     |      |  |   | 93,459     |   |  |   | 98,571     |  
|Other                                                                                      |      |                         | 4,893      |      |  |   | 7,921      |   |  |   | 11,827     |  
|                                                                                           |      |                         |            |      |  |   |            |   |  |   |            |  
|Total operating revenues                                                                   |      |                         | 347,652    |      |  |   | 410,230    |   |  |   | 425,565    |  
|                                                                                           |      |                         |            |      |  |   |            |   |  |   |            |  
|OPERATING EXPENSES:                                                                        |      |                         |            |      |  |   |            |   |  |   |            |  
|Direct costs (excluding depreciation and amortization)                                     |      |                         | 104,060    |      |  |   | 123,663    |   |  |   | 132,870    |  
|Selling, general and administrative                                                        |      |                         | 141,308    |      |  |   | 156,364    |   |  |   | 154,925    |  
|Depreciation and amortization                                                              |      |                         | 85,776     |      |  |   | 95,375     |   |  |   | 90,702     |  
|Capital markets activity                                                                   |      |                         | 219        |      |  |   | 0          |   |  |   | 0          |  
|                                                                                           |      |                         |            |      |  |   |            |   |  |   |            |  
|Total operating expenses                                                                   |      |                         | 331,363    |      |  |   | 375,402    |   |  |   | 378,497    |  
|                                                                                           |      |                         |            |      |  |   |            |   |  |   |            |  
|OPERATING INCOME                                                                           |      |                         | 16,289     |      |  |   | 34,828     |   |  |   | 47,068     |  
|                                                                                           |      |                         |            |      |  |   |            |   |  |   |            |  
|OTHER INCOME (EXPENSE):                                                                    |      |                         |            |      |  |   |            |   |  |   |            |  
|Interest income                                                                            |      |                         | 784        |      |  |   | 746        |   |  |   | 656        |  
|Interest expense                                                                           |      |                         | (41,406    | )    |  |   | (47,332    | ) |  |   | (41,632    | )
|Debt modification expense                                                                  |      |                         | 0          |      |  |   | 0          |   |  |   | (3,422     | )
|Loss on debt extinguishment                                                                |      |                         | (27,375    | )    |  |   | 0          |   |  |   | 0          |  
|Gain (loss) on interest rate derivative instruments                                        |      |                         | (758       | )    |  |   | 0          |   |  |   | 12,096     |  
|Amortization of deferred loss on interest rate swaps                                       |      |                         | 0          |      |  |   | 0          |   |  |   | (18,298    | )
|Loss on adjustment of warrants to market                                                   |      |                         | (262       | )    |  |   | 0          |   |  |   | 0          |  
|Other than temporary impairment of investments                                             |      |                         | 0          |      |  |   | 0          |   |  |   | (353       | )
|Other income (expense), net                                                                |      |                         | (53        | )    |  |   | (367       | ) |  |   | 478        |  
|                                                                                           |      |                         |            |      |  |   |            |   |  |   |            |  
|Total other expense                                                                        |      |                         | (69,070    | )    |  |   | (46,953    | ) |  |   | (50,475    | )
|                                                                                           |      |                         |            |      |  |   |            |   |  |   |            |  
|LOSS FROM CONTINUING OPERATIONS                                                            |      |                         | (52,781    | )    |  |   | (12,125    | ) |  |   | (3,407     | )
|INCOME FROM DISCONTINUED OPERATIONS(includes gain on disposal of $8,251 in 2007) (Note 10) |      |                         | 8,863      |      |  |   | 0          |   |  |   | 0          |  
|                                                                                           |      |                         |            |      |  |   |            |   |  |   |            |  
|NET LOSS                                                                                   |      | $                       | (43,918    | )    |  | $ | (12,125    | ) |  | $ | (3,407     | )
|                                                                                           |      |                         |            |      |  |   |            |   |  |   |            |  
|LOSS FROM CONTINUING OPERATIONS PER SHARE                                                  |      | $                       | (1.51      | )    |  | $ | (0.34      | ) |  | $ | (0.09      | )
|INCOME FROM DISCONTINUED OPERATIONS PER SHARE                                              |      |                         | 0.25       |      |  |   | 0.00       |   |  |   | 0.00       |  
|BASIC AND DILUTED NET LOSS PER SHARE                                                       |      | $                       | (1.25      | )    |  | $ | (0.34      | ) |  | $ | (0.09      | )
|                                                                                           |      |                         |            |      |  |   |            |   |  |   |            |  
|BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                     |      |                         | 35,064,110 |      |  |   | 35,520,016 |   |  |   | 35,990,536 |  
|                                                                                           |      |                         |            |      |  |   |            |   |  |   |            |  

See notes to consolidated financial statements.



F-4



---

##### Table of Contents

##### Index to Financial Statements

KNOLOGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(DOLLARS IN THOUSANDS)



|                                                     |        |              |        |                          |     |                                   |   |         |                    |   |         |                                   |  |   |          |   |  |   |         |  
|---------------------------------------------------- | ------ | ------------ | ------ | ------------------------ | --- | --------------------------------- | - | ------- | ------------------ | - | ------- | --------------------------------- |  | - | -------- | - |  | - | ------- | -
|                                                     |        | COMMON STOCK |        | ADDITIONALPAID-INCAPITAL |     | ACCUMULATEDOTHERCOMPREHENSIVELOSS |   |         | ACCUMULATEDDEFICIT |   |         | TOTALSTOCKHOLDERSEQUITY(DEFICIT) | 
|                                                     | SHARES |              | AMOUNT |                          |     |                                   |  
|BALANCE, December 31, 2006                           |        | 34,780,896   |        | $                        | 348 |                                   | $ | 584,017 |                    | $ | 0       |                                   |  | $ | (566,992 | ) |  | $ | 17,373  |  
|                                                     |        |              |        |                          |     |                                  
|Net loss                                             |        |              |        |                          |     |                                   |   |         |                    |   |         |                                   |  |   | (43,918  | ) |  |   | (43,918 | )
|Change in fair value of interest rate swap           |        |              |        |                          |     |                                   |   |         |                    |   | (13,782 | )                                 |  |   |          |   |  |   | (13,782 | )
|Exercise of stock options and stock awards           |        | 478,178      |        |                          | 4   |                                   |   | 1,720   |                    |   |         |                                   |  |   |          |   |  |   | 1,724   |  
|Non-cash stock option compensation                   |        |              |        |                          |     |                                   |   | 2,799   |                    |   |         |                                   |  |   |          |   |  |   | 2,799   |  
|Exercise of warrants                                 |        | 50,938       |        |                          | 1   |                                   |   | 853     |                    |   |         |                                   |  |   |          |   |  |   | 854     |  
|                                                     |        |              |        |                          |     |                                   |   |         |                    |   |         |                                   |  |   |          |   |  |   |         |  
|BALANCE, December 31, 2007                           |        | 35,310,012   |        | $                        | 353 |                                   | $ | 589,389 |                    | $ | (13,782 | )                                 |  | $ | (610,910 | ) |  | $ | (34,950 | )
|                                                     |        |              |        |                          |     |                                  
|Net loss                                             |        |              |        |                          |     |                                   |   |         |                    |   |         |                                   |  |   | (12,125  | ) |  |   | (12,125 | )
|Change in fair value of interest rate swap           |        |              |        |                          |     |                                   |   |         |                    |   | (14,840 | )                                 |  |   |          |   |  |   | (14,840 | )
|Exercise of stock options and stock awards           |        | 353,285      |        |                          | 4   |                                   |   | 814     |                    |   |         |                                   |  |   |          |   |  |   | 818     |  
|Non-cash stock option compensation                   |        |              |        |                          |     |                                   |   | 4,640   |                    |   |         |                                   |  |   |          |   |  |   | 4,640   |  
|                                                     |        |              |        |                          |     |                                   |   |         |                    |   |         |                                   |  |   |          |   |  |   |         |  
|BALANCE, December 31, 2008                           |        | 35,663,297   |        | $                        | 357 |                                   | $ | 594,843 |                    | $ | (28,622 | )                                 |  | $ | (623,035 | ) |  | $ | (56,457 | )
|                                                     |        |              |        |                          |     |                                  
|Net loss                                             |        |              |        |                          |     |                                   |   |         |                    |   |         |                                   |  |   | (3,407   | ) |  |   | (3,407  | )
|Amortization of deferred loss on interest rate swaps |        |              |        |                          |     |                                   |   |         |                    |   | 18,298  |                                   |  |   |          |   |  |   | 18,298  |  
|Exercise of stock options and stock awards           |        | 898,108      |        |                          | 9   |                                   |   | 1,467   |                    |   |         |                                   |  |   |          |   |  |   | 1,476   |  
|Non-cash stock option compensation                   |        |              |        |                          |     |                                   |   | 6,198   |                    |   |         |                                   |  |   |          |   |  |   | 6,198   |  
|                                                     |        |              |        |                          |     |                                   |   |         |                    |   |         |                                   |  |   |          |   |  |   |         |  
|BALANCE, December 31, 2009                           |        | 36,561,405   |        | $                        | 366 |                                   | $ | 602,508 |                    | $ | (10,324 | )                                 |  | $ | (626,442 | ) |  | $ | (33,892 | )
|                                                     |        |              |        |                          |     |                                   |   |         |                    |   |         |                                   |  |   |          |   |  |   |         |  

See notes to consolidated financial statements.



F-5



---

##### Table of Contents

##### Index to Financial Statements

KNOLOGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS)



|                                                                                |      |                         |          |      |  |   |          |   |  |   |         |  
|------------------------------------------------------------------------------- | ---- | ----------------------- | -------- | ---- |  | - | -------- | - |  | - | ------- | -
|                                                                                |      | YEAR ENDED DECEMBER 31, |         
|                                                                                | 2007 |                         |          | 2008 |  |   | 2009     |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                           |      |                         |          |      |  |   |          |   |  |   |         |  
|Net loss                                                                        |      | $                       | (43,918  | )    |  | $ | (12,125  | ) |  | $ | (3,407  | )
|Income and gain on discontinued operations                                      |      |                         | 8,863    |      |  |   | 0        |   |  |   | 0       |  
|                                                                                |      |                         |          |      |  |   |          |   |  |   |         |  
|                                                                                |      |                         | (52,781  | )    |  |   | (12,125  | ) |  |   | (3,407  | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |      |                         |          |      |  |   |          |   |  |   |         |  
|Depreciation and amortization                                                   |      |                         | 85,776   |      |  |   | 95,375   |   |  |   | 90,702  |  
|Loss on debt extinguishment                                                     |      |                         | 9,251    |      |  |   | 0        |   |  |   | 0       |  
|Non-cash stock compensation                                                     |      |                         | 2,799    |      |  |   | 4,640    |   |  |   | 6,198   |  
|Accretion of second lien term loan                                              |      |                         | 169      |      |  |   | 0        |   |  |   | 0       |  
|Non-cash bank loan interest expense                                             |      |                         | 3,077    |      |  |   | 2,836    |   |  |   | 2,748   |  
|Non-cash loss (gain) on interest rate swaps                                     |      |                         | 758      |      |  |   | 0        |   |  |   | (12,096 | )
|Non-cash amortization of deferred loss on interest rate swaps                   |      |                         | 0        |      |  |   | 0        |   |  |   | 18,298  |  
|Non-cash loss on investments                                                    |      |                         | 0        |      |  |   | 0        |   |  |   | 353     |  
|Provision for bad debt                                                          |      |                         | 5,004    |      |  |   | 5,326    |   |  |   | 5,774   |  
|Loss (gain) on disposition of assets                                            |      |                         | 67       |      |  |   | 392      |   |  |   | (160    | )
|Loss on adjustment of warrants to market                                        |      |                         | 262      |      |  |   | 0        |   |  |   | 0       |  
|Changes in operating assets and liabilities:                                    |      |                         |          |      |  |   |          |   |  |   |         |  
|Accounts receivable                                                             |      |                         | (6,592   | )    |  |   | (7,170   | ) |  |   | (5,754  | )
|Prepaid expenses and other assets                                               |      |                         | 1,427    |      |  |   | (261     | ) |  |   | (1,662  | )
|Accounts payable                                                                |      |                         | 344      |      |  |   | (2,541   | ) |  |   | 712     |  
|Accrued liabilities                                                             |      |                         | 7,316    |      |  |   | (6,196   | ) |  |   | 1,944   |  
|Unearned revenue                                                                |      |                         | 133      |      |  |   | (299     | ) |  |   | 506     |  
|                                                                                |      |                         |          |      |  |   |          |   |  |   |         |  
|Total adjustments                                                               |      |                         | 109,791  |      |  |   | 92,102   |   |  |   | 107,563 |  
|                                                                                |      |                         |          |      |  |   |          |   |  |   |         |  
|Net cash provided by operating activities from continuing operations            |      |                         | 57,010   |      |  |   | 79,977   |   |  |   | 104,156 |  
|                                                                                |      |                         |          |      |  |   |          |   |  |   |         |  
|Net cash provided by operating activities from discontinued operations          |      |                         | 497      |      |  |   | 0        |   |  |   | 0       |  
|                                                                                |      |                         |          |      |  |   |          |   |  |   |         |  
|Net cash provided by operating activities                                       |      |                         | 57,507   |      |  |   | 79,977   |   |  |   | 104,156 |  
|                                                                                |      |                         |          |      |  |   |          |   |  |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                           |      |                         |          |      |  |   |          |   |  |   |         |  
|Capital expenditures                                                            |      |                         | (45,792  | )    |  |   | (46,349  | ) |  |   | (54,901 | )
|Acquisition of businesses, net of cash acquired                                 |      |                         | (256,162 | )    |  |   | (75,145  | ) |  |   | (7,500  | )
|Investment in certificates of deposit                                           |      |                         | 0        |      |  |   | 0        |   |  |   | (35,050 | )
|Investment in Tower Cloud, Inc.                                                 |      |                         | 0        |      |  |   | 0        |   |  |   | (1,500  | )
|MDU signing bonuses and other intangible expenditures                           |      |                         | (377     | )    |  |   | (1,104   | ) |  |   | (950    | )
|Proceeds from sale of property                                                  |      |                         | 498      |      |  |   | 277      |   |  |   | 266     |  
|Change in restricted cash                                                       |      |                         | 161      |      |  |   | 779      |   |  |   | (45     | )
|                                                                                |      |                         |          |      |  |   |          |   |  |   |         |  
|Net cash used in investing activities from continuing operations                |      |                         | (301,672 | )    |  |   | (121,542 | ) |  |   | (99,680 | )
|                                                                                |      |                         |          |      |  |   |          |   |  |   |         |  
|Net cash provided by investing activities from discontinued operations          |      |                         | 8,599    |      |  |   | 0        |   |  |   | 0       |  
|                                                                                |      |                         |          |      |  |   |          |   |  |   |         |  
|Net cash used in investing activities                                           |      |                         | (293,073 | )    |  |   | (121,542 | ) |  |   | (99,680 | )
|                                                                                |      |                         |          |      |  |   |          |   |  |   |         |  



F-6



---

##### Table of Contents

##### Index to Financial Statements

KNOLOGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS(Continued)

(DOLLARS IN THOUSANDS)



|                                                                                                |      |                         |          |      |  |   |        |   |  |   |         |  
|----------------------------------------------------------------------------------------------- | ---- | ----------------------- | -------- | ---- |  | - | ------ | - |  | - | ------- | -
|                                                                                                |      | YEAR ENDED DECEMBER 31, |         
|                                                                                                | 2007 |                         |          | 2008 |  |   | 2009   |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                           |      |                         |          |      |  |   |        |   |  |   |         |  
|Proceeds from long term debt                                                                    |      |                         | 555,000  |      |  |   | 59,000 |   |  |   | 0       |  
|Principal payments on debt and short-term borrowings                                            |      |                         | (273,688 | )    |  |   | (7,134 | ) |  |   | (17,467 | )
|Expenditures related to issuance and modification of long term debt                             |      |                         | (13,316  | )    |  |   | (205   | ) |  |   | (1,831  | )
|Stock options exercised                                                                         |      |                         | 1,724    |      |  |   | 818    |   |  |   | 1,476   |  
|Proceeds from unwind of interest rate hedge instrument                                          |      |                         | 716      |      |  |   | 0      |   |  |   | 0       |  
|Proceeds from exercised warrants                                                                |      |                         | 1        |      |  |   | 0      |   |  |   | 0       |  
|                                                                                                |      |                         |          |      |  |   |        |   |  |   |         |  
|Net cash provided by (used in) financing activities                                             |      |                         | 270,437  |      |  |   | 52,479 |   |  |   | (17,822 | )
|                                                                                                |      |                         |          |      |  |   |        |   |  |   |         |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                            |      |                         | 34,871   |      |  |   | 10,914 |   |  |   | (13,346 | )
|CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                                  |      |                         | 11,577   |      |  |   | 46,448 |   |  |   | 57,362  |  
|                                                                                                |      |                         |          |      |  |   |        |   |  |   |         |  
|CASH AND CASH EQUIVALENTS AT END OF YEAR                                                        |      | $                       | 46,448   |      |  | $ | 57,362 |   |  | $ | 44,016  |  
|                                                                                                |      |                         |          |      |  |   |        |   |  |   |         |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                              |      |                         |          |      |  |   |        |   |  |   |         |  
|Cash paid during the year for interest                                                          |      | $                       | 32,679   |      |  | $ | 44,655 |   |  | $ | 39,532  |  
|                                                                                                |      |                         |          |      |  |   |        |   |  |   |         |  
|Non-cash financing activities: Debt acquired (adjusted) in capital lease transactions           |      | $                       | 682      |      |  | $ | 4,499  |   |  | $ | 7,140   |  
|                                                                                                |      |                         |          |      |  |   |        |   |  |   |         |  
|Detail of acquisition:                                                                          |      |                         |          |      |  |   |        |   |  |   |         |  
|Accounts receivables, net                                                                       |      |                         | 6,287    |      |  |   | 644    |   |  |   | 48      |  
|Prepaid expenses                                                                                |      |                         | 1,322    |      |  |   | 75     |   |  |   | 4       |  
|Property, plant and equipment                                                                   |      |                         | 197,726  |      |  |   | 18,631 |   |  |   | 4,399   |  
|Goodwill                                                                                        |      |                         | 57,804   |      |  |   | 47,980 |   |  |   | 3,123   |  
|Customer base                                                                                   |      |                         | 4,402    |      |  |   | 9,135  |   |  |   | 106     |  
|Intangible and other assets                                                                     |      |                         | 1,234    |      |  |   | 0      |   |  |   | 0       |  
|Investments                                                                                     |      |                         | 1,293    |      |  |   | 0      |   |  |   | 0       |  
|Accounts payable                                                                                |      |                         | (7,414   | )    |  |   | (583   | ) |  |   | (180    | )
|Accrued liabilities                                                                             |      |                         | (3,022   | )    |  |   | (737   | ) |  |   | 0       |  
|Unearned revenue                                                                                |      |                         | (3,470   | )    |  |   | 0      |   |  |   | 0       |  
|                                                                                                |      |                         |          |      |  |   |        |   |  |   |         |  
|Cash paid for acquisition, net of cash acquired of $2,680 in 2007, $459 in 2008 and $0 for 2009 |      | $                       | 256,162  |      |  | $ | 75,145 |   |  | $ | 7,500   |  
|                                                                                                |      |                         |          |      |  |   |        |   |  |   |         |  

See notes to consolidated financial statements



F-7



---

##### Table of Contents

##### Index to Financial Statements

Knology, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands, except per share)

1. Organization, Nature of Business, and
Basis of Presentation

Organization and Nature of Business

Knology, Inc. and its subsidiaries (Knology or the Company) is a publicly traded company incorporated under the laws
of the State of Delaware in September 1998.

Knology owns and operates an advanced interactive broadband network and provides
residential and business customers broadband communications services, including analog and digital cable television, local and long-distance telephone, high-speed Internet access, and broadband carrier services to various markets in the Southeastern
and Midwestern United States. Certain subsidiaries are subject to regulation by state public service commissions of applicable states for intrastate telecommunications services. For applicable interstate matters related to telephone service, certain
subsidiaries are subject to regulation by the Federal Communications Commission.

Basis of presentation

The consolidated financial statements of Knology have been prepared in accordance with accounting principles generally accepted in the United
States of America (GAAP). The statements include the accounts of the Companys wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Investments in which the Company does not exercise
significant influence are accounted for using the cost method of accounting.

The Company operates as one operating segment.

Certain prior year amounts have been reclassified to conform to current year presentation. Corresponding changes have been
made to the Companys Consolidated Balance Sheets, Statements of Operations and Statements of Cash Flows as appropriate.

On April 3, 2007, the Company completed its acquisition of PrairieWave Holdings, Inc. (PrairieWave), a voice, video and high-speed Internet broadband services provider in the Rapid City and Sioux Falls, South Dakota
regions, as well as portions of Minnesota and Iowa. The financial position and results of operations for PrairieWave are included in the Companys consolidated financial statements since the date of acquisition.

On January 4, 2008, the Company completed its acquisition of Graceba Total Communications Group, Inc. (Graceba), a voice,
video and high-speed Internet broadband services provider in Dothan, Alabama. The financial position and results of operations for Graceba are included in the Companys consolidated financial statements since the date of acquisition.

On November 17, 2009, the Company completed its acquisition of the assets of Private Cable Co., LLC (PCL
Cable), a voice, video and high-speed Internet broadband services provider in Athens and Decatur, Alabama. The financial position and results of operations for PCL Cable are included in the Companys consolidated financial statements
since the date of acquisition.



F-8



---

##### Table of Contents

##### Index to Financial Statements

2. Summary of Significant Accounting Policies

Accounting estimates

The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates, including those related to collectibility of accounts receivable, valuation of investments,
valuation of stock based compensation, useful lives of property, plant and equipment, recoverability of goodwill and intangible assets, income taxes and contingencies. The Company bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions. These changes in estimates are recognized in the period they are realized.

Cash and cash equivalents

Cash and cash equivalents are highly liquid investments with an original maturity of
three months or less at the date of purchase and consist of time deposits and investment in money market funds with commercial banks and financial institutions. At times throughout the year and at year-end, cash balances held at financial
institutions were in excess of federally insured limits.

Restricted cash

Restricted cash is presented as a current asset since the associated maturity dates expire within one year of the balance sheet date.

As of December 31, 2008 and 2009, the Company had $680 and $725, respectively, of cash that was restricted in use, all
of which was pledged as collateral related to certain insurance, franchise and surety bond agreements.

Allowance for doubtful accounts

The allowance for doubtful accounts represents the Companys best estimate of probable losses in the accounts
receivable balance. The allowance is based on known troubled accounts, historical experience and other currently available evidence. The Company writes off and sends to collections any accounts receivable 115 days past due. Activity in the allowance
for doubtful accounts is as follows:



|                       |  |                              |       |                             |   |            |  |            |       |                        |   |       |  |   |      
|---------------------- |  | ---------------------------- | ----- | --------------------------- | - | ---------- |  | ---------- | ----- | ---------------------- | - | ----- |  | - | -----
|Year ended December 31 |  | Balance atbeginningof period |       | Charged tooperatingexpenses |   | Write-offs |  | Recoveries |       | Balance atend ofperiod
|2007                   |  | $                            | 687   |                             | $ | 5,004      |  | $          | 6,442 |                        | $ | 1,726 |  | $ | 975  
|2008                   |  | $                            | 975   |                             | $ | 5,326      |  | $          | 7,002 |                        | $ | 1,715 |  | $ | 1,014
|2009                   |  | $                            | 1,014 |                             | $ | 5,774      |  | $          | 6,701 |                        | $ | 1,131 |  | $ | 1,218

Property, plant, and equipment

Property, plant, and equipment are stated at cost. Depreciation and amortization are calculated using the straight-line
method over the estimated useful lives of the assets, commencing when the asset is installed or placed in service. Maintenance, repairs, and renewals are charged to expense as incurred. The cost and accumulated depreciation of property and equipment
disposed of are removed from the related accounts, and any gain or loss is included in or deducted from income. Depreciation and amortization (excluding telephone plant



F-9



---

##### Table of Contents

##### Index to Financial Statements

which is depreciated by composite rates regulated by the Public Service Commission) are provided over the estimated useful lives as follows:



|                                  |  |      
|--------------------------------- |  | -----
|                                  |  | Years
|Buildings                         |  | 25   
|System and installation equipment |  | 3-10 
|Production equipment              |  | 9    
|Test and office equipment         |  | 3-7  
|Automobiles and trucks            |  | 5    
|Leasehold improvements            |  | 5-25 

Depreciation expense
for the years ended December 31, 2007, 2008 and 2009 was $83,989, $92,575 and $88,164, respectively. Inventories are valued at the lower of cost (determined on a weighted average basis) or market and include customer premise equipment and
certain plant construction materials. These items are transferred to system and installation equipment when installed.

Goodwill and
intangible assets

Summarized below are the carrying values and accumulated amortization of intangible assets that will
continue to be amortized under the Financial Accounting Standards Board (FASB)s accounting guidance, as well as the carrying value of goodwill as of December 31, 2008 and 2009.



|                                                                  |  |      |         |      |   |                                          |  |    
|----------------------------------------------------------------- |  | ---- | ------- | ---- | - | ---------------------------------------- |  | ---
|                                                                  |  | 2008 |         | 2009 |   | Weightedaverageamortizationperiod(years)
|Customer base                                                     |  | $    | 13,997  |      | $ | 14,103                                   |  | 6.9
|Other                                                             |  |      | 3,622   |      |   | 4,571                                    |  | 7.5
|                                                                  |  |      |         |      |   |                                          |  |    
|Gross carrying value of intangible assets subject to amortization |  |      | 17,619  |      |   | 18,674                                   |  |    
|Less: Accumulated amortization                                    |  |      |         |      |   |                                          |  |    
|Accumulated amortization, customer base                           |  |      | 3,313   |      |   | 5,442                                    |  |    
|Accumulated amortization, other                                   |  |      | 2,015   |      |   | 2,423                                    |  |    
|                                                                  |  |      |         |      |   |                                          |  |    
|Total accumulated amortization                                    |  |      | 5,328   |      |   | 7,865                                    |  |    
|                                                                  |  |      |         |      |   |                                          |  |    
|Net carrying value                                                |  |      | 12,291  |      |   | 10,809                                   |  |    
|Goodwill                                                          |  |      | 146,618 |      |   | 149,741                                  |  |    
|                                                                  |  |      |         |      |   |                                          |  |    
|Total goodwill and intangibles                                    |  | $    | 158,909 |      | $ | 160,550                                  |  |    
|                                                                  |  |      |         |      |   |                                          |  |    

Goodwill represents the excess of the cost of businesses acquired over fair value or net
identifiable assets at the date of acquisition. Goodwill is subject to a periodic impairment assessment by applying a fair value test based upon a two-step method. The first step of the process compares the fair value of the reporting unit with the
carrying value of the reporting unit, including any goodwill. The Company utilizes a discounted cash flow valuation methodology to determine the fair value of the reporting unit. If the fair value of the reporting unit exceeds the carrying amount of
the reporting unit, goodwill is deemed not to be impaired and the second step in the process is unnecessary. If the carrying amount exceeds fair value, the Company would perform the second step to measure the amount of impairment loss. Any
impairment loss is measured by comparing the implied fair value of goodwill, calculated in accordance with the appropriate FASB guidance, to the carrying amount of goodwill at the reporting unit. The excess of the carrying amount over the fair value
would be recognized as an impairment loss. The Company has adopted January 1 as the calculation date and evaluated these assets as of January 1, 2008, 2009 and 2010, and no impairment was identified.



F-10



---

##### Table of Contents

##### Index to Financial Statements

A summary of changes in the Companys goodwill and other intangibles related to
continuing operations during the years ended December 31, 2009 and 2008 is as follows:



|                               |  |                  |         |   |              |   |                               |  |   |                  |   |  |   |         |  
|------------------------------ |  | ---------------- | ------- | - | ------------ | - | ----------------------------- |  | - | ---------------- | - |  | - | ------- | -
|                               |  | December 31,2008 |         |   | Acquisitions |   | Amortizationand otheractivity |  |   | December 31,2009 |  
|Goodwill                       |  | $                | 147,912 |   |              | $ | 3,123                         |  |   |                  |   |  | $ | 151,035 |  
|Accumulated Impairment         |  |                  | (1,294  | ) |              |   | 0                             |  |   | 0                |   |  |   | (1,294  | )
|Customer Base                  |  |                  | 10,684  |   |              |   | 106                           |  | $ | (2,129           | ) |  |   | 8,661   |  
|Other                          |  |                  | 1,607   |   |              |   |                               |  |   | 541              |   |  |   | 2,148   |  
|                               |  |                  |         |   |              |   |                               |  |   |                  |   |  |   |         |  
|Total goodwill and intangibles |  | $                | 158,909 |   |              |   |                               |  |   |                  |   |  | $ | 160,550 |  
|                               |  |                  |         |   |              |   |                               |  |   |                  |   |  |   |         |  
|                               |  |                  |         |  
|                               |  | December 31,2007 |         |   | Acquisitions |   | Amortizationand otheractivity |  |   | December 31,2008 |  
|Goodwill                       |  | $                | 99,932  |   |              | $ | 47,980                        |  |   |                  |   |  | $ | 147,912 |  
|Accumulated Impairment         |  |                  | (1,294  | ) |              |   | 0                             |  |   | 0                |   |  |   | (1,294  | )
|Customer Base                  |  |                  | 3,673   |   |              |   | 9,135                         |  | $ | (2,124           | ) |  |   | 10,684  |  
|Other                          |  |                  | 1,178   |   |              |   |                               |  |   | 429              |   |  |   | 1,607   |  
|                               |  |                  |         |   |              |   |                               |  |   |                  |   |  |   |         |  
|Total goodwill and intangibles |  | $                | 103,489 |   |              |   |                               |  |   |                  |   |  | $ | 158,909 |  
|                               |  |                  |         |   |              |   |                               |  |   |                  |   |  |   |         |  

Amortization expense related to intangible assets was $1,787, $2,800 and $2,538 for the years ended
December 31, 2007, 2008 and 2009, respectively. If incurred, the company capitalizes the costs incurred to renew or extend the costs of a recognized intangible asset.

Scheduled amortization of intangible assets for the next five years as of December 31, 2009 is as follows:



|           |  |   |       
|---------- |  | - | ------
|2010       |  | $ | 2,453 
|2011       |  |   | 2,209 
|2012       |  |   | 1,475 
|2013       |  |   | 1,473 
|2014       |  |   | 1,449 
|Thereafter |  |   | 1,750 
|           |  |   |       
|           |  | $ | 10,809
|           |  |   |       

Deferred debt issuance and debt modification costs

Deferred debt issuance and debt modification costs include costs associated with the issuance, refinancing and modification of debt and
credit facilities (see Note 4). Deferred debt issuance and debt modification costs are amortized to interest expense over the contractual term of the debt using the effective interest method. Deferred debt issuance and debt modification costs and
the related useful lives and accumulated amortization as of December 31, 2008 and 2009 are as follows:



|                                      |  |      |        |   |      |   |        |                           |  |    
|------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ------------------------- |  | ---
|                                      |  | 2008 |        |   | 2009 |   |        | AmortizationPeriod(Years)
|Previous deferred debt issuance costs |  | $    | 11,092 |   |      | $ | 8,461  |                           |  | 4-6
|Expenditures related to bank loans    |  |      | 205    |   |      |   | 1,831  |                           |  | 4-6
|Costs amortized to interest expense   |  |      | (2,836 | ) |      |   | (2,748 | )                         |  |    
|                                      |  |      |        |   |      |   |        |                           |  |    
|Deferred debt issuance costs, net     |  | $    | 8,461  |   |      | $ | 7,544  |                           |  | 4-6
|                                      |  |      |        |   |      |   |        |                           |  |    



F-11



---

##### Table of Contents

##### Index to Financial Statements

Derivative Financial Instruments

The Company uses interest rate swap contracts to manage the impact of interest rate changes on earnings and operating cash flows. Interest
rate swaps involve the receipt of variable-rate amounts in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount. The Company believes these agreements are with counter-parties who are
creditworthy financial institutions.

In July 2005, the Company entered into an interest rate cap agreement with Credit Suisse
First Boston International with a notional amount of $280,000 to cap its adjustable LIBOR rate at 5%, mitigating interest rate risk on the first and second lien term loans. The Company paid $1,270 for this cap agreement, which became effective
July 29, 2005 and terminated July 29, 2008. The Company did not designate the cap agreement as an accounting hedge under the FASB accounting guidance. Accordingly, changes in fair value of the cap agreement were recorded through earnings
as derivative gains/(losses). Gain (loss) on interest rate derivative instrument in relation to this interest rate cap agreement was $(758) for the year ended December 31, 2007. On April 18, 2007, the Company unwound its
existing interest rate cap agreement for $716 cash proceeds.

On April 18, 2007, the Company entered into an interest
rate swap contract to mitigate interest rate risk on an initial notional amount of $555,000 in connection with the term loan associated with the acquisition of PrairieWave. The swap agreement, which became effective May 3, 2007 and ends
July 3, 2010, fixes $451,125 of the floating rate debt at 4.977% as of December 31, 2009.

The notional amount for
the next annual period is summarized below:



|                |  |                 |  |         
|--------------- |  | --------------- |  | --------
|Start date      |  | End date        |  | Amount  
|October 3, 2009 |  | January 2, 2010 |  | $451,125
|January 3, 2010 |  | April 2, 2010   |  | $449,738
|April 3, 2010   |  | July 3, 2010    |  | $398,350

On December 19, 2007, the
Company entered into a second interest rate swap contract to mitigate interest rate risk on an initial notional amount of $59,000, amortizing 1% annually, in connection with the incremental term loan associated with the acquisition of Graceba. The
swap agreement, which became effective January 4, 2008 and ends September 30, 2010, fixes $57,820 of the floating rate debt at 3.995% as of December 31, 2009.

The notional amount for the next annual period is summarized below:



|                  |  |                    |  |        
|----------------- |  | ------------------ |  | -------
|Start date        |  | End date           |  | Amount 
|December 31, 2009 |  | March 30, 2010     |  | $57,820
|March 31, 2010    |  | June 29, 2010      |  | $57,673
|June 30, 2010     |  | September 30, 2010 |  | $57,525

On November 25, 2009, the
Company entered into a third interest rate swap contract to mitigate interest rate risk on an initial notional amount of $400,000. The swap agreement, which does not become effective until July 3, 2010 and ends April 3, 2012, will fix the
scheduled notional amount of the floating rate debt at 1.98%. The interest rate swap is recorded at fair value on December 31, 2009, and the income statement reflects any changes in fair value for the period then ended.

The notional amount for the next annual period is summarized below:



|                |  |                 |  |         
|--------------- |  | --------------- |  | --------
|Start date      |  | End date        |  | Amount  
|July 3, 2010    |  | October 2, 2010 |  | $400,000
|October 3, 2010 |  | January 2, 2011 |  | $398,800



F-12



---

##### Table of Contents

##### Index to Financial Statements

Knology has borrowings under term loans that bear interest at variable rates (see
Note 4Long-Term Debt). For the two term loans in existence as of December 31, 2008, the Company is able to choose interest rates on its debt at a base rate of 1-month, 2-month, 3-month or 6-month LIBOR. Interest costs are calculated
and paid for the corresponding period, followed by another rate reset period.

Until December 31, 2008, the Company
matched 3-month LIBOR rates on the term loans and the interest rate swaps, creating effective hedges under the FASBs guidance on accounting for derivative instruments and hedging activities. Due to a significant difference between the 1-month
and 3-month LIBOR rates, the Company decided to reset the borrowing rate on the debt using 1-month LIBOR.



| |  |  | On December 31, 2008, the Company reset the borrowing rate on the $59,000 term loan to 1-month LIBOR (although this became an ineffective
hedge under the FASBs accounting guidance, there was no material effect on the Companys financial results for the one day in 2008).
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On January 2, 2009, the Company reset the borrowing rate on the $555,000 term loan to 1-month LIBOR.
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | The Company has continued to use 1-month LIBOR for the subsequent reset periods on the related term loans in January through December 2009. The Company
will determine LIBOR rates on future reset dates based on prevailing conditions at the time.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As a result of
the LIBOR rates on the term loans (1-month LIBOR) not matching the LIBOR rate on the interest rate swaps (3-month LIBOR), the Company is no longer eligible for hedge accounting related to the interest rate swaps associated with both of these loans.

Until the December 31, 2008 reset of the borrowing rate on the $59,000 term loan, changes in the fair value of the
Companys swap agreements were recorded as Accumulated other comprehensive loss in the equity section of the balance sheet, and the swap in variable to fixed interest rate was recorded as Interest expense on the
statement of operations when the interest was incurred. Starting with the reset of the borrowing rate on December 31, 2008, changes in the fair value of the interest rate swaps are recorded as Gain (loss) on interest rate derivative
instruments in the Other income (expense) section of the statement of operations as they are incurred. The Company recorded a gain on the change in the fair value for the interest rate swaps in the amount of $12,096 for the year
ended December 31, 2009. All of the remaining balance in Accumulated other comprehensive loss in the stockholders equity section of the balance sheet is related to the interest rate swaps, and it is amortized as
Amortization of deferred loss on interest rate swaps on the statement of operations over the remaining life of the derivative instruments. The Company recorded amortization expense related to the deferred loss on interest rate swaps in
the amount of $18,299 for the year ended December 31, 2009. As of December 31, 2009, there is $10,324 remaining in accumulated other comprehensive loss to be amortized over the remaining life of the derivative instruments. If the Company
chooses 3-month LIBOR on future loan reset dates to match the rate on the interest rate swaps, then the interest rate swaps may again be eligible for hedge accounting and will be assessed for eligibility at that time.

Valuation of long-lived assets

In accordance with FASB accounting guidance, the Company reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable based on the undiscounted future cash flows of the asset.
If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded. The Company evaluated these assets as of December 31, 2009, and no impairment was identified.

Direct Costs

Cost of
services related to video consists primarily of monthly fees to the National Cable Television Cooperative and other programming providers and is generally based on the average number of subscribers to each program. Cost of services related to voice,
data and other services consists primarily of transport cost and



F-13



---

##### Table of Contents

##### Index to Financial Statements

network access fees specifically associated with each of these revenue streams. Pole attachment rents are paid to utility companies for space on their utility poles to deliver the Companys
various services. Other network rental expenses consist primarily of network hub rents.

Stock-based compensation

The Company utilizes the recognition provisions of the related FASB accounting guidance for stock-based employee compensation. As a result,
the Company recorded $2,799, $4,640 and $6,198 of non-cash stock compensation expense, which was included in selling, general and administrative expenses on the statement of operations for the years ended December 31, 2007, 2008 and 2009,
respectively. See Note 8Equity Interests for further discussion of the assumptions used in calculating non-cash stock compensation expense.

Investments

Investments and equity ownership in associated companies consisted of the following as of
December 31, 2008 and 2009:



|                                             |  |      |       |      |   |      
|-------------------------------------------- |  | ---- | ----- | ---- | - | -----
|                                             |  | 2008 |       | 2009
|Grande Communications (Grande)             |  | $    | 1,243 |      | $ | 0    
|Rio Holdings, Inc. (Rio Holdings)          |  |      | 0     |      |   | 890  
|PrairieWave Condominium Association (PWCA) |  |      | 1,293 |      |   | 1,293
|Tower Cloud, Inc. (Tower Cloud)            |  |      | 0     |      |   | 1,500
|                                             |  |      |       |      |   |      
|Total investments                            |  | $    | 2,536 |      | $ | 3,683
|                                             |  |      |       |      |   |      

As of December 31, 2008, the Company, through its
wholly owned subsidiaries, owned approximately 10,946,556 shares, or 1.5%, of the common stock of Grande. The Companys investment in Grande was accounted for under the cost method of accounting adjusted for impairment write downs. During 2009,
the ownership of Grande was reorganized to form a new operating LLC, called Grande Communications Networks, LLC. Upon reorganization, all existing shareholders in Grande, including Knology, were combined to form the new Rio Holdings, Inc. Rio
Holdings owns 24.7% class A general partnership units in the newly formed Grande Investment, L.P., which through a holding company owns 100% of Grande Communications Networks, LLC. The Companys investment in Rio Holdings is accounted for under
the cost method of accounting adjusted for impairment write downs.

As part of the PrairieWave acquisition, the Company
acquired an investment in PWCA. In 2003, PrairieWave formed PWCA to which it contributed land with a book value of $1,207 and other assets of $86. On June 10, 2003, PrairieWave and a real estate developer entered into a Condominium Unit
Purchase Agreement, whereby the developer committed to construct a building connected to PrairieWaves headquarters building. The real estate developer paid PrairieWave one dollar and granted PrairieWave the option to acquire its condominium
interest in PWCA and the building to be constructed for approximately $5,200. The option is exercisable from June 1, 2012 to May 31, 2013. PrairieWave appoints two members and the real estate developer appoints one member to PWCAs
three-member board. The Companys investment in PWCA is accounted for under the equity method of accounting.

As of
December 31, 2009, the Company, through its wholly owned subsidiaries, owned approximately 4,687,500 shares, or 7.6%, of the series A preferred stock of Tower Cloud. The Companys investment in Tower Cloud is accounted for under the cost
method of accounting adjusted for impairment write downs. The Company did not estimate the fair value of the investment in Tower Cloud since there are no identified events or changes in circumstances that may have a significant adverse effect on the
fair value of the investment.



F-14



---

##### Table of Contents

##### Index to Financial Statements

Accrued liabilities

Accrued liabilities as of December 31, 2008 and 2009 consisted of the following:



|                                 |  |      |        |      |   |       
|-------------------------------- |  | ---- | ------ | ---- | - | ------
|                                 |  | 2008 |        | 2009
|Accrued trade expenses           |  | $    | 5,249  |      | $ | 5,328 
|Accrued property and other taxes |  |      | 2,659  |      |   | 2,518 
|Accrued compensation             |  |      | 2,693  |      |   | 5,347 
|Accrued interest                 |  |      | 9,804  |      |   | 9,156 
|                                 |  |      |        |      |   |       
|Total accrued liabilities        |  | $    | 20,405 |      | $ | 22,349
|                                 |  |      |        |      |   |       

Fair Value of Financial Instruments

The Company adopted the required provisions of the FASBs accounting guidance pertaining to the valuation of financial instruments on
January 1, 2008. The guidance defines fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined as the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The FASB accounting guidance establishes a three-tier fair value hierarchy, which
prioritizes the inputs used in measuring fair value as follows:



| |  |  | Level 1Observable inputs such as quoted prices in active markets for identical assets or liabilities;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | Level 2Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities,
quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3Unobservable inputs that are supported by little or no market activity, which require management judgment or estimation.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------

Assets and liabilities measured at fair value on a recurring basis are summarized below:



|                    |         |                   |         |  |         |        |                                       |   |   |  |   |       
|------------------- | ------- | ----------------- | ------- |  | ------- | ------ | ------------------------------------- | - | - |  | - | ------
|                    |         | December 31, 2008
|                    | Level 1 |                   | Level 2 |  | Level 3 |        | TotalAssets/Liabilities,at Fair
Value
|Liabilities         |         |                   |         |  |         |        |                                       |   |   |  |   |       
|Interest rate swaps |         | $                 | 0       |  | $       | 28,622 |                                       | $ | 0 |  | $ | 28,622
|                    |         |                   |         |  |         |        |                                       |   |   |  |   |       
|Total liabilities   |         | $                 | 0       |  | $       | 28,622 |                                       | $ | 0 |  | $ | 28,622
|                    |         |                   |         |  |         |        |                                       |   |   |  |   |       



|                        |         |                   |         |  |         |        |                                       |   |   |  |   |       
|----------------------- | ------- | ----------------- | ------- |  | ------- | ------ | ------------------------------------- | - | - |  | - | ------
|                        |         | December 31, 2009
|                        | Level 1 |                   | Level 2 |  | Level 3 |        | TotalAssets/Liabilities,at Fair
Value
|Assets                  |         |                   |         |  |         |        |                                       |   |   |  |   |       
|Certificates of deposit |         | $                 | 0       |  | $       | 35,050 |                                       | $ | 0 |  | $ | 35,050
|                        |         |                   |         |  |         |        |                                       |   |   |  |   |       
|Total assets            |         | $                 | 0       |  | $       | 35,050 |                                       | $ | 0 |  | $ | 35,050
|                        |         |                   |         |  |         |        |                                       |   |   |  |   |       
|Liabilities             |         |                   |         |  |         |        |                                       |   |   |  |   |       
|Interest rate swaps     |         | $                 | 0       |  | $       | 16,526 |                                       | $ | 0 |  | $ | 16,526
|                        |         |                   |         |  |         |        |                                       |   |   |  |   |       
|Total liabilities       |         | $                 | 0       |  | $       | 16,526 |                                       | $ | 0 |  | $ | 16,526
|                        |         |                   |         |  |         |        |                                       |   |   |  |   |       



F-15



---

##### Table of Contents

##### Index to Financial Statements

The Company used a discounted cash flow analysis applied to the LIBOR forward yield cures to
value the interest rate swaps on its balance sheet at December 31, 2009.

The carrying values of cash and cash
equivalents, certificates of deposit, accounts receivable, accounts payable and accrued liabilities are reasonable estimates of their fair values due to the short maturity of these financial instruments.

The estimated fair value of the Companys variable-rate debt is subject to the effects of interest rate risk. On December 31, 2009, the
estimated fair value of that debt, based on a dealer quote considering current market rates, was approximately $571,529, compared to a carrying value of $590,203.

Revenue recognition

Knology accounts for the revenue, costs and expense
related to residential cable services (including video, voice, data and other services) in accordance with the proper FASB accounting guidance relating to financial reporting by cable television companies. Installation revenue for residential cable
services is recognized to the extent of direct selling costs incurred. Direct selling costs, or commissions, have exceeded installation revenue in all reported periods and are expensed as period costs in accordance with the FASB guidance. Credit
risk is managed by disconnecting services to customers who are delinquent.

All other revenue is accounted for in accordance
with the FASBs revenue recognition guidance. In accordance with this guidance, revenue from advertising sales is recognized as the advertising is transmitted over the Companys broadband network. Revenue derived from other sources,
including commercial data and other services, is recognized as services are provided, as persuasive evidence of an arrangement exists, the price to the customer is fixed and determinable and collectibility is reasonably assured.

The Company generates recurring revenues for its broadband offerings of video, voice and data and other services. Revenues generated from
these services primarily consists of a fixed monthly fee for access to cable programming, local phone services and enhanced services and access to the Internet. Additional fees are charged for services including pay-per-view movies, events such as
boxing matches and concerts, long distance service and cable modem rental. Revenues are recognized as services are provided, but advance billings or cash payments received in advance of services performed are recorded as unearned revenue.

Advertising costs

The Company expenses all advertising costs as incurred. Approximately $6,803, $7,643 and $7,832 of advertising expenses are recorded in the Companys consolidated statements of operations for the years ended December 31, 2007,
2008, and 2009, respectively.

Sources of supplies

The Company purchases customer premise equipment and plant materials from outside vendors. Although numerous suppliers market and sell customer premise equipment and plant materials, the Company currently
purchases digital set top boxes from the two original equipment manufacturers supplying their proprietary systems. The Company has several suppliers for other customer premise equipment and plant materials. If the suppliers are unable to meet the
Companys needs as it continues to operate its business, it could adversely affect operating results.

Credit risk

The Companys accounts receivable subject the Company to credit risk, as customer deposits are generally not required. The
Companys risk of loss is limited due to advance billings to customers for services and the ability to terminate access on delinquent accounts. The potential for material credit loss is mitigated by the large



F-16



---

##### Table of Contents

##### Index to Financial Statements

number of customers with relatively small receivable balances. The carrying amounts of the Companys receivables approximate their fair values.

Income taxes

The Company
utilizes the liability method of accounting for income taxes, as set forth in the appropriate FASB accounting guidance. Under the liability method, deferred taxes are determined based on the difference between the financial and tax bases of assets
and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred tax benefit represents the change in the deferred tax asset and liability balances (see Note 7).

On January 1, 2007, the Company adopted the provisions of the appropriate FASB accounting guidance in accounting for uncertainty in
income taxes. The guidance addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Also, the Company may recognize the tax benefit from an uncertain tax
position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position
should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The accounting literature also provides guidance on derecognition, classification, interest and penalties on
income taxes, accounting in interim periods and requires increased disclosures. Since the date of adoption, the Company has not recorded a liability for unrecognized tax benefits at any time.

Net loss per share

With
regards to earnings per share, the Company follows the appropriate FASB accounting guidance, which requires the disclosure of basic net loss per share and diluted net loss per share. Basic net loss per share is computed by dividing net loss
attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share gives effect to all potentially dilutive securities. The effect of the Companys warrants (1,000,000
in 2007, 2008 and 2009), stock options (3,080,892, 3,652,921 and 3,135,552 shares in 2007, 2008 and 2009, respectively, using the treasury stock method) and preferred stock (zero shares in 2007, 2008 and 2009) were not included in the computation of
diluted EPS as their effect was antidilutive. The warrants expire in December 2013, and each warrant is a right to buy one share of common stock at an exercise price of $9.00 per share.

Recently adopted accounting pronouncements

In June 2009, the FASB
issued new accounting guidance that establishes the FASB Accounting Standards Codification as the source of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements. The new guidance
is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this guidance did not have a material impact on the Companys results of operations or financial position.

In May 2009, the FASB issued new accounting guidance that establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The new guidance is effective for interim and annual financial periods ending after June 15, 2009. The adoption of this
guidance did not have a material impact on the Companys results of operations or financial position.

In April 2009, the
FASB issued new accounting guidance related to disclosures about the fair values of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. The new guidance also amends previous
accounting literature to require those disclosures in summarized financial information at interim reporting periods. This guidance is effective for interim reporting



F-17



---

##### Table of Contents

##### Index to Financial Statements

periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The adoption of this guidance did not have a material impact on the
Companys results of operations or financial position.

In April 2009, the FASB issued new accounting guidance related to
estimating fair value in accordance with previous accounting literature when the volume and level of activity for the asset or liability have significantly decreased. The new guidance also relates to identifying circumstances that indicate if a
transaction is not orderly (i.e., a forced liquidation or distressed sale). The adoption of this guidance did not have a material impact on the Companys results of operations or financial position.

In April 2008, the FASB issued new accounting guidance that amends the factors that should be considered in developing renewal or extension
assumptions in determining the useful life of a recognized intangible asset under previous accounting literature. The new guidance is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of
this guidance did not have a material impact on the Companys results of operations or financial position.

In March
2008, the FASB issued new accounting guidance that requires enhanced disclosures about an entitys derivative and hedging activities and thereby improves the transparency of financial reporting on those activities. The new guidance is effective
for financial statements issued for fiscal years beginning after November 15, 2008. The adoption of this guidance did not have a material impact on the Companys results of operations or financial position.

In December 2007, the FASB issued new accounting guidance that establishes principles and requirements for how an acquirer in a business
combination recognizes and measures the assets acquired, liabilities assumed, and any noncontrolling interest (previously referred to as minority interest) in the acquiree. The new guidance is effective for financial statements issued for fiscal
years beginning after December 15, 2008. The adoption of this guidance changed the manner in which we accounted for the PCL acquisition, although it did not have a material impact on the Companys results of operations or financial
position.

In September 2006, the FASB issued new accounting guidance that establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair value measurements providing a single definition of fair value, which should result in increased consistency and comparability in fair value measurements. The new guidance
is effective for financial assets and liabilities for financial statements issued for fiscal years beginning after November 15, 2007 and non-financial assets and liabilities for fiscal years beginning after November 15, 2008. The adoption
of this guidance did not have a material impact on the Companys results of operations or financial position.

Recent Accounting
Standards Not Yet Adopted

In August 2009, the FASB issued new accounting guidance that provides clarification for
measuring liabilities at fair value when a quoted price in an active market for the identical liability is not available. The new guidance is effective for financial statements issued for interim and annual periods beginning after issuance. The
Company does not expect that the adoption of this guidance will have a material impact on the Companys results of operations or financial position.

In June 2009, the FASB issued new accounting guidance that improves financial reporting by enterprises involved with variable interest entities. The new guidance is effective for financial statements
issued for fiscal years beginning after November 15, 2009. The Company does not expect that the adoption of this guidance will have a material impact on the Companys results of operations or financial position.

In June 2009, the FASB issued new accounting guidance that improves and defines the information that a reporting entity provides in its
financial statements about a transfer of financial assets; the effects of a transfer on



F-18



---

##### Table of Contents

##### Index to Financial Statements

its financial position, financial performance, and cash flows; and a transferors continuing involvement, if any, in transferred financial assets. The new guidance is effective for financial
statements issued for fiscal years beginning after November 15, 2009. The Company does not expect that the adoption of this guidance will have a material impact on the Companys results of operations or financial position.

In February 2010, the FASB issued new accounting guidance that amended and establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The new guidance is effective for interim and annual financial periods ending after February 24, 2010. The Company does not
expect that the adoption of this guidance will have a material impact on the Companys results of operations or financial position.

3. Employee Benefit Plan

The Company has a 401(k) Profit Sharing Plan (the Plan) for the benefit
of eligible employees and their beneficiaries. All employees are eligible to participate in the Plan on the first day of employment. The Plan provides for a matching contribution at the discretion of the board up to 8% of eligible contributions. The
Company contributions for the years ended December 31, 2007, 2008, and 2009 were $1,450, $1,570 and $1,074, respectively.

4.
Long-Term Debt

On March 14, 2007, the Company entered into an Amended and Restated Credit Agreement (the Credit
Agreement) that provides for a $580,000 credit facility, consisting of a $555,000 term loan (the Initial Term Loan) and a $25,000 revolving credit facility. On April 3, 2007, the Company received proceeds of $555,000 to fund
the $255,000 PrairieWave acquisition purchase price, refinance the Companys existing first and second term loans, and pay transaction costs associated with the transactions. This term loan bears interest at LIBOR plus 2.25% and amortizes at a
rate of 1% per annum, payable quarterly, with a June 30, 2012 maturity date.

On January 4, 2008, the Company
entered into a First Amendment to the Credit Agreement which provides for a $59,000 incremental term loan (the First Amendment Incremental Term Loan) used to fund the $75,000 Graceba acquisition purchase price. This term loan bears
interest at LIBOR plus 2.75% and amortizes at a rate of 1% per annum, payable quarterly, with a June 30, 2012 maturity date.

On September 28, 2009, the Company entered into Amendment No. 2 to the Credit Agreement (Amendment No. 2) which extends the maturity date of an aggregate $399,000 of existing term loans under the Credit Agreement
by two years (the Extended Term Loan). The Extended Term Loan bears interest at LIBOR plus 3.50% and amortizes at a rate of 1% per annum, payable quarterly, with a June 30, 2014 maturity date. Amendment No. 2 also, among
other modifications, increases the revolving credit facility to $35,000 from $25,000 and allows for an annual, cumulative restricted payment allowance of $10,000 for dividends and/or share repurchases utilizing excess cash flow and subject to a
maximum leverage test. The Company recorded an expense of $3,422 related to the modification of the debt under the Credit Agreement in accordance with the FASB debt modification guidance. The Company also recorded $1,831 in deferred debt
modification costs that will be amortized as non-cash bank loan interest expense over the life of the Extended Term Loan.



F-19



---

##### Table of Contents

##### Index to Financial Statements

Long-term debt at December 31, 2008 and 2009 consisted of the following:



|                                                                                                                                                                                                                                       |  |      |         |      |   |        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | ---- | - | -------
|                                                                                                                                                                                                                                       |  | 2008 |         | 2009
|Initial Term Loan, at a rate of LIBOR plus 2.25% (2.48% at December 31, 2009), with $1,614 annual principal amortization,
principal payable quarterly with final principal and any unpaid interest due June 30, 2012                   |  | $    | 546,675 |      | $ | 160,586
|First Amendment Incremental Term Loan, at a rate of LIBOR plus 2.75% (2.98% at December 31, 2009), with $330 annual
principal amortization, principal payable quarterly with final principal and any unpaid interest due June 30, 2012 |  |      | 58,410  |      |   | 32,833 
|Extended Term Loan, at a rate of LIBOR plus 3.50% (3.78% at December 31, 2009), with $3,988 annual principal amortization,
principal payable quarterly with final principal and any unpaid interest due June 30, 2014                  |  |      | 0       |      |   | 396,783
|Capitalized lease obligations, at rates between 3.9% and 12.3%, with monthly principal and interest payments through December
2013                                                                                                     |  |      | 6,598   |      |   | 11,153 
|                                                                                                                                                                                                                                       |  |      |         |      |   |        
|                                                                                                                                                                                                                                       |  |      | 611,683 |      |   | 601,355
|Less current portion of long-term debt                                                                                                                                                                                                 |  |      | 7,615   |      |   | 9,841  
|                                                                                                                                                                                                                                       |  |      |         |      |   |        
|Total long-term debt, net of current portion                                                                                                                                                                                           |  | $    | 604,068 |      | $ | 591,514
|                                                                                                                                                                                                                                       |  |      |         |      |   |        

Following are maturities of long-term debt for each of
the next five years as of December 31, 2008



|           |  |   |        
|---------- |  | - | -------
|2010       |  | $ | 9,841  
|2011       |  |   | 10,111 
|2012       |  |   | 196,162
|2013       |  |   | 4,409  
|2014       |  |   | 380,832
|Thereafter |  |   | 0      
|           |  |   |        
|Total      |  | $ | 601,355
|           |  |   |        

The first lien and incremental term loans are
guaranteed by all of the Companys subsidiaries. The term loans are also guaranteed by first liens on all of the Companys assets and the assets of its guarantor subsidiaries.

The Amended Credit Agreement contains defined events of default. The Amended Credit Agreement also contains defined representations and
warranties and various affirmative and negative covenants, including:



| |  |  | limitations on the incurrence of additional debt;
| | - |  | -------------------------------------------------



| |  |  | limitations on the incurrence of liens;
| | - |  | ---------------------------------------



| |  |  | restrictions on investments;
| | - |  | ----------------------------



| |  |  | restrictions on the sale of assets;
| | - |  | -----------------------------------



| |  |  | restrictions on the payment of cash dividends on and the redemption or repurchase of capital stock;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | mandatory prepayment of amounts outstanding, as applicable, with excess cash flow, proceeds from asset sales, use of proceeds from the issuance of debt
obligations, proceeds from any equity offerings, and proceeds from casualty losses;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | restrictions on mergers and acquisitions, sale/leaseback transactions and fundamental changes in the nature of our business;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | limitations on capital expenditures; and
| | - |  | ----------------------------------------



| |  |  | maintenance of minimum ratios of debt to Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) (as defined in the credit
agreements) and EBITDA to cash interest.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-20



---

##### Table of Contents

##### Index to Financial Statements

As of December 31, 2009, the Company was in compliance with its debt covenants.

5. Operating and Capital Leases

The Company leases office space, utility poles, and other assets for varying periods, some of which have renewal or purchase options and escalation clauses. Leases that expire are generally expected to be
renewed or replaced by other leases. Total rental expense for all operating leases was approximately $4,435, $5,153 and $5,427 for the years ended December 31, 2007, 2008, and 2009, respectively. Future minimum rental payments required under
the operating and capital leases that have initial or remaining non-cancelable lease terms, in excess of one year as of December 31, 2009 are as follows:



|                                                    |  |                   |        |                 |   |       
|--------------------------------------------------- |  | ----------------- | ------ | --------------- | - | ------
|                                                    |  | CapitalizedLeases |        | OperatingLeases
|2010                                                |  | $                 | 4,422  |                 |   | 4,906 
|2011                                                |  |                   | 4,858  |                 |   | 4,194 
|2012                                                |  |                   | 2,739  |                 |   | 3,503 
|2013                                                |  |                   | 435    |                 |   | 2,507 
|2014                                                |  |                   | 0      |                 |   | 1,163 
|Thereafter                                          |  |                   | 0      |                 |   | 4,024 
|                                                    |  |                   |        |                 |   |       
|Total minimum lease payments                        |  | $                 | 12,454 |                 | $ | 20,297
|                                                    |  |                   |        |                 |   |       
|Less imputed interest                               |  |                   | 1,301  |                 |   |       
|                                                    |  |                   |        |                 |   |       
|Present value of minimum capitalized lease payments |  |                   | 11,153 |                 |   |       
|Less current portion                                |  |                   | 3,909  |                 |   |       
|                                                    |  |                   |        |                 |   |       
|Long-term capitalized lease obligations             |  | $                 | 7,244  |                 |   |       
|                                                    |  |                   |        |                 |   |       

The Company recorded $4,233, $8,732 and $15,872 for the years ended December 31, 2007, 2008
and 2009, respectively, as property, plant and equipment due to capital lease transactions for Video on Demand equipment, the buildout of various multiple dwelling units, and other properties. The Company had $8,625 and $15,408 of gross capitalized
leases recorded as property plant and equipment at December 31, 2008 and 2009, respectively. The accumulated amortization associated with these capitalized leases was $2,460 and $4,323 at December 31, 2008 and 2009, respectively. The
amortization of the capital leases is recorded in Depreciation and amortization on the statement of operations along with other property, plant and equipment. The base rentals recorded to the multiple dwelling unit capital leases are
contingent upon the Company acquiring subscribers. The Company has agreed to pay various amounts per subscriber to the lessors as the base monthly rentals. The lease terms are generally seven years. In accordance with the proper FASB guidance
relating to accounting for leases, the Company has projected the number of subscribers to record the capital asset and liability and will update the projections to actual subscribers on an annual basis.

6. Commitments and Contingencies

Purchase commitments

The Company has entered into contracts with various entities to provide programming to be
aired by the Company. The Company pays a monthly fee for the programming services, generally based on the number of video subscribers to the program, although some fees are adjusted based on the total number of video subscribers to the system and/or
the system penetration percentage. These contracts generally last for three or more years with annual price adjustments. Total programming fees were approximately $71,412, $84,014 and $88,736 for the years ended December 31, 2007, 2008, and
2009, respectively. The Company estimates that it will pay approximately $95,616, $103,552 and $111,259 in programming fees under these contracts in 2010, 2011 and 2012, respectively.



F-21



---

##### Table of Contents

##### Index to Financial Statements

Legal proceedings

The Company is subject to litigation in the normal course of its business. However, in the Companys opinion, there is no legal proceeding pending against it that would have a material adverse effect
on its financial position, results of operations or liquidity. The Company is also a party to regulatory proceedings affecting the segments of the communications industry generally in which it engages in business.

Unused Letters of Credit

The Companys unused letters of credit for vendors and suppliers was $2,012 as of December 31, 2009, which reduces the funds available under the $35,000 five year senior secured revolving loan and letter of credit facility.

7. Income Taxes

The benefit/(provision) for income taxes from continuing operations consisted of the following for the years ended December 31, 2007, 2008, and 2009:



|                                           |  |      |         |   |      |   |         |      |  |   |         |  
|------------------------------------------ |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                           |  | 2007 |         |   | 2008 |   |         | 2009 | 
|Current                                    |  | $    | 0       |   |      | $ | 0       |      |  | $ | 0       |  
|Deferred                                   |  |      | 26,988  |   |      |   | 13,208  |      |  |   | (10,422 | )
|(Increase) decrease in valuation allowance |  |      | (26,988 | ) |      |   | (13,208 | )    |  |   | 10,422  |  
|                                           |  |      |         |   |      |   |         |      |  |   |         |  
|Income tax benefit (provision)             |  | $    | 0       |   |      | $ | 0       |      |  | $ | 0       |  
|                                           |  |      |         |   |      |   |         |      |  |   |         |  

In 2008, the Company had a net increase in deferred tax liabilities of $6,872 as a result of the 2008
Graceba acquisition, with a corresponding decrease in the valuation allowance. In 2007, the Company had a net increase in deferred tax liabilities, and a corresponding decrease in the valuation allowance, of $5,997 for the 2007 PrairieWave
acquisition.

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets
and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of deferred tax assets and liabilities as of December 31, 2008 and 2009 are as follows:



|                                                    |  |      |         |   |      |   |         |  
|--------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                    |  | 2008 |         |   | 2009 |  
|Current deferred tax assets:                        |  |      |         |   |      |   |         |  
|Inventory reserve                                   |  | $    | 5       |   |      | $ | 29      |  
|Allowance for doubtful accounts                     |  |      | 365     |   |      |   | 444     |  
|Other                                               |  |      | 558     |   |      |   | 782     |  
|Valuation allowance                                 |  |      | (928    | ) |      |   | (1,255  | )
|                                                    |  |      |         |   |      |   |         |  
|Total current deferred taxes                        |  |      | 0       |   |      |   | 0       |  
|                                                    |  |     
|Non-current deferred tax assets:                    |  |      |         |   |      |   |         |  
|Net operating loss & other attributes carryforwards |  |      | 91,565  |   |      |   | 84,897  |  
|Deferred revenues                                   |  |      | 174     |   |      |   | 218     |  
|Depreciation and amortization                       |  |      | (36,913 | ) |      |   | (43,273 | )
|Investment marked to market                         |  |      | 4,626   |   |      |   | 4,760   |  
|Compensation and benefits                           |  |      | 1,634   |   |      |   | 1,308   |  
|Change in value of interest rate hedge              |  |      | 0       |   |      |   | 2,385   |  
|Other                                               |  |      | 438     |   |      |   | 479     |  
|Valuation allowance                                 |  |      | (61,524 | ) |      |   | (50,774 | )
|                                                    |  |      |         |   |      |   |         |  
|Total non-current deferred tax assets               |  |      | 0       |   |      |   | 0       |  
|                                                    |  |      |         |   |      |   |         |  
|Net deferred income taxes                           |  | $    | 0       |   |      | $ | 0       |  
|                                                    |  |      |         |   |      |   |         |  



F-22



---

##### Table of Contents

##### Index to Financial Statements

On December 31, 2008, the Company became no longer eligible for hedge accounting
related to its two interest rate swaps. As of December 31, 2008, changes in the fair value of the interest rate swaps are recorded as a gain or loss in the Other income (expense) section of the statement of operations as they are
incurred. Pursuant to current income tax laws and regulations, the Company does not record the fair value of the derivative or recognize any charges to income. Therefore, the $12,096 gain on change in fair value and $18,299 amortization of deferred
loss recorded for financial purposes result in a net $2,385 deferred tax asset.

At December 31, 2009, the Company had
available federal net operating loss carryforwards of approximately $225,000 that expire from 2010 to 2029. Of this $ 225,000 carryforward, $42,000 is related to the PrairieWave acquisition and expire from 2022 to 2027. Approximately $ 70,000 of
this carryforward is subject to annual limitations due to a change in ownership of the Company, as defined in the Internal Revenue Code. In addition, the Company had approximately $3,200 in federal net operating losses from share-based payment
awards for which it has not recorded a financial statement benefit as per the appropriate FASB guidance. The Company also had various state net operating loss carryforwards totaling approximately $620,000. Unless utilized, the state net operating
loss carryforwards expire from 2010 to 2026. For 2009, management has recorded a total valuation allowance of $52,029 against its deferred tax assets including the operating loss carryforwards.

At December 31, 2008, the Company had available federal net operating loss carryforwards of approximately $236,000 that expire from
2009 to 2028. Of this $236,000 carryforward, $42,000 is related to the PrairieWave acquisition and expire from 2022 to 2027. Approximately $72,000 of this carryforward is subject to annual limitations due to a change in ownership of the Company, as
defined in the Internal Revenue Code. In addition, the Company had approximately $4,100 in federal net operating losses from share-based payment awards for which it has not recorded a financial statement benefit as per the appropriate FASB guidance.
The Company also had various state net operating loss carryforwards totaling approximately $614,000. Unless utilized, the state net operating loss carryforwards expire from 2009 to 2026. For 2008, management has recorded a total valuation
allowance of $62,452 against its deferred tax assets including the operating loss carryforwards.

A reconciliation of the
income tax provision computed at statutory tax rates to the income tax provision for the years ended December 31, 2007, 2008, and 2009 is as follows:



|                                           |  |      |    |  |      |    |  |      |   
|------------------------------------------ |  | ---- | -- |  | ---- | -- |  | ---- | --
|                                           |  | 2007 |    |  | 2008 |    |  | 2009 |   
|Income tax benefit at statutory rate       |  | 34   | %  |  | 34   | %  |  | 34   | % 
|State income taxes, net of federal benefit |  | 5    | %  |  | 7    | %  |  | 16   | % 
|Interesthigh yield debt                   |  | (1   | )% |  | 0    | %  |  | 0    | % 
|Disqualifying Dispositions of ISOs        |  | 3    | %  |  | 0    | %  |  | (11  | )%
|Other                                      |  | 0    | %  |  | (1   | )% |  | (3   | )%
|                                           |  |      |    |  |      |    |  |      |   
|                                           |  | 41   | %  |  | 40   | %  |  | 36   | % 
|                                           |  |      |    |  |      |    |  |      |   
|(Increase) decrease in valuation allowance |  | (41  | )% |  | (40  | )% |  | (36  | )%
|                                           |  |      |    |  |      |    |  |      |   
|Income tax benefit (provision)             |  | 0    | %  |  | 0    | %  |  | 0    | % 
|                                           |  |      |    |  |      |    |  |      |   

On January 1, 2007, the Company adopted the provisions of the FASB related to accounting for
uncertainty in income taxes. At the date of adoption, and as of December 31, 2009, the Company did not have a liability for uncertain tax benefits. The Company recognizes interest and penalties related to uncertain tax positions in
income tax expense. As of December 31, 2009, the Company made no provisions for interest or penalties related to uncertain tax positions.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. For federal tax purposes, the Companys 2006 through 2009 tax years remain
open for examination by the tax authorities under the normal three year statute of limitations. Generally, for state tax purposes, the Companys 2006 through 2009 tax years remain open for examination by the tax authorities under a three year



F-23



---

##### Table of Contents

##### Index to Financial Statements

statute of limitations. Should the Company utilize any of its U.S. or state loss carryforwards, its carryforward losses, which date back to 1995, would be subject to examination.

8. Equity Interests

Knology, Inc. stock
award plans

In 2006, the board of directors and stockholders approved the Knology, Inc. 2006 Incentive Plan (the
2006 Plan). The 2006 Plan authorizes the issuance of up to 2,000,000 shares of common stock pursuant to stock option and other stock-based awards. The maximum number of shares of common stock that may be granted under the 2006 Plan to
any one person during any one calendar year is 300,000. The aggregate dollar value of any share-based award that may be paid to any one participant during any one calendar year under the 2006 Plan is $1,000. The 2006 Plan is administered by the
compensation and stock option committee of the board of directors. Options granted under the plans are intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended. The exercise
price shall be determined by the board of directors, provided that the exercise price shall not be less than the fair value of the common stock at the date of grant. The options have a vesting period of 4 years and expire 10 years from the date of
grant.

In 2008, the board of directors and stockholders approved the Knology, Inc. 2008 Incentive Plan (the 2008
Plan). The 2008 Plan authorizes the issuance of up to 3,750,000 shares of common stock pursuant to stock option and other stock-based awards. The maximum number of shares of common stock that may be granted under the 2008 Plan to any one
person during any one calendar year is 300,000. The aggregate dollar value of any share-based award that may be paid to any one participant during any one calendar year under the 2008 Plan is $3,000. The 2008 Plan is administered by the compensation
and stock option committee of the board of directors. Options granted under the plans are intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended. The exercise price shall be
determined by the board of directors, provided that the exercise price shall not be less than the fair value of the common stock at the date of grant. The options have a vesting period of 4 years and expire 10 years from the date of grant.

Stock-based compensation expense

The Company utilizes the recognition provisions of the related FASB accounting guidance for stock-based employee compensation. The following represent the expected stock option compensation expense of all
stock-based compensation plans for the next five years assuming no additional grants.



|     |  |   |      
|---- |  | - | -----
|2010 |  | $ | 4,706
|2011 |  |   | 2,214
|2012 |  |   | 526  
|2013 |  |   | 58   
|2014 |  |   | 0    
|     |  |   |      
|     |  | $ | 7,504
|     |  |   |      

Stock options

The fair value of stock options was estimated at the date of grant using a Black-Scholes option pricing model and the following weighted
average assumptions in 2007, 2008, and 2009:



|                         |  |            |   |  |            |   |  |            |  
|------------------------ |  | ---------- | - |  | ---------- | - |  | ---------- | -
|Common                   |  | 2007       |   |  | 2008       |   |  | 2009       |  
|Risk-free interest rate  |  | 3.49-5.03  | % |  | 1.55-3.49  | % |  | 1.82-2.71  | %
|Expected dividend yield  |  | 0          | % |  | 0          | % |  | 0          | %
|Expected lives           |  | Four years |   |  | Four years |   |  | Four years |  
|Expected forfeiture rate |  | 12         | % |  | 9          | % |  | 8          | %
|Expected volatility      |  | 46         | % |  | 57         | % |  | 159        | %



F-24



---

##### Table of Contents

##### Index to Financial Statements

A summary of the status of the Companys stock options as of December 31, 2009 is
presented in the following table:



|                                           |  |              |   |  |                                       |       |                                         |   |                                         |  |                |  |   |       
|------------------------------------------ |  | ------------ | - |  | ------------------------------------- | ----- | --------------------------------------- | - | --------------------------------------- |  | -------------- |  | - | ------
|                                           |  | Commonshares |   |  | Weightedaverageexerciseprice pershare |       | Weightedaveragefair valueprice pershare |   | Weightedaverageremainingcontractuallife |  | IntrinsicValue
|Outstanding as of December 31, 2006        |  | 3,145,617    |   |  | $                                     | 5.19  |                                         |   |                                         |  | 7.77           |  | $ | 19,061
|Granted                                    |  | 508,820      |   |  |                                       | 14.98 |                                         | $ | 5.83                                    |  |                |  |   |       
|Forfeited                                  |  | (97,902      | ) |  |                                       | 7.25  |                                         |   |                                         |  |                |  |   |       
|Expired                                    |  | (50,215      | ) |  |                                       | 6.69  |                                         |   |                                         |  |                |  |   |       
|Exercised                                  |  | (425,428     | ) |  |                                       | 4.27  |                                         |   |                                         |  |                |  | $ | 5,069 
|                                           |  |              |   |  |                                       |       |                                         |   |                                         |  |                |  |   |       
|Outstanding as of December 31, 2007        |  | 3,080,892    |   |  | $                                     | 6.84  |                                         |   |                                         |  | 7.29           |  | $ | 21,001
|                                           |  |              |   |  |                                      
|Granted                                    |  | 945,494      |   |  |                                       | 12.07 |                                         | $ | 5.39                                    |  |                |  |   |       
|Forfeited                                  |  | (77,623      | ) |  |                                       | 10.28 |                                         |   |                                         |  |                |  |   |       
|Expired                                    |  | (67,345      | ) |  |                                       | 14.02 |                                         |   |                                         |  |                |  |   |       
|Exercised                                  |  | (228,497     | ) |  |                                       | 3.58  |                                         |   |                                         |  |                |  | $ | 1,949 
|                                           |  |              |   |  |                                       |       |                                         |   |                                         |  |                |  |   |       
|Outstanding as of December 31, 2008        |  | 3,652,921    |   |  | $                                     | 8.20  |                                         |   |                                         |  | 7.14           |  | $ | 3,899 
|                                           |  |              |   |  |                                      
|Granted                                    |  | 399,711      |   |  |                                       | 5.72  |                                         | $ | 3.36                                    |  |                |  |   |       
|Forfeited                                  |  | (99,384      | ) |  |                                       | 10.61 |                                         |   |                                         |  |                |  |   |       
|Expired                                    |  | (199,319     | ) |  |                                       | 18.19 |                                         |   |                                         |  |                |  |   |       
|Exercised                                  |  | (618,377     | ) |  |                                       | 2.39  |                                         |   |                                         |  |                |  | $ | 4,475 
|                                           |  |              |   |  |                                       |       |                                         |   |                                         |  |                |  |   |       
|Outstanding as of December 31, 2009        |  | 3,135,552    |   |  | $                                     | 8.32  |                                         |   |                                         |  | 6.91           |  | $ | 11,054
|                                           |  |              |   |  |                                       |       |                                         |   |                                         |  |                |  |   |       
|Exercisable shares as of December 31, 2009 |  | 1,707,775    |   |  | $                                     | 6.90  |                                         |   |                                         |  | 5.89           |  | $ | 7,954 
|                                           |  |              |   |  |                                       |       |                                         |   |                                         |  |                |  |   |       

Cash received from option exercises under all share-based payment arrangements was $1,724, $818
and $1,476 for the years ended December 31, 2007, 2008 and 2009, respectively. There were no actual tax benefits realized for the tax deductions from option exercises of the share-based payment arrangements for the years ended December 31,
2007, 2008 and 2009.

The following table sets forth the exercise price range, number of shares, weighted average exercise
price, and remaining contractual lives by groups of similar price and grant date:

Common shares



|                         |  |                            |  |                                         |  |                              |       |                            |           |                              |   |      
|------------------------ |  | -------------------------- |  | --------------------------------------- |  | ---------------------------- | ----- | -------------------------- | --------- | ---------------------------- | - | -----
|Range of exercise prices |  | Outstandingas of12/31/2009 |  | Weightedaverageremainingcontractuallife |  | Weightedaverageexerciseprice |       | Exercisableas of12/31/2009 |           | Weightedaverageexerciseprice
|$1.70-$3.70              |  | 705,120                    |  | 5.62                                    |  | $                            | 2.36  |                            | 641,492   |                              | $ | 2.23 
|$3.75-$6.87              |  | 675,501                    |  | 6.89                                    |  | $                            | 5.69  |                            | 284,847   |                              | $ | 6.21 
|$7.24-$10.93             |  | 811,304                    |  | 6.89                                    |  | $                            | 9.09  |                            | 452,531   |                              | $ | 8.63 
|$10.94-$13.51            |  | 755,600                    |  | 8.03                                    |  | $                            | 13.34 |                            | 235,744   |                              | $ | 13.27
|$13.61-$18.30            |  | 188,027                    |  | 7.41                                    |  | $                            | 16.58 |                            | 93,161    |                              | $ | 16.60
|                         |  |                            |  |                                         |  |                              |       |                            |           |                              |   |      
|                         |  | 3,135,552                  |  |                                         |  |                              |       |                            | 1,707,775 |                              |   |      
|                         |  |                            |  |                                         |  |                              |       |                            |           |                              |   |      

As of December 31, 2009, 1,707,775 options for the Companys common shares with a
weighted average price of $6.90 per share were exercisable by employees of the Company. As of December 31, 2008, 1,903,523



F-25



---

##### Table of Contents

##### Index to Financial Statements

options for the Companys common shares with a weighted average of $5.82 per share were exercisable by employees of the Company. As of December 31, 2007, 1,649,904 options for the
Companys common shares with a weighted average of $5.50 per share were exercisable by employees of the Company.

Restricted Stock

On January 30, 2007, the Company granted 244,800 shares of performance-based restricted shares with a market value of
$3,192 to certain officers. The shares vest equally on each of the three anniversaries following the grant date.

On
February 12, 2008, the Company granted 124,681 shares of performance-based restricted shares with a market value of $1,363 to certain officers. The shares vest equally on each of the three anniversaries following the grant date.

On May 8, 2008, the Company granted 486,000 shares of performance-based restricted shares with a market value of $6,566 to certain
officers. The shares vest equally on each of the three anniversaries following the grant date.

On February 12, 2009, the
Company granted 138,000 shares of performance-based restricted shares with a market value of $748 to certain officers. The shares vest equally on each of the three anniversaries following the grant date.

On August 19, 2009, the Company granted 15,000 shares of performance-based restricted shares with a market value of $118 to a certain
officer. The shares vest equally on each of the three anniversaries following the grant date.

A summary of the status of the
Companys restricted stock as of December 31, 2009 is presented in the following table:



|                                  |  |              |   |  |                                    |      
|--------------------------------- |  | ------------ | - |  | ---------------------------------- | -----
|                                  |  | Commonshares |   |  | Weightedaveragegrantdate fairvalue
|Nonvested as of December 31, 2006 |  | 105,490      |   |  | $                                  | 3.70 
|Activity during 2007:             |  |              |   |  |                                    |      
|Granted                           |  | 244,800      |   |  |                                    | 13.04
|Forfeited                         |  | (32,775      | ) |  |                                    | 8.35 
|Vested                            |  | (44,518      | ) |  |                                    | 3.70 
|                                  |  |              |   |  |                                    |      
|Nonvested as of December 31, 2007 |  | 272,997      |   |  | $                                  | 11.52
|Activity during 2008:             |  |              |   |  |                                    |      
|Granted                           |  | 610,681      |   |  |                                    | 12.98
|Forfeited                         |  | 0            |   |  |                                    |      
|Vested                            |  | (120,677     | ) |  |                                    | 9.59 
|                                  |  |              |   |  |                                    |      
|Nonvested as of December 31, 2008 |  | 763,001      |   |  | $                                  | 12.99
|Activity during 2009:             |  |              |   |  |                                    |      
|Granted                           |  | 153,000      |   |  |                                    | 5.66 
|Forfeited                         |  | 0            |   |  |                                    |      
|Vested                            |  | (279,720     | ) |  |                                    | 13.00
|                                  |  |              |   |  |                                    |      
|Nonvested as of December 31, 2009 |  | 636,281      |   |  | $                                  | 11.23
|                                  |  |              |   |  |                                    |      



F-26



---

##### Table of Contents

##### Index to Financial Statements

Total non-cash stock compensation expense related to these restricted stock grants was
approximately $1,171, $2,805 and $3,878 for the years ended December 31, 2007, 2008, and 2009, respectively. The total non-cash stock compensation expense for all stock based compensation was approximately $2,799, $4,641 and $6,197 for the
years ended December 31, 2007, 2008, and 2009, respectively.

Warrants

The Company had outstanding warrants issued in connection with the 1997 high-yield debt offering with a fair value of $0 at December 31,
2007, 2008 and 2009. The warrants to purchase shares of common stock for an exercise price of $.10 per share expired in October 2007. The Company received $1 for the exercise of 50,938 warrants for the year ended December 31, 2007, and $0 for
the exercise of 0 warrants for the years ended December 31, 2008 and 2009. The Company adjusted the carrying value of the warrants based on the closing price of the Companys common stock at the end of each reporting period. For the years
ended December 31, 2007, 2008 and 2009 the company recorded loss of $(262), $0 and $0, respectively.

9. Related Party Transactions

Relatives of a member of the Companys board of directors are stockholders and employees of one of the Companys
insurance providers. The commission costs charged to the Company for insurance services were approximately $275, $292 and $291 for the years ended December 31, 2007, 2008, and 2009, respectively.

Knology participates in an agreement with ITC Holding Co., LLC, Enon Plantation, Inc., J. Smith Lanier & Co. and Kenzie Lane
Ventures, LLC regarding the joint ownership of an aircraft. ITC Holding Co., LLC and Enon Plantation, Inc. are primarily owned by a member of Knologys board of directors. The travel costs incurred by Knology for use of the aircraft were
approximately $270, $266 and $89 for the years ended December 31, 2007, 2008, and 2009, respectively.

10. Discontinued Operations

On September 7, 2007, the Company sold its telephone directory business to Yellow Book USA for $8,600. The directory
serves communities in Rapid City and the Northern Black Hills, South Dakota; and in Northeastern Wyoming. This business was included in the PrairieWave acquisition in April 2007, but was a non-core business outside of the Companys
strategic video, voice and data products and services. The Company has received cash proceeds of $8,600 as of December 31, 2009. After recording transaction costs of $139 and disposing of net assets of $210, the company recorded a gain of
$8,251, which is included in income from discontinued operations. Net income of $612 associated with the directory business since the April 3, 2007 acquisition is also included as income from discontinued operations in the statement of
operations.

11. Acquisitions

PrairieWave Holdings, Inc.

On April 3, 2007, the Company completed its acquisition of PrairieWave, a
voice, video and high-speed Internet broadband services provider in the Rapid City and Sioux Falls, South Dakota regions, as well as portions of Minnesota and Iowa. The Companys purchase of PrairieWave is a strategic acquisition that combines
companies with similar business models and philosophies such as operating in secondary and tertiary markets, servicing bundled customers, providing solid financial margins, and delivering industry-leading customer service.

The Company used the proceeds of the Amended Credit Agreement to fund the $255,000 purchase price and related transaction costs of the
PrairieWave acquisition, as well as refinance all amounts outstanding under the Companys existing first and second lien credit facilities, dated June 29, 2005. The financial position and results



F-27



---

##### Table of Contents

##### Index to Financial Statements

of operations for PrairieWave are included in the Companys presented consolidated financial statements since the date of acquisition. The total purchase price for the assets acquired, net
of liabilities assumed and including direct acquisition costs, was $256,165. Goodwill represents the excess of the cost of the business acquired over fair value or net identifiable assets at the date of acquisition. Since the Company purchased 100%
of the outstanding stock of PrairieWave, none of the goodwill is deductible for tax purposes.

The following table summarizes
the allocation of purchase price to the fair values of the assets acquired, net of liabilities and direct acquisition costs, as of April 3, 2007. The allocation adjustments have been finalized as of December 31, 2009.



|                                               |  |              |        
|---------------------------------------------- |  | ------------ | -------
|                                               |  | April 3,2007
|Assets acquired:                               |  |              |        
|Accounts receivable                            |  | $            | 6,287  
|Prepaid expenses                               |  |              | 1,322  
|Property, plant and equipment                  |  |              | 197,726
|Investments                                    |  |              | 1,293  
|Goodwill                                       |  |              | 57,807 
|Customer base                                  |  |              | 4,402  
|Intangible and other assets                    |  |              | 1,234  
|                                               |  |              |        
|Total assets acquired                          |  |              | 270,071
|Liabilities assumed:                           |  |              |        
|Accounts payable                               |  |              | 7,414  
|Accrued liabilities                            |  |              | 3,022  
|Unearned revenue                               |  |              | 3,470  
|                                               |  |              |        
|Total liabilities assumed                      |  |              | 13,906 
|                                               |  |              |        
|Purchase price, net of cash acquired of $2,680 |  | $            | 256,165
|                                               |  |              |        

Graceba Total Communications Group, Inc.

On January 4, 2008, the Company completed its stock acquisition of Graceba, a voice, video, and high-speed Internet broadband services
provider in Dothan, Alabama. The Companys purchase of Graceba is a strategic acquisition that fits well in its concentrated Southeastern footprint and combines companies with similar business models and philosophies such as operating in
secondary and tertiary markets, servicing bundled customers, providing solid financial margins, and delivering industry-leading customer service.

The Company used the $59,000 in proceeds of the First Amendment to the Amended Credit Agreement and cash on hand to fund the $75,000 purchase price. The financial position and results of operations for
Graceba are included in the Companys presented consolidated financial statements since the date of acquisition. Supplemental pro forma results of operations were not required to be presented here as the acquisition of Graceba was determined
not to be a material transaction. The total purchase price for the assets acquired, net of liabilities assumed and including direct acquisition costs, was $75,141. Goodwill represents the excess of the cost of the business acquired over fair value
or net identifiable assets at the date of acquisition. Since the Company purchased 100% of the outstanding stock of Graceba, none of the goodwill is deductible for tax purposes.



F-28



---

##### Table of Contents

##### Index to Financial Statements

The following table summarizes the allocation of purchase price to the fair values of the
assets acquired, net of liabilities and direct acquisition costs, as of January 4, 2008. The allocation adjustments have been finalized as of December 31, 2009.



|                                             |  |                |       
|-------------------------------------------- |  | -------------- | ------
|                                             |  | January 4,2008
|Assets acquired:                             |  |                |       
|Accounts receivable                          |  | $              | 644   
|Prepaid expenses                             |  |                | 75    
|Property, plant and equipment                |  |                | 18,631
|Goodwill                                     |  |                | 47,976
|Customer base                                |  |                | 9,135 
|                                             |  |                |       
|Total assets acquired                        |  |                | 76,461
|Liabilities assumed:                         |  |                |       
|Accounts payable                             |  |                | 583   
|Accrued liabilities                          |  |                | 737   
|                                             |  |                |       
|Total liabilities assumed                    |  |                | 1,320 
|                                             |  |                |       
|Purchase price, net of cash acquired of $459 |  | $              | 75,141
|                                             |  |                |       

Private Cable Co., LLC

On November 17, 2009, the Company completed its acquisition of the assets of PCL Cable, a voice, video, and high-speed Internet
broadband services provider in Athens and Decatur, Alabama. The Companys purchase of PCL Cable is a strategic acquisition that fits well in its existing operation in Huntsville, Alabama.

The Company used the cash on hand to fund the $7,500 purchase price. The financial position and results of operations for PCL are included
in the Companys presented consolidated financial statements since the date of acquisition. Supplemental pro forma results of operations were not required to be presented here as the acquisition of PCL Cable was determined not to be a material
transaction. The total purchase price for the assets acquired, net of liabilities assumed and including direct acquisition costs, was $7,500. Goodwill represents the excess of the cost of the business acquired over fair value or net identifiable
assets at the date of acquisition. Since the Company purchased the assets of PCL Cable, the goodwill is deductible for tax purposes.

The following table summarizes the allocation of purchase price to the fair values of the assets acquired, net of liabilities and direct acquisition costs, as of November 17, 2009. The allocation adjustments have been finalized as of
December 31, 2009.



|                                           |  |                  |      
|------------------------------------------ |  | ---------------- | -----
|                                           |  | November 17,2009
|Assets acquired:                           |  |                  |      
|Accounts receivable                        |  | $                | 48   
|Prepaid expenses                           |  |                  | 4    
|Property, plant and equipment              |  |                  | 4,399
|Goodwill                                   |  |                  | 3,123
|Customer base                              |  |                  | 106  
|                                           |  |                  |      
|Total assets acquired                      |  |                  | 7,680
|Liabilities assumed:                       |  |                  |      
|Accounts payable                           |  |                  | 180  
|                                           |  |                  |      
|Total liabilities assumed                  |  |                  | 180  
|                                           |  |                  |      
|Purchase price, net of cash acquired of $0 |  | $                | 7,500
|                                           |  |                  |      



F-29



---

##### Table of Contents

##### Index to Financial Statements

For the year ended December 31, 2009, it is impracticable for the Company to provide
the financial results of PCLs operations since the acquisition was absorbed by the operations of the Huntsville division. We do not record the revenues or expenses for the PCL acquisition separately from the division and no separate financial
statements are produced.



F-30