000-27927
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43-1857213
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Exhibit
Number
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Description
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99.1
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Press
Release dated as of February 9, 2007.*
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99.2 | Press Release dated as of February 9, 2007.* |
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By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice
President and Chief Accounting
Officer
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Exhibit
Number
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Description
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99.1
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Press
Release dated as of February 9, 2007.*
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99.2 | Press Release dated as of February 9, 2007.* |
· |
Fourth
quarter 2006 net losses of analog video customers were approximately
43,300 compared to a pro
forma
net loss of approximately 16,700 in the fourth quarter of
2005;
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· |
Fourth
quarter 2006 net gains of digital video customers were approximately
40,500 compared to a pro
forma
net gain of approximately 49,800 in the fourth quarter of
2005;
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· |
Fourth
quarter 2006 net gains of high-speed Internet customers were approximately
59,000 compared to a pro
forma
net gain of approximately 73,800 in the fourth quarter of 2005;
and
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· |
Fourth
quarter 2006 net gains of telephone customers were approximately
106,200,
reflecting over a 30% increase in telephone customers during the
quarter,
compared to a pro
forma
net gain of approximately 31,300 in the fourth quarter of 2005. Telephone
homes passed were approximately 6.8 million as of December 31,
2006.
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· |
the
availability, in general, of funds to meet interest payment obligations
under our debt and to fund our operations and necessary capital
expenditures, either through cash flows from operating activities,
further
borrowings or other sources and, in particular, our ability to be
able to
provide under the applicable debt instruments such funds (by dividend,
investment or otherwise) to the applicable obligor of such
debt;
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· |
our
ability to comply with all covenants in our indentures and credit
facilities, any violation of which could trigger a default of our
other
obligations under cross-default provisions;
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· |
our
ability to pay or refinance debt prior to or when it becomes due
and/or to
take advantage of market opportunities and market windows to refinance
that debt through new issuances, exchange offers or otherwise, including
restructuring our balance sheet and leverage
position;
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· |
competition
from other video programming distributors, including incumbent telephone
companies, direct broadcast satellite operators, Wi-Fi broadband
providers
and DSL providers;
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· |
unforeseen
difficulties we may encounter in our continued introduction of our
telephone services such as our ability to meet heightened customer
expectations for the reliability of voice services compared to other
services we provide and our ability to meet heightened demand for
installations and customer service;
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· |
our
ability to sustain and grow revenues and cash flows from operating
activities by offering video, high-speed Internet, telephone and
other
services and to maintain and grow a stable customer base, particularly
in
the face of increasingly aggressive competition from other service
providers;
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· |
our
ability to obtain programming at reasonable prices or to pass programming
cost increases on to our customers;
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· |
general
business conditions, economic uncertainty or slowdown;
and
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· |
the
effects of governmental regulation, including but not limited to
local
franchise authorities, on our business.
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CHARTER
COMMUNICATIONS, INC. AND SUBSIDIARIES
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UNAUDITED
RECONCILIATION OF NON-GAAP MEASURES TO GAAP
MEASURES
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(DOLLARS
IN MILLIONS)
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The
schedules below are presented in order to reconcile adjusted EBITDA,
a
non-GAAP measure, to the most directly comparable GAAP measure
in
accordance with Section 401(b) of the Sarbanes-Oxley Act. Because
the
fourth quarter has only recently ended, the information in the
schedules
below, is by necessity, preliminary in nature and based only upon
preliminary, unaudited information available to Charter as of the
date of
this release. Investors should be aware that the information in
the
schedules is subject to change upon the release of Charter's audited
results and therefore should exercise caution in relying on the
information in these schedules and should not draw any inferences
from
this information regarding financial or operating data that is
not
presented in the schedules. Because of the potential for further
adjustments, investors, in particular, should not rely on net cash
flows
from operating activities for the periods ended December 31,
2006.
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Three
Months Ended December 31,
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Year
Ended December 31,
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2006
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2005
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2006
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2005
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Actual
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Actual
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Actual
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Actual
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Adjusted
EBITDA from continuing operations (a)
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$
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503
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$
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466
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$
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1,914
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$
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1,832
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Adjusted
EBITDA from discontinued operations (a)
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-
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25
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46
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95
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|||||||||
Less:
Interest on cash pay obligations (b)
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(448
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)
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(390
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)
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(1,749
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)
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(1,535
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)
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Other,
net
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2
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(5
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)
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(15
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)
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(19
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)
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Change
in operating assets and liabilities
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(82
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)
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46
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127
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(113
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)
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|||||||
Net
cash flows from operating activities
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$
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(25
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)
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$
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142
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$
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323
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$
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260
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Three
Months Ended December 31,
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Year
Ended December 31,
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2006
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2005
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2006
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2005
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Pro
Forma (c)
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Pro
Forma (c)
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Pro
Forma (c)
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Pro
Forma (c)
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Adjusted
EBITDA (a)
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$
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503
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$
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456
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$
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1,892
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$
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1,797
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Less:
Interest on cash pay obligations (b)
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(448
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)
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(377
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)
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(1,723
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)
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(1,501
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)
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Other,
net
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2
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(5
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)
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(15
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)
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(19
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)
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||||||
Change
in operating assets and liabilities
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(82
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)
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46
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127
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(113
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)
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|||||||
Net
cash flows from operating activities
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$
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(25
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)
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$
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120
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$
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281
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$
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164
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(a)
Adjusted EBITDA is calculated by taking revenue less operating
costs and
expenses.
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(b)
Interest on cash pay obligations excludes accretion of original
issue
discounts on certain debt securities and amortization of deferred
financing costs that are reflected as interest expense in our consolidated
statements of operations.
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(c)
Pro forma results reflect the acquisition of cable systems in January
2006
and the sales of systems in July 2005 and certain sales of cable
systems
in the third quarter of 2006 as if they occurred as of January
1, 2005 for
all periods presented.
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Terms
used in the release shall have the following meanings:
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"Analog
video customers'' include all customers who receive video services
(including those who also purchase high-speed Internet and telephone
services) but exclude customers who receive high-speed Internet
service
only or telephone service only and who are only counted as high-speed
Internet customers or telephone customers.
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Included
within video customers are those in commercial and multi-dwelling
structures, which are calculated on an equivalent bulk unit ("EBU'')
basis. EBU is calculated for a system by dividing the bulk price
charged
to accounts in an area by the most prevalent price charged to non-bulk
residential customers in that market for the comparable tier of
service.
The EBU method of estimating analog video customers is consistent
with the
methodology used in determining costs paid to programmers and has
been
consistently applied year over year. As we increase our effective
analog
prices to residential customers without a corresponding increase
in the
prices charged to commercial service or multi-dwelling customers,
our EBU
count will decline even if there is no real loss in commercial
service or
multi-dwelling customers.
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"Bundled
customers" include customers receiving a combination of at least
two
different types of service, including Charter's video service,
high-speed
Internet service or telephone. "Bundled customers" do not include
customers who only subscribe to video service.
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“Customers”
include all persons our corporate billing records show as receiving
service (regardless of their payment status), except for complimentary
accounts (such as our employees). In addition, ''customers'' include
persons whose accounts were over 60, 90 and 120 days past due in
payment.
We currently believe that as of December 31, 2006 and December
31, 2005,
“customers” include approximately 35,700 and 50,500 persons whose accounts
were over 60 days past due in payment, approximately 6,000 and
14,300
persons whose accounts were over 90 days past due in payment and
approximately 2,700 and 7,400 of which were over 120 days past
due in
payment, respectively.
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"Digital
video customers'' include all households that have one or more
digital
set-top boxes or cable cards deployed.
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"High-speed
Internet customers” represent all residential customers who subscribe to
our high-speed Internet service.
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“Homes
passed” represent our estimate of the number of living units, such as
single family homes, apartment units and condominium units passed
by our
cable distribution network in the areas where we offer the service
indicated. "Homes passed" exclude commercial units passed by our
cable
distribution network. These estimates are updated for all periods
presented when estimates change.
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"Revenue
generating units" represent the sum total of all analog video,
digital
video, high-speed Internet and telephone customers, not counting
additional outlets within one household. For example, a customer
who
receives two types of service (such as analog video and digital
video)
would be treated as two revenue generating units, and if that customer
added on high-speed Internet service, the customer would be treated
as
three revenue generating units. This statistic is computed in accordance
with the guidelines of the NCTA that have been adopted by eleven
publicly
traded cable operators, including Charter.
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“Success
based capital” is defined as capital spent on customer premise equipment,
scalable infrastructure and line extensions, per NCTA
definitions.
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“Telephone
customers” include all residential customers receiving telephone service.
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· |
the
availability, in general, of funds to meet interest payment obligations
under our debt and to fund our operations and necessary capital
expenditures, either through cash flows from operating activities,
further
borrowings or other sources and, in particular, our ability to be able
to
provide under the applicable debt instruments such funds (by dividend,
investment or otherwise) to the applicable obligor of such
debt;
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· |
our
ability to comply with all covenants in our indentures and credit
facilities, any violation of which could trigger a default of our other
obligations under cross-default provisions;
|
· |
our
ability to pay or refinance debt prior to or when it becomes due and/or
to
take advantage of market opportunities and market windows to refinance
that debt through new issuances, exchange offers or otherwise, including
restructuring our balance sheet and leverage
position;
|
· |
competition
from other video programming distributors, including incumbent telephone
companies, direct broadcast satellite operators, Wi-Fi broadband providers
and DSL providers;
|
· |
unforeseen
difficulties we may encounter in our continued introduction of our
telephone services such as our ability to meet heightened customer
expectations for the reliability of voice services compared to other
services we provide and our ability to meet heightened demand for
installations and customer service;
|
· |
our
ability to sustain and grow revenues and cash flows from operating
activities by offering video, high-speed Internet, telephone and other
services and to maintain and grow a stable customer base, particularly
in
the face of increasingly aggressive competition from other service
providers;
|
· |
our
ability to obtain programming at reasonable prices or to pass programming
cost increases on to our customers;
|
· |
general
business conditions, economic uncertainty or slowdown;
and
|
· |
the
effects of governmental regulation, including but not limited to local
franchise authorities, on our business.
|