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Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

Exhibit 99.1

SUBJECT TO COMPLETION, DATED June 4, 2015

INFORMATION STATEMENT

Cable One, Inc.

210 E. Earll Drive

Phoenix, Arizona 85012

Common Stock

(par value $0.01)

We are sending you this Information Statement in connection with Graham Holdings Company’s spin-off of its wholly owned subsidiary, Cable One, Inc., or “Cable ONE”. To effect the spin-off, Graham Holdings Company, or “Graham,” will distribute all of the shares of Cable ONE common stock on a pro rata basis to the holders of Graham Class A Common Stock and Graham Class B Common Stock, referred to collectively as “Graham common stock”. We expect that the distribution of Cable ONE common stock will be tax-free to holders of Graham common stock for U.S. Federal income tax purposes.

If you are a record holder of Graham Class A Common Stock or Graham Class B Common Stock as of the close of business on June 15, 2015, which is the record date for the distribution, you will be entitled to receive one share of Cable ONE common stock for every one share of Graham Class A Common Stock or Graham Class B Common Stock you hold, in the aggregate, on that date (subject to any vesting or forfeiture terms, in the case of restricted shares of Graham Class B Common Stock, or “restricted shares”). Graham will distribute the shares of Cable ONE common stock in book-entry form, which means that we will not issue physical stock certificates.

The distribution will be effective as of 12:01 a.m., New York City time, on July 1, 2015. Immediately after the distribution becomes effective, Cable ONE will be an independent, publicly traded company.

Graham’s stockholders are not required to vote on or take any other action to approve the spin-off. We are not asking you for a proxy, and request that you do not send us a proxy. Graham stockholders will not be required to pay any consideration for the shares of Cable ONE common stock they receive in the spin-off, and they will not be required to surrender or exchange their shares of Graham common stock or take any other action in connection with the spin-off.

Graham currently owns all of the outstanding shares of Cable ONE common stock. Accordingly, no trading market for Cable ONE common stock currently exists. We expect, however, that a limited trading market for Cable ONE common stock, commonly known as a “when-issued” trading market, will develop as early as two trading days prior to the record date for the distribution, and we expect “regular-way” trading of Cable ONE common stock will begin on the first trading day after the distribution date. We intend to list Cable ONE common stock on the New York Stock Exchange under the symbol “CABO”.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012.

In reviewing this Information Statement, you should carefully consider the matters described in the section entitled “Risk Factors” beginning on page 17 of this Information Statement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this Information Statement is truthful or complete. Any representation to the contrary is a criminal offense.

This Information Statement is not an offer to sell, or a solicitation of an offer to buy, any securities.

The date of this Information Statement is             , 2015.

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TRADEMARKS AND COPYRIGHTS

We own or have rights to various trademarks, logos, service marks and trade names that we use in connection with the operation of our business. We also own or have the rights to copyrights that protect the content of our products. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Information Statement are listed without the ™, ^® or ^© symbols, but such references do not constitute a waiver of any rights that might be associated with the respective trademarks, service marks, trade names and copyrights included or referred to in this Information Statement.

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GLOSSARY OF SELECTED CABLE INDUSTRY TERMS

The following are definitions of certain terms that are commonly used in the cable industry.

Average revenue per unit (ARPU). A financial measure defined as total revenue divided by the number of subscribers.

Backbone. Interconnected data-carrying networks through which data is transmitted on a two-way basis between the headend and Internet connection points for distribution to customers of a company’s voice, video and data services.

Bandwidth. A measurement used to define the maximum capacity of a communications network, including those used to provide voice, video and data services.

Bulk ethernet. A network infrastructure that delivers data services through a direct ethernet connection from a communications network to customers.

Cable modem termination systems (CMTS). Network hardware located at the headend of a communications network that services a specific region, used to distribute voice and data services to customers in that region.

Channel-bonding. The process through which the bandwidth of two or more video channels on a cable system is converted into bandwidth used to provide data services, increasing upload and download speeds for data customers on that system.

Data over Cable Service Interface Specification (DOCSIS). A cable industry standard that allows for equipment interoperability from the CMTS (located at the headend) to the cable modem located at the customer’s premises. The latest version (DOCSIS 3.0) enables bonding of multiple channels to allow for 100Mbps or greater transmission speeds depending upon how many channels are bonded together.

Double-play. A term for a subscription package that includes two of data, video and voice services.

Fiber-to-the-home. A network infrastructure that utilizes fiber optic cables to transmit voice, video and data services all the way from a headend to homes and businesses.

Fiber-to-the-node. A network infrastructure that utilizes fiber optic cables to transmit voice, video and data services from a headend to a remote node, from which other, non-fiber technologies are used to continue the transmission to homes and businesses in the area surrounding the node.

Gigahertz (GHz). A unit of frequency that can be used to denote spectrum bands in cable networks and wireless networks, equal to 1,000 MHz.

Headend. The network facility responsible for receiving video signals for distribution to cable television customers over a communications network that services a specific region. The headend also houses the CMTS and is also sometimes referred to as a “hub”.

Homes passed. The number of serviceable and marketable homes and businesses passed by an active cable plant.

Last-mile. Refers to the final portion of a communications network, from the headend to the homes and businesses in the network, delivering voice, video and data services to customers.

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Megahertz (MHz) . A unit of frequency that can be used to denote spectrum bands in cable networks and wireless networks, equal to 1/1,000th of a GHz.

Multi-dwelling accounts. Refers to subscribers that operate multiple separate housing units for residential inhabitants contained within one building. Examples of multi-dwelling accounts include apartments, condominium complexes and other forms of communal living facilities.

National Cable & Telecommunications Association (NCTA) . The principal trade association for the United States cable television industry.

Nodes . A collection of homes and businesses within a specific geographic area that share the same “common” bandwidth for delivery of voice, video and data services, usually delivered over a fiber-to-the-node network.

Over-the-top (OTT) . Refers to the delivery of audio, video and other media over the Internet, usually by new entrants in the video services business such as Internet companies. However, cable companies may, in some markets, also offer OTT services.

Overbuilders . Refers to cable, telephone and other companies that provide video services over a wire-based network and have been granted a franchise to operate in a geographic market in which another provider of video services over a wire-based network is already operating.

Primary service unit (PSU) . A metric that measures the number of voice, video and data services that a customer purchases. Each service subscription counts as one PSU.

Triple-play. A term for a subscription package that includes all three of data, video and voice services.

Special access services . Refers to communications networks owned by cable companies but mandated by law to be made available to certain businesses and institutions to enable them to transmit their voice and data traffic. For example, wireless providers use special access lines to funnel voice and data from cellular towers to wired telephone and broadband networks.

Spectrum . Refers to the radio portion of the electromagnetic spectrum in wireless networks. Sections of spectrum are called “bands.”

Voice over Internet Protocol (VoIP) . Refers to a methodology and group of technologies used for the delivery of voice communications over Internet infrastructure, rather than telephone lines. Cable companies often utilize VoIP to deliver voice services to customers.

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SUMMARY

This summary highlights selected information from this Information Statement and provides an overview of our company, our separation from Graham and Graham’s distribution of our common stock to its stockholders. For a more complete understanding of our business and the Spin-Off, you should read this entire Information Statement carefully, particularly the discussion of “Risk Factors” beginning on page 17 of this Information Statement, and our historical and pro forma financial statements and the notes to those financial statements appearing elsewhere in this Information Statement.

At the time of Graham’s distribution of the shares of our common stock to its stockholders, Cable ONE will hold, directly or through its subsidiaries, the businesses constituting Graham’s cable systems and related operations, which we refer to as the “Cable Business”.

In this Information Statement, unless the context otherwise requires:

The transaction in which Graham will distribute to its stockholders all of the shares of our common stock is referred to in this Information Statement as the “Distribution”. The transaction in which we will be separated from Graham is sometimes referred to in this Information Statement as the “Spin-Off”.

Our Company

We are a fully integrated provider of high-speed Internet (“data” or “Internet”), cable television (“video”) and telephony (“phone” or “voice”) services in 19 Midwestern, Western and Southern states. We provide these broadband services to residential and business customers in 38 cable systems covering over 400 cities and towns. The markets we serve are primarily non-metropolitan, secondary markets, with 75% of our customers located in five states: Mississippi, Idaho, Oklahoma, Texas and Arizona. Our biggest customer concentrations are in the Mississippi Gulf Coast region and in the greater Boise, Idaho region. We are the tenth-largest cable system operator in the United States based on customers and revenues in 2014.

As of March 31, 2015, we provided service to 678,091 residential and business customers out of approximately 1,477,000 homes passed. Of these customers, 421,331 subscribed to video services, 496,579 to data services and 145,393 to voice services.

We offer a complete solution of data, video and voice services in all of our markets. Ranked by share of our total revenue in 2014 they are: residential video (44.3%), residential data (32.6%), business services (data, voice and video) (8.9%), residential voice (7.7%) and advertising sales (4.3%). The growth rates, profit margins and capital intensity of our five product lines vary significantly because of differences in the competition they face, product maturity and vendor dependency. In 2014 our operating cash flow margins for residential data and business services were approximately 4 and 5 times greater, respectively, than for residential video.

We serve our customers through a plant and network with 100% two-way capacity currently measuring approximately 700 MHz on average and DOCSIS 3.0 capabilities in all of our systems. Our technically advanced infrastructure provides for delivery of a full suite of data, video and voice products. Our broadband plant offers fiber-to-the-node with ample unused capacity and standard download speeds of 50 Mbps, which meaningfully distinguishes our offering from competitors in most of our markets. We expect to complete a substantial multi-year investment program in our plant by the end of 2016, which will result in increased broadband capacity and reliability and enable us to offer even higher download speeds to our customers (at both the standard and enhanced data service levels), which we believe will reinforce our competitive strength in this area.

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We trace our origins to a 1986 transaction in which The Washington Post Company (the prior name of our corporate parent, Graham) acquired from Capital Cities Communications, Inc. a number of other companies owning, in total, 53 cable television systems. The cable systems acquired in that transaction had approximately 350,000 subscribers in 15 Western, Midwestern and Southern states. We have continued to enhance our portfolio over time through selective acquisitions and dispositions. While we are smaller than the nation’s biggest cable companies, we have a record of consistent, long-term financial and operational success driven by our differentiated operating philosophy. We emphasize focus as opposed to scale, which is a departure from more conventional strategies in the cable industry, but is well suited to the markets in which we operate and enables us to take advantage of our strengths as a cable operator.

Our Strengths

Our strengths include the following:

Strategic Overview

We have a multi-faceted strategy that builds upon our long track record of focusing on the right markets, the right products and the right customers, as well as controlling our operating and capital costs. More specifically, our strategy includes the following principal components:

Focus on larger non-metropolitan markets. We believe our decision over 20 years ago to concentrate on non-metropolitan markets has served us well. The cable economics of these markets, for which we have optimized our strategy and our operations, are different from cable operations in major cities, and yield positive operating results for our business. The dynamics of larger, non-metropolitan markets enable us to operate at attractive margins and earn substantial returns, while remaining consistent with our focus on meeting customer demand for low prices while simultaneously keeping costs down. In addition, we tend to face less vigorous competition from telephone companies than cable operators in metropolitan markets.

Maximize free cash flow and drive profitable growth. We concentrate on the products and customers that maximize our free cash flow and provide the best opportunity for profitable growth: residential data services and business services. We believe residential video and residential phone face inexorable long-term declines. These declines are driven by a variety of factors, including intense cost pressures attributable to the demands of video programmers and cellular and smartphone offerings that draw customers away from landline telephones. As a result, we have reduced our focus on these two products and prioritized higher growth opportunities such as residential data and business services. We have declined to cross-subsidize our video business with cash flow from our higher growth, higher margin products, which has resulted in our residential video customers declining at a faster rate than the industry average. While this strategy runs contrary to conventional wisdom in the cable

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industry, which puts heavy emphasis on video customer counts and maximizing the number of PSUs per customer by bundling services, we believe it best positions us for long-term success.

Target higher value residential customers. Over the past three years, we have introduced rigorous analytics to determine the expected life-time value, or “LTV”, of current and potential residential customers. By focusing our sales, marketing and service efforts on residential customers with a high LTV, seeking to retain and sell more services to this category of customer, we are significantly reshaping our customer base. This has enabled us to earn higher profits with fewer customers and PSU subscriptions. We believe that optimizing the LTV of data-only customers, as video and voice cord-cutting accelerates, is both a necessity and an opportunity for our business.

Drive growth in residential data and business services. We believe our residential data and business services products provide attractive current and future growth opportunities. In 2014 and the first three months of 2015, we continued to further diversify our revenue streams away from video as residential data and business services represented 41.5% of our total revenue in 2014 versus 38.0% in 2013 and 44.4% of our total revenue in the first three months of 2015 versus 39.9% in the same period of 2014. Our residential data revenues grew to $265.7 million in 2014, a 5.3% increase versus 2013, and the percentage of our residential customers that were Internet-only (i.e., subscribers to data but not video or voice) grew by 50% from 2013 to 2014. Our residential data revenues grew to $69.1 million for the first three months of 2015, a 6.1% increase versus the same period of 2014. We totaled 52% of our residential starts as Internet-only in 2014. Our Internet-only connects are growing significantly faster than any other segment of our residential business. We expect that in a few years a majority of our residential customers will be Internet-only and that annual revenues from residential data will represent the largest portion of our total annual revenues. Our business services revenues grew to $72.8 million in 2014, an 18.5% increase versus 2013. Our business services revenues grew to $21.2 million for the first three months of 2015, a 17.3% increase versus the same period of 2014. We expect to generate continued growth by leveraging our existing infrastructure capabilities and footprint to offer higher broadband speeds than other providers in our markets and to expand our business services to attract more small, mid-size and enterprise business customers.

Continue our culture of cost leadership. We believe our total combined operating and capital costs per PSU over the past decade have been lower than any larger cable company with publicly reported numbers and that our operating margins compare very favorably with those of significantly larger cable operators. This is the antithesis of normal cable economy-of-scale expectations, where higher volumes are expected to create lower costs per PSU and increase operating margins. Rather than increasing our size and seeking cost savings through economies of scale, we have achieved our lower cost structure over many years by:

Balanced capital allocation . We are committed to a disciplined approach to evaluating acquisitions and internal investments, capital structure optimization and return of capital.

Cable ONE Debt

In connection with the Spin-Off, we expect to incur indebtedness in an aggregate principal amount of approximately $550 million, of which approximately $450 million will be distributed to Graham prior to the consummation of the Spin-Off. It is currently anticipated that this indebtedness will consist of senior notes or term loans, or a combination of the foregoing.

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Emerging Growth Company Status

We are an emerging growth company, as defined in Section 3(a) of the Securities Exchange Act of 1934, or the “Exchange Act”, as amended by the Jumpstart Our Business Startups Act enacted on April 5, 2012, or the “JOBS Act”. For as long as we are an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002, or the “Sarbanes-Oxley Act”, reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements and exemptions from the requirement of holding a nonbinding advisory vote on executive compensation and stockholder approval on golden parachute compensation not previously approved.

Other Information

We are a Delaware corporation. Our principal executive offices are located at 210 E. Earll Drive, Phoenix, AZ 85012. Our telephone number is (602) 364-6000. Our website address is www.cableone.net. Information contained on, or connected to, our website or Graham’s website does not and will not constitute part of this Information Statement or the Registration Statement on Form 10 of which this Information Statement is a part.

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The Spin-Off

Overview

On November 13, 2014, Graham announced plans for the complete legal and structural separation of Cable ONE from Graham.

To effect the separation, first, Graham will undertake the series of internal transactions described under “Certain Relationships and Related Party Transactions—Agreements with Graham—Separation and Distribution Agreement,” or the “Internal Transactions.” Graham will subsequently distribute all of Cable ONE’s common stock to Graham’s stockholders, and Cable ONE, holding the Cable Business, will become an independent, publicly traded company.

Prior to completion of the Spin-Off, we intend to enter into a Separation and Distribution Agreement and several other agreements with Graham related to the Spin-Off. These agreements will govern the relationship between Graham and us up to and after completion of the Spin-Off and allocate between Graham and us various assets, liabilities and obligations, including employee benefits and tax-related assets and liabilities. See “Certain Relationships and Related Party Transactions” for more detail.

Completion of the Spin-Off is subject to the satisfaction or waiver of a number of conditions. In addition, Graham has the right not to complete the Spin-Off if, at any time, Graham’s board of directors, or the “Graham Board,” determines, in its sole and absolute discretion, that the Spin-Off is not in the best interests of Graham or its stockholders, or is otherwise not advisable. See “The Spin-Off—Conditions to the Spin-Off” for more detail. If the Spin-Off is not completed for any reason, Graham and Cable ONE will have incurred significant costs related to the Spin-Off, including fees for attorneys and auditors and printer costs, that will not be recouped. In addition, members of our senior management will have devoted significant time to manage the Spin-Off process, which will decrease the time they will have to manage the business of Cable ONE.

Questions and Answers about the Spin-Off

The following provides only a summary of the terms of the Spin-Off. You should read the section entitled “The Spin-Off” below in this Information Statement for a more detailed description of the matters described below.

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“Street name” or beneficial stockholders: If you own your shares of Graham common stock beneficially through a bank, broker or other nominee, your bank, broker or other nominee will credit your account with the whole shares of our common stock you receive in the Distribution on or shortly after the Distribution Date. Please contact your bank, broker or other nominee for further information about your account.

We will not issue any physical stock certificates to any stockholders, even if requested. See “The Spin-Off—When and How You Will Receive Cable ONE Shares” for a more detailed explanation.

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See “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” for more information regarding the potential tax consequences to you of the Spin-Off.

We anticipate that trading in our common stock will begin on a “when-issued” basis as early as two trading days prior to the Record Date for the Distribution and will continue up to and including the Distribution Date. “When-issued” trading in the context of a spin-off refers to a sale or purchase made conditionally on or before the Distribution Date because the securities of the spun-off entity have not yet been distributed. “When-issued” trades generally settle within four trading days after the Distribution Date. On the first trading day following the Distribution Date, any “when-issued” trading of our common stock will end and “regular-way” trading will begin. Regular-way trading refers to trading after the security has been distributed and typically involves a trade that settles on the third full trading day following the date of the trade. See “The Spin-Off—Trading Prior to the Distribution Date” for more information. We cannot predict the trading prices for our common stock before, on or after the Distribution Date.

It is possible that after the Spin-Off, the combined equity value of Graham and Cable ONE will be less than Graham’s equity value before the Spin-Off.

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Computershare Trust Company, N.A.

250 Royall Street

Canton, MA 02021

Phone: 800-446-2617 or 781-575-2723

Before the Spin-Off, if you have any questions relating to the Spin-Off, you should contact Graham at:

Graham Investor Relations

Graham Holdings Company

1300 North 17th Street

Suite 1700

Arlington, VA 22209

investor_relations@ghco.com

After the Spin-Off, if you have any questions relating to Cable ONE, you should contact us at:

Cable ONE Investor Relations

Cable One, Inc.

210 E. Earll Drive

Phoenix, AZ 85012

investor_relations@cableone.biz

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Summary Historical Financial Data

The following tables present certain summary historical financial information. The summary historical financial data as of December 31, 2014 and December 31, 2013, and for each of the fiscal years in the three-year period ended December 31, 2014, are derived from our historical audited financial statements included elsewhere in this Information Statement. The summary financial data as of March 31, 2015 and for the three months ended March 31, 2015 and March 31, 2014 are derived from our unaudited condensed financial statements included elsewhere in this Information Statement. The unaudited condensed financial statements have been prepared on the same basis as the audited financial statements and, in the opinion of our management, include all adjustments, consisting of only ordinary recurring adjustments, necessary for a fair presentation of the information set forth in this Information Statement.

The summary historical financial data presented below should be read in conjunction with our financial statements and the accompanying notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this Information Statement. For each of the periods presented, Cable ONE was a separate wholly owned subsidiary of Graham. The financial information included herein may not necessarily reflect our financial position, results of operations and cash flows in the future or what our financial position, results of operations and cash flows would have been had we been an independent, publicly traded company during the periods presented. In addition, our historical financial information does not reflect changes that we expect to experience in the future as a result of our separation from Graham, including changes in the financing, operations, cost structure and personnel needs of our business. Further, the historical financial information includes allocations of certain Graham corporate expenses. We believe the assumptions and methodologies underlying the allocation of these expenses are reasonable. However, such expenses may not be indicative of the actual level of expense that we would have incurred if we had operated as an independent, publicly traded company or of the costs expected to be incurred in the future.

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The following table presents a reconciliation of operating cash flow and free cash flow to income from operations, which is, in each case, the most directly comparable GAAP measure:

We believe that the presentation of these non-GAAP financial measures, when considered together with our GAAP financial measures and the reconciliations to the corresponding GAAP financial measures set forth above, provides a more complete understanding of the factors and trends affecting our business than could be obtained absent these disclosures. Because non-GAAP financial measures may vary among companies, the non-GAAP financial measures presented in this Information Statement may not be comparable to similarly titled measures used by other companies. Our use of non-GAAP financial measures is not meant to be considered in isolation or as a substitute for any GAAP financial measure. A limitation of the non-GAAP financial measures is that they exclude items detailed above which have an impact on our GAAP reported results. The best way this limitation can be addressed is by evaluating our non-GAAP financial measures in combination with our GAAP reported results.

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RISK FACTORS

You should carefully consider all of the information in this Information Statement and each of the risks described below, which we believe are the principal risks that we face. Some of the risks relate to our business, others to the Spin-Off. Some risks relate principally to the securities markets and ownership of our common stock.

Any of the following risks could materially and adversely affect our business, financial condition and results of operations and the actual outcome of matters as to which forward-looking statements are made in this Information Statement.

Risks Relating to Our Business

We face significant competition from other cable companies and telephone companies, as well as other well-capitalized entrants in the video and data services industry, which could reduce our market share and lower our profits.

We operate in highly competitive, subscriber-driven and rapidly changing environments and compete with a growing number of companies that provide a broad range of communications products, services and content to subscribers. Our competitors have historically included, and we expect will continue to include, over-the-air reception providers; direct broadcast satellite, or “DBS”, providers; telephone companies that offer data and video services through digital subscriber line technology, or “DSL”, or fiber-to-the-node networks; and other cable companies that have obtained a franchise to operate in a geographic market in which we are already operating.

Currently, substantially all of our cable systems are in markets in which CenturyLink or AT&T is the established local telephone company and our primary competitor. The remainder of our cable systems are in markets where we compete with various other companies. Our cable systems generally operate pursuant to franchises, permits and similar authorizations issued by state or local governmental franchising authorities, or “LFAs”, and these franchises are typically non-exclusive. Accordingly, LFAs can grant additional franchises to our competitors and create competition in our markets where none existed previously, resulting in overbuilds. In some cases, the FCC has adopted rules that streamline entry for new competitors (particularly those affiliated with telephone companies) and reduce franchising burdens for these new entrants. Although as a general matter Internet service providers have upgraded their data networks to enable faster upload and download speeds for their customers in metropolitan markets before upgrading their data networks in our markets, CenturyLink, AT&T (through its U-verse brand) and other companies have overbuilt approximately 25% of our markets with fiber-to-the-node or other high-speed networks, such that they are able to offer voice, video and data services with increasing access speeds, albeit generally not comparable in speed to those that we currently offer. We believe that, on average, this rate of overbuild is higher than the rate of overbuild faced by cable companies in other markets. Further overbuilding could cause more of our customers to purchase data and video services from our competitors instead of from us. In our other markets, some of our telephone company competitors have entered into strategic partnerships with DBS operators that permit these telephone companies to package the video services of DBS operators with their own DSL service. We also face increasing competition for residential voice services from wireless telephone companies, as some of our customers are replacing our landline telephone service completely with wireless voice service.

In addition, new entrants with significant financial resources may compete on a larger scale with our video and data services. Through Google Fiber, Google has launched data and video services in several areas of the country, and has announced plans to increase the number of cities in which it provides these services. Google’s infrastructure consists of fiber optic technology, which is technologically superior to the DSL technology of a number of our competitors. Given its financial resources, Google may further expand into regions in which we compete, as well as prompt our competitors to continue to upgrade their own networks in order to be able to offer increased download and upload speeds necessary to remain competitive. Google’s size and financial resources

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may enable it to continue to upgrade its infrastructure. If Google expands its offerings into our markets, it may be able to offer our current customers attractive pricing and state-of-the-art technology, increasing competition in our markets.

In addition, a number of municipalities have announced plans to construct their own data networks with access speeds that match or exceed those of our own through the use of fiber optic technology. While historically municipalities in many of the markets we serve have been subject to state laws that restrain municipalities from providing broadband coverage through government-owned networks, the FCC announced on February 26, 2015, that it was relying on federal law to preempt laws in Tennessee and North Carolina that restrict municipal systems. The FCC may use this precedent to preempt similar state laws. In addition, in some cases, local government entities and municipal utilities may legally compete with us without obtaining a franchise from an LFA, reducing their barriers to entry into our markets. The FCC preemption ruling and the entrance of municipalities as competitors in our markets would add to the competition we face and could lead to additional customer attrition.

Our video business also faces substantial and increasing competition from other forms of in-home entertainment and recreational activities, including video games, mobile apps and Internet and other media companies. Internet and other media companies, including Google, Amazon, Apple, Sling TV and Netflix, increasingly offer video programming via over-the-top streaming on the Internet. Because of the significant size and financial resources of such companies, we anticipate that they will continue to invest resources in increasing the availability of video content on the Internet, which may result in less demand for the video services we provide. In addition, companies that offer over-the-top content in certain markets also provide data services, such as Google, and they may seek to increase sales of their streaming content by lowering the cost of data services for their customers, which would further increase price competition for the data services we offer. In addition to creating competition for our video services business, over-the-top content also significantly increases the volume of traffic on our data networks, which can lead to decreases in access speeds for all users if data networks are not upgraded so that their broadband capacity can keep pace with increased traffic. Any of these events could have a material negative impact on our operations, business, financial results and financial condition.

Our business is characterized by rapid technological change, and if we do not adapt to technological changes and respond appropriately to changes in consumer demand, our competitive position may be harmed.

Our success is, to a large extent, dependent on our ability to acquire, develop, adopt, upgrade and exploit new and existing technologies to address consumers’ changing demands and distinguish our services from those of our competitors. We may not be able to accurately predict technological trends or the success of new products and services. If we choose technologies or equipment that are less effective, cost-efficient or attractive to our customers than those chosen by our competitors, or if we offer services that fail to appeal to consumers, are not available at competitive prices or that do not function as expected, our competitive position could deteriorate, and our business and financial results could suffer.

The ability of some of our competitors to introduce new technologies, products and services more quickly than we can may adversely affect our competitive position. Furthermore, advances in technology, decreases in the cost of existing technologies or changes in competitors’ product and service offerings may require us in the future to make additional research and development expenditures or to offer at no additional charge or at a lower price certain products and services that we currently offer to customers separately or at a premium.

In addition, we seek to leverage overall industry experience before rolling out new technology in order to avoid investing in technology that has not been proven successful in other markets. We implement this approach to avoid costly mistakes made by early adopters of new technology that does not provide expected returns, and it exposes us to the risk that one of our competitors will adopt successful new technology before us, and leverage this new technology to attract our customers, increasing the level of customer attrition we experience and adversely affecting our business.

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Business sales increasingly contribute to our results of operations and we face risks as we attempt to further focus on sales to our business customers.

Growth in revenue from sales to our business customers has exceeded 20% on an annualized basis since we started focusing on business sales in 2011, and we may encounter challenges as we continue our initiative to expand sales of voice, video and data services to our business customers. To accommodate this expansion, we expect to commit a greater proportion of our expenditures on technology, equipment and personnel focused on our business customers. If we are unable to sufficiently maintain the necessary infrastructure and internal support functions necessary to service these customers, potential future growth of our business sales would be limited. In many cases, business customers have service level agreements that require us to provide higher standards of service and reliability. If we are unable to meet these service level requirements, or more broadly, the expectations of our business customers, we would no longer expect business sales to increase and our results of operations may be materially negatively affected.

The increase in programming costs and retransmission fees may continue in the future, resulting in lower margins than we anticipate.

Over the past few years, the sales margins on our residential video services, which accounted for 44.3% of our overall revenues in 2014, have decreased as a result of increased programming costs and retransmission fees and customer cord-cutting. Programming costs and retransmission fees paid to major programmers may continue to increase as programmers are expected to ask for higher fees. Moreover, programming cost increases have caused us, and may in the future cause us, to cease carrying channels offered by certain programmers, which may result in attrition of video subscribers. These customer losses and increased costs could result in further decreases in our residential video margins and adversely impact our business.

We may not be able to obtain necessary hardware, software and operational support.

We depend on a limited number of third-party suppliers and licensors to supply some of the hardware and software necessary to provide some of our services, including our access to the network backbone and the set-top boxes and modems that we lease to our customers. Some of these vendors represent our sole source of supply or have, either through contract or as a result of intellectual property rights, a position of some exclusivity. If any of these parties breaches or terminates its agreement with us or otherwise fails to perform its obligations in a timely manner, demand exceeds these vendors’ capacity, they experience operating or financial difficulties, they significantly increase the amount we pay for necessary products or services or they cease production of any necessary product due to lack of demand, profitability, a change in their ownership or otherwise, our ability to provide some services may be materially adversely affected. Any of these events could adversely affect our ability to retain and attract subscribers and have a material negative impact on our operations, business, financial results and financial condition.

We may make acquisitions, which could involve inherent risks and uncertainties.

We may make acquisitions, which could involve inherent risks and uncertainties, including:

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If an acquired business fails to operate as anticipated, cannot be successfully integrated with our existing business, or one or more of the other risks and uncertainties identified above occur in connection with our acquisitions, our operations, business, results of operations and financial condition could be materially negatively affected.

Adverse conditions in the United States economy could impact our results of operations.

Unfavorable general economic conditions, such as a recession or economic slowdown in the United States, could negatively affect the affordability of and demand for some of our products and services. In difficult economic conditions, consumers may seek to reduce discretionary spending by forgoing purchases of our products, electing to use fewer higher margin services or obtaining lower cost products and services offered by other companies. Similarly, under these conditions the business customers that we serve in the United States may delay purchasing decisions, delay full implementation of service offerings or reduce their use of services. In addition, adverse economic conditions may lead to an increased number of our residential and business customers that are unable to pay for services. Such conditions could also inhibit or prevent our third-party suppliers and licensors from supplying some of the hardware and software necessary to provide some of our services. If any of these events were to occur, it could have a material negative effect on our operations, business, financial condition and results of operations.

We rely on network and information systems and other technology, and a disruption or failure of such networks, systems or technology as a result of computer viruses, “cyber attacks,” misappropriation of data or other malfeasance, as well as outages, natural disasters (including extreme weather), terrorist attacks, accidental releases of information or similar events, may disrupt our business.

Network and information systems and other technologies are critical to our operating activities, both to internal uses and in supplying voice, data and video services to customers. Network or information system shutdowns or other service disruptions caused by events such as computer hacking, dissemination of computer viruses, worms and other destructive or disruptive software, “cyber attacks,” process breakdowns, denial of service attacks and other malicious activity pose increasing risks. Both unsuccessful and successful “cyber attacks” on companies have continued to increase in frequency, scope and potential harm in recent years and, because the techniques used in such attacks have become more sophisticated and change frequently, we may be unable to anticipate these techniques or implement adequate preventative measures. From time to time third parties make malicious attempts to access our network. Any successful attempts could result in an unauthorized release of information, degradation to our network and information systems or disruption to our voice, data and video services, all of which could adversely affect our results of operations.

Our network and information systems are also vulnerable to damage or interruption from power outages, natural disasters (including extreme weather arising from short-term weather patterns or any long-term changes), terrorist attacks and similar events. For example, the damage to our network infrastructure caused by Hurricane Katrina and the Joplin tornado created a significant disruption in our ability to provide services in affected areas. Any of these events could have an adverse impact on us and our customers in the future, including degradation of service, service disruption, excessive call volume to call centers and damage to our plant, equipment, data and reputation. Such an event also could result in large expenditures necessary to repair or replace such networks or information systems or to protect them from similar events in the future. Further, the impacts associated with extreme weather or any long-term changes, such as intensified storm activity, may cause increased business interruptions.

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Furthermore, our operating activities could be subject to risks caused by misappropriation, misuse, leakage, falsification or accidental release or loss of information maintained in our information technology systems and networks and those of third-party vendors, including customer, personnel and vendor data. We provide certain confidential, proprietary and personal information to third parties in connection with our business, and there is a risk that this information may be compromised. Any such compromise could require us to implement costly remediation measures.

Various U.S. Federal, state and international laws and regulations govern the collection, use, retention, sharing and security of consumer data. This area of the law is evolving, and interpretations of applicable laws and regulations differ. Legislative activity in the privacy area may result in new laws that are relevant to our operations, for example, use of consumer data for marketing or advertising. Claims of failure to comply with our privacy policies or applicable laws or regulations could form the basis of governmental or private-party actions against us. Such claims and actions may cause damage to our reputation and could have an adverse effect on our business.

Intellectual property and proprietary rights of others could prevent us from using necessary technology to provide our services or subject us to expensive intellectual property litigation.

We periodically receive claims from third parties alleging that our network and IT infrastructure infringes the intellectual property rights of others. We are generally named as joint defendants in these suits together with other providers of video, voice and data services. Typically these claims allege that aspects of our cable system architecture, electronic program guides, cable modem technology and VoIP services infringe on process patents held by third parties. It is likely that we will continue to be subject to similar claims as they relate to our cable business. Addressing these claims is a time-consuming and expensive endeavor, regardless of the merits of the claims. In order to resolve such a claim, we could determine the need to change our method of doing business, enter into a licensing agreement or incur substantial monetary liability. It is also possible that our business could be enjoined from using the intellectual property at issue, causing us to significantly alter our operations. If any such claims are successful, then the outcome would likely affect our services utilizing the intellectual property at issue and could have a material adverse effect on our operating results.

If we are unable to retain key employees, our ability to manage our business could be adversely affected.

Our operational results have depended, and our future results will depend, upon the retention and continued performance of our management team. The competitive environment for management talent in the broadband communications industry could adversely impact our ability to retain and hire new key employees for management positions. The loss of the services of key members of management and the inability or delay in hiring new key employees could adversely affect our ability to manage our business and our future operational and financial results.

Risks Relating to Regulation and Legislation

The profitability of our data services offerings may be impacted by legislative or regulatory efforts to impose so-called “net-neutrality” and other new requirements on cable operators.

The majority of our current free cash flow comes from residential data services and we expect a majority of our residential customers will be data-only in a few years. We have aligned our resources to emphasize increased sales of data services, as well as sales to business customers. In order to continue to generate free cash flow at our desired level from data services, we need the continued flexibility to develop and refine business models that respond to changing consumer uses and demands and to manage data usage efficiently, including by charging our data subscribers higher rates based on the overall bandwidth capacity available to, or used by, them, referred to as “usage-based billing”. Our ability to implement usage-based billing or other network management initiatives in the future may be restricted by legislative or regulatory efforts to impose so-called “net-neutrality” requirements on cable operators. In January 2014, the U.S. Court of Appeals for the D.C. Circuit ruled that the FCC had the fundamental authority to regulate broadband data access services as a general matter. In May 2014,

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the FCC issued a notice of proposed rulemaking to evaluate what regulations, if any, it should impose on data service providers to make sure they adopt appropriate net neutrality practices. On February 4, 2015, FCC Chairman Tom Wheeler announced his proposal that the FCC use its Title II authority to implement and enforce net-neutrality requirements on broadband providers by banning paid prioritization and the blocking and throttling of lawful content and services. As a result of this initiative, the FCC may adopt net neutrality regulations or take other actions that restrict our ability to manage bandwidth usage efficiently among our subscribers.

On February 26, 2015 the FCC elected, by a 3-2 vote, to reclassify broadband data service as a “telecommunications service,” authorizing the FCC to subject broadband data service to traditional common carriage regulation under Title II of the U.S. Federal Communications Act of 1934, as amended, or the “Communications Act”. Under a Title II framework, the FCC may regulate the rates we charge our customers for broadband data services, as well as the rates companies providing backbone connection arrangements charge us. To the extent the FCC limits our ability to price our data services, we may not be able to generate the margins on our data services that we anticipated in shifting our focus from video to data services, and our business could be materially negatively impacted. In addition, it is possible that the FCC may determine that utility companies may charge cable companies, including us, rates commensurate with the higher rates charged to telephone companies for attaching cables carrying video and other services to telephone and similar poles and underground conduits owned by these utility companies. The FCC may also rule that cable companies must contribute a portion of their revenues from data services to the U.S. Federal Universal Service Fund, or the “USF”. Current rules only require that a portion of revenues from VoIP services be contributed to the USF. The changes brought about by how USF monies are distributed may provide funding and subsidies to those who either compete with us or seek to compete with us and therefore put us at a competitive disadvantage. Moreover, if the FCC imposes USF fees on broadband services, bundled services or VoIP services, it would increase the cost of our services and harm our ability to compete. Although the vote to reclassify broadband data service as a telecommunications service occurred on February 26, 2015, we are unable to predict which of the foregoing or other regulations the FCC will adopt or forbear from adopting in connection with its reclassification or other decision.

Given that the scope of the regulation of broadband activities under Title II is not fully defined and given that the rules create procedural mechanisms for parties to complain of violations, it is reasonable to expect litigation to resolve ambiguities, which could lead to yet further regulation. The regulation of broadband activities and any related court decisions could restrict our ability to profit from our existing broadband network and limit the return we can expect to achieve on past and future investments in our broadband networks. We cannot predict what, if any, proposals might be adopted or what effect they might have on our business.

Our video and voice services are subject to additional regulation by U.S. Federal, state and local authorities, which may impose additional costs and restrictions on our businesses.

Our video services business operates in a highly regulated environment. Our cable systems generally operate pursuant to franchises, permits and similar authorizations issued by LFAs controlling the public rights-of-way, which typically are non-exclusive and limited in time, contain various conditions and limitations and provide for the payment of fees to the local authority, determined generally as a percentage of revenues. Failure to comply with all of the terms and conditions of a franchise may give rise to rights of termination by the franchising authority.

We have the ability, pursuant to the U.S. Federal Copyright Act of 1976, as amended, under certain terms and conditions, to retransmit the signals of television stations pursuant to a compulsory copyright license. From time to time, revisions to the cable compulsory copyright rules are considered. It is possible that changes in the rules or copyright compulsory license fee computations or compliance procedures could have an adverse effect on our business by increasing copyright compulsory license fee costs or by causing us to reduce or discontinue carriage of certain broadcast signals that we currently carry on a discretionary basis.

In addition, Congress, the FCC and other government agencies have implemented regulations that affect the types of set-top boxes that we can lease or deploy to our subscribers, and we expect these regulations to change

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in the future. Most recently, in January 2013, the Department of Energy tentatively designated set-top boxes and network equipment as covered consumer products and proposed to adopt a new test procedure for set-top boxes as part of its Energy Conservation Program for Consumer Products and Certain Commercial and Industry Equipment. Imposing energy conservation regulations on the hardware products we provide to our customers could impede innovation and require mandatory upgrades in our set-top boxes and be costly to us. We cannot predict when, whether or to what extent any of these proposals will be resolved or how they will affect our operations.

Our voice services business is also subject to a growing degree of regulation. Complying with these regulations may increase the costs we incur and decrease the revenues we derive from our voice business. While the compliance costs associated with the current regulatory structure applicable to our voice services business are manageable, changes in this regulatory structure are unpredictable and have the potential to further negatively impact our voice services business by increasing compliance costs and/or taxes.

Our cable system franchises are subject to non-renewal or termination. The failure to renew a franchise in one or more markets could adversely affect our business.

Many of the LFAs from whom we have obtained franchises, permits and similar authorizations required to operate our video services business have established comprehensive facilities and service requirements, as well as specific customer service standards and monetary penalties for non-compliance. In many cases, our franchises are terminable if we fail to comply with significant provisions set forth in the applicable franchise agreement governing our video operations. Franchises are generally granted for fixed terms and must be periodically renewed. LFAs may resist granting a renewal if either past performance or the prospective operating proposal is considered inadequate. LFAs often demand concessions or other commitments as a condition to renewal. The traditional cable franchising regime has recently undergone significant change as a result of various federal and state actions. Some state franchising laws do not allow us to immediately opt into favorable statewide franchising. In many cases, state franchising laws will result in fewer franchise imposed requirements for our competitors who are new entrants than for us, until we are able to opt into the applicable state franchise. We cannot assure that we will be able to comply with all significant provisions of our franchise agreements and certain of our franchisers have from time to time alleged that we have not complied with these agreements. Additionally, although historically we have renewed our franchises without incurring significant costs, we cannot assure that we will be able to renew, or to renew as favorably, our franchises in the future. A termination of or a sustained failure to renew a franchise in one or more markets could materially negatively affect our business in the affected geographic area.

In addition, certain of our franchise agreements require that the applicable LFA approve a transfer of control of Cable ONE, which the Spin-Off qualifies as under some of these franchise agreements. Although FCC rules provide that a transfer application shall be deemed granted if it is not acted upon within a 120 days after submission, as a practical matter cable operators often waive the deadline if the LFA has not completed its review to facilitate discussions and thereby avoid an LFA denying the transfer of control. Failure to obtain such consents on commercially reasonable and satisfactory terms may impair our entitlement to the benefit of these franchise agreements in the future and could materially negatively affect our business.

We may encounter increased pole attachment costs.

Under U.S. Federal law, we have the right to attach cables carrying video and other services to telephone and similar poles and underground conduits owned by utility companies. In addition, U.S. Federal law requires most telephone and power utilities to charge reasonable rates to cable operators for utilizing space on utility poles or in underground conduits in order to transmit video services to customers. However, because these cables may carry services other than video services, such as voice services, some utility pole owners have sought to impose on cable companies a telecommunications rate for utilizing pole space for voice services, which is higher than the

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statutory rate charged to cable operators for video services. In May 2010 and again in April 2011, the FCC adopted new requirements relating to pole access and construction practices that were expected to improve the ability of cable operators to attach to utility poles on a timely basis and to lower the pole attachment rate for voice services. In October 2013, the U.S. Supreme Court declined to review a lower court’s decision to uphold the FCC’s pole attachment regulations. However, utility companies are able to rebut certain presumptions in the new pricing formula, resulting in voice service prices that are higher than the video service prices. Moreover, the appropriate method for calculating pole attachment rates for cable operators that provide VoIP services remains unclear. We cannot predict the extent to which regulatory changes may affect our ability over time to secure timely access to poles at reasonable rates for our voice and video services. As a general matter, changes to our pole attachment rate structure could significantly increase our annual pole attachment costs and materially negatively impact our operations, business, financial condition and results of operations.

LFAs have the ability to impose additional regulatory constraints on our business, which could further increase our expenses.

In addition to the franchise agreement, LFAs in some jurisdictions have adopted cable regulatory ordinances that further regulate the operation of cable systems. This additional regulation increases the cost of operating our business. LFAs may impose new and more restrictive requirements. LFAs who are certified to regulate rates in the communities where they operate generally have the power to reduce rates and order refunds on the rates charged for basic video service and equipment.

Changes in broadcast carriage regulations could impose significant additional costs.

Although we would likely choose to carry all primary video feeds of local broadcast stations in the markets in which we operate voluntarily, so-called “must carry” rules could, in the future, require us to carry some local broadcast television signals on some of our cable systems that we might not otherwise carry. If the FCC seeks to revise or expand the “must carry” rules, such as to require carriage of multicast streams, we would be forced to carry video programming that we would not otherwise carry and potentially drop other, more popular programming in order to free capacity for the required programming, which could make us less competitive. Moreover, if the FCC adopts rules that are not competitively neutral, cable operators could be placed at a disadvantage versus other video providers. Any of these events could adversely affect our business.

Risks Relating to the Spin-Off

The Spin-Off could result in significant tax liability to Graham and its stockholders.

Completion of the Spin-Off is conditioned on Graham’s receipt of a written opinion of Cravath, Swaine & Moore LLP to the effect that the Distribution should qualify for non-recognition of gain and loss under Section 355 of the Code. Graham can waive receipt of the tax opinion as a condition to the completion of the Spin-Off.

The opinion of counsel does not address any state or local or foreign tax consequences of the Spin-Off. The opinion assumes that the Spin-Off will be completed according to the terms of the Separation and Distribution Agreement and the Tax Matters Agreement and relies on the facts as stated in the Separation and Distribution Agreement, the Tax Matters Agreement, the other ancillary agreements, this Information Statement and a number of other documents. In addition, the opinion is based on certain representations as to factual matters from Graham, us and Donald E. Graham. The opinion cannot be relied on if any of the assumptions, representations or covenants are incorrect, incomplete or inaccurate or are violated in any material respect.

The opinion of counsel is not binding on the Internal Revenue Service or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. Graham has not requested, and does not intend to request, a ruling from the IRS regarding the U.S. Federal income tax consequences of the Spin-Off.

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If the Distribution were determined not to qualify for non-recognition of gain and loss, U.S. Holders could be subject to tax. In this case, each U.S. Holder who receives our common stock in the Distribution would generally be treated as receiving a distribution in an amount equal to the fair market value of our common stock received, which would generally result in (1) a taxable dividend to the U.S. Holder to the extent of that U.S. Holder’s pro rata share of Graham’s current and accumulated earnings and profits; (2) a reduction in the U.S. Holder’s basis (but not below zero) in Graham common stock to the extent the amount received exceeds the stockholder’s share of Graham’s earnings and profits; and (3) a taxable gain from the exchange of Graham common stock to the extent the amount received exceeds the sum of the U.S. Holder’s share of Graham’s earnings and profits and the U.S. Holder’s basis in its Graham common stock. See below and “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off.”

We could have an indemnification obligation to Graham if the Distribution were determined not to qualify for non-recognition treatment, which could materially adversely affect our financial condition.

If, due to any of our representations being untrue or our covenants being breached, it were determined that the Distribution did not qualify for non-recognition of gain and loss under Section 355 of the Code, we could be required to indemnify Graham for the resulting taxes and related expenses. Any such indemnification obligation could materially adversely affect our financial condition.

In addition, Section 355(e) of the Code generally creates a presumption that the Distribution would be taxable to Graham, but not to stockholders, if we or our stockholders were to engage in transactions that result in a 50% or greater change by vote or value in the ownership of our stock during the four-year period beginning on the date that begins two years before the date of the Distribution, unless it were established that such transactions and the Distribution were not part of a plan or series of related transactions giving effect to such a change in ownership. If the Distribution were taxable to Graham due to such a 50% or greater change in ownership of our stock, Graham would recognize gain equal to the excess of the fair market value of our common stock distributed to Graham stockholders over Graham’s tax basis in our common stock and we generally would be required to indemnify Graham for the tax on such gain and related expenses. Any such indemnification obligation could materially adversely affect our financial condition. See “Certain Relationships and Related Party Transactions—Agreements with Graham—Tax Matters Agreement.”

We intend to agree to numerous restrictions to preserve the non-recognition treatment of the Distribution, which may reduce our strategic and operating flexibility.

We intend to agree in the Tax Matters Agreement to covenants and indemnification obligations that address compliance with Section 355 of the Code. These covenants and indemnification obligations may limit our ability to pursue strategic transactions or engage in new businesses or other transactions that may maximize the value of our business and might discourage or delay a strategic transaction that our stockholders may consider favorable. See “Certain Relationships and Related Party Transactions—Agreements with Graham—Tax Matters Agreement.”

We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off.

We believe that, as an independent, publicly traded company, we will be able to, among other things, design and implement corporate strategies and policies that are targeted to our business, better focus our financial and operational resources on our specific business, create effective incentives for our management and employees that are more closely tied to our business performance and implement and maintain a capital structure designed to meet our specific needs. However, by separating from Graham, we may be more susceptible to market fluctuations and other adverse events. In addition, we may be unable to achieve some or all of the benefits that we expect to achieve as an independent company in the time we expect, if at all. The completion of the Spin-Off will also require significant amounts of our management’s time and effort, which may divert management’s attention from operating and growing our business. If we fail to achieve some or all of the benefits that we expect to achieve as an independent company, or do not achieve them in the time we expect, our business, financial condition and results of operations could be materially negatively affected.

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We may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent, publicly traded company and we may experience increased costs after the Spin-Off.

We have historically operated as part of Graham’s corporate organization, and Graham has provided us with various corporate functions. Following the Spin-Off, Graham will have no obligation to provide us with assistance other than the transition services described under “Certain Relationships and Related Party Transactions.” These services do not include every service that we have received from Graham in the past, and Graham is only obligated to provide these services for limited periods following completion of the Spin-Off. Accordingly, following the Spin-Off, we will need to provide internally or obtain from unaffiliated third parties the services we currently receive from Graham. These services include finance, human resources, legal, information technology, general insurance, risk management and other corporate functions, the effective and appropriate performance of which are critical to our operations. We may be unable to replace these services in a timely manner or on terms and conditions as favorable as those we receive from Graham. Because our business has historically operated as part of the wider Graham organization, we may be unable to successfully establish the infrastructure or implement the changes necessary to operate independently, or may incur additional costs that could adversely affect our business. If we fail to obtain the quality of services necessary to operate effectively or incur greater costs in obtaining these services, our business, financial condition and results of operations may be materially negatively affected.

We have no recent operating history as an independent, publicly traded company, and our historical and pro forma financial information is not necessarily representative of the results we would have achieved as an independent, publicly traded company and may not be a reliable indicator of our future results.

We derived the historical and pro forma financial information included in this Information Statement from Graham’s consolidated financial statements, and this information does not necessarily reflect the results of operations and financial position we would have achieved as an independent, publicly traded company during the periods presented, or those that we will achieve in the future. This is primarily because of the following factors:

Following the Spin-Off, we will also be responsible for the additional costs associated with being an independent, publicly traded company, including costs related to corporate governance, investor and public relations and public reporting. While we have been profitable as part of Graham, we cannot assure you that our profits will continue at a similar level when we are an independent, publicly traded company. For additional information about our past financial performance and the basis of presentation of our financial statements, see “Selected Historical Financial Data,” “Unaudited Pro Forma Condensed Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements and the notes thereto included elsewhere in this Information Statement.

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We expect to incur new indebtedness concurrently with or prior to the Distribution, and the degree to which we will be leveraged following completion of the Distribution may have a material adverse effect on our business, financial condition or results of operations and cash flows.

In connection with the Spin-Off, we expect to incur indebtedness in an aggregate principal amount of approximately $550 million, of which approximately $450 million will be distributed to Graham prior to the consummation of the Spin-Off. We have historically relied upon Graham for working capital requirements and other cash requirements, including in connection with our previous acquisitions. After the Distribution, we will not be able to rely on the earnings, assets or cash flow of Graham and Graham will not provide funds to finance our working capital or other cash requirements. As a result, after the Distribution we will be responsible for servicing our own debt, and obtaining and maintaining sufficient working capital and other funds to satisfy our cash requirements. After the Spin-Off, our access to and cost of debt financing may be different from our historical access to and cost of debt financing under Graham. Differences in access to and cost of debt financing may result in differences in the interest rate charged to us on financings, as well as the amount of indebtedness, types of financing structures and debt markets that may be available to us.

Our ability to make payments on and to refinance our indebtedness, including the debt incurred in connection with the Spin-Off, as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations, financings or asset sales. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

The terms of the new indebtedness we expect to incur concurrently with or prior to the Distribution will restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in response to changes in our business, the industries in which we operate, the economy and governmental regulations.

We expect that the terms of the indebtedness we expect to incur concurrently with or prior to the Distribution will include a number of restrictive covenants that impose significant operating and financial restrictions on us and our subsidiaries and limit our ability to engage in actions that may be in our long-term best interests. These may restrict our and our subsidiaries’ ability to take some or all of the following actions:

As a result of all of these restrictions, we may be:

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A breach of any of these covenants, if applicable, could result in an event of default under the terms of this indebtedness. If an event of default occurs, the lenders would have the right to accelerate the repayment of such debt and the event of default or acceleration may result in the acceleration of the repayment of any other of our debt to which a cross-default or cross-acceleration provision applies. Furthermore, the lenders of this indebtedness may require that we pledge our assets as collateral as security for our repayment obligations. If we were unable to repay any amount of this indebtedness when due and payable, the lenders could proceed against the collateral that secures this indebtedness. In the event our creditors accelerate the repayment of our borrowings, we may not have sufficient assets to repay such indebtedness and our financial condition will be materially negatively affected.

Variable rate indebtedness would subject us to interest rate risk, which could cause our debt service obligations to increase significantly.

A portion of the indebtedness we expect to incur concurrently with or prior to the Distribution may include term loans or revolving credit facility borrowings with variable rates of interest that expose us to interest rate risks. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remains the same, and our net income and cash flows will correspondingly decrease. In addition, we will be exposed to the risk of rising interest rates to the extent that we fund our operations with short-term or variable-rate borrowings. Even if we enter into interest rate swaps in the future in order to reduce future interest rate volatility, we may not elect to maintain such interest rate swaps with respect to our variable rate indebtedness, if any, and any swaps we enter into may not fully mitigate our interest rate risk. As a result, our financial condition could be materially negatively affected.

We may have been able to receive better terms from unaffiliated third parties than the terms we receive in our agreements with Graham.

We will enter into agreements with Graham related to our separation from Graham, including the Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement and Employee Matters Agreement, while we are still part of Graham. Accordingly, these agreements may not reflect terms that would have resulted from arm’s-length negotiations among unaffiliated third parties. The terms of these agreements will relate to, among other things, allocations of assets, liabilities, rights, indemnifications and other obligations between Graham and us. We may have received better terms from third parties. See “Certain Relationships and Related Party Transactions.”

Risks Relating to Our Common Stock and the Securities Market

No market for our common stock currently exists and an active trading market may not develop or be sustained after the Spin-Off. Following the Spin-Off our stock price may fluctuate significantly.

There is currently no public market for our common stock. We intend to list our common stock on the New York Stock Exchange. We anticipate that before the Distribution Date, trading of shares of our common stock will begin on a “when-issued” basis and this trading will continue up to and including the Distribution Date. However, an active trading market for our common stock may not develop as a result of the Spin-Off or may not be sustained in the future. The lack of an active market may make it more difficult for stockholders to sell our shares and could lead to our share price being depressed or volatile.

We cannot predict the prices at which our common stock may trade after the Spin-Off. The market price of our common stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including:

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Furthermore, our business profile and market capitalization may not fit the investment objectives of some Graham stockholders and, as a result, these Graham stockholders may sell their shares of our common stock after the Distribution. See “—Substantial sales of our common stock may occur in connection with the Spin-Off, which could cause our stock price to decline.” Low trading volume for our stock, which may occur if an active trading market does not develop, among other reasons, would amplify the effect of the above factors on our stock price volatility.

Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations could adversely affect the trading price of our common stock.

Substantial sales of our common stock may occur in connection with the Spin-Off, which could cause our stock price to decline.

Graham stockholders receiving shares of our common stock in the Distribution generally may sell those shares immediately in the public market. It is likely that some Graham stockholders, possibly including some of its larger stockholders, will sell their shares of our common stock received in the Distribution if, for reasons such as our business profile or market capitalization as an independent company, we do not fit their investment objectives. The sales of significant amounts of our common stock or the perception in the market that this will occur may decrease the market price of our common stock.

We cannot assure you that we will pay dividends on our common stock, and our indebtedness may limit our ability to pay dividends on our common stock.

Following the Spin-Off, the timing, declaration, amount and payment of future dividends to stockholders will fall within the discretion of our Board. Our Board’s decisions regarding the payment of future dividends will depend on many factors, including our financial condition, earnings, capital requirements of our business and covenants associated with debt obligations, as well as legal requirements, regulatory constraints, industry practice and other factors that our Board deems relevant. For more information, see “Dividend Policy.” There can be no assurance that we will pay a dividend in the future or continue to pay any dividend if we do commence paying dividends, and there can be no assurance that, in the future, the combined annual dividends paid on Graham common stock, if any, and our common stock, if any, after the Spin-Off will equal the annual dividends on Graham common stock prior to the Spin-Off.

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Your percentage ownership in Cable ONE may be diluted in the future.

Your percentage ownership in Cable ONE may be diluted in the future because of equity awards that we expect to grant to our directors, officers and other employees. Prior to completion of the Spin-Off, we expect to approve an incentive plan that will provide for the grant of common stock-based equity awards to our directors, officers and other employees. In addition, we may issue equity as all or part of the consideration paid for acquisitions and strategic investments that we may make in the future or as necessary to finance our ongoing operations.

Certain Provisions in our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws and Delaware Law May Discourage Takeovers and the Concentration of Ownership of our Common Stock Will Affect the Voting Results of Matters Submitted for Stockholder Approval.

Several provisions of our Amended and Restated Certificate of Incorporation, Amended and Restated By-laws and Delaware law may discourage, delay or prevent a merger or acquisition that is opposed by our Board or certain stockholders holding a significant percentage of the voting power of our outstanding voting stock. These include provisions that:

These and other provisions of our Amended and Restated Certificate of Incorporation, Amended and Restated By-laws and Delaware law may discourage, delay or prevent certain types of transactions involving an actual or a threatened acquisition or change in control of Cable ONE, including unsolicited takeover attempts, even though the transaction may offer our stockholders the opportunity to sell their shares of our common stock at a price above the prevailing market price. See “Description of Our Capital Stock—Certain Provisions of Delaware Law, Our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws” for more information.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Information Statement contains “forward-looking statements” that involve risks and uncertainties. These statements can be identified by the fact that they do not relate strictly to historical or current facts, but rather are based on current expectations, estimates, assumptions and projections about the cable industry and our business and financial results. Forward-looking statements often include words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance in connection with discussions of future operating or financial performance. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. Our actual results may vary materially from those expressed or implied in our forward-looking statements. Accordingly, undue reliance should not be placed on any forward-looking statement made by us or on our behalf. Important factors that could cause our actual results to differ materially from those in our forward-looking statements include government regulation, economic, strategic, political and social conditions and the following factors:

Any forward-looking statements made by us in this Information Statement speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.

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THE SPIN-OFF

Background

On November 13, 2014, Graham announced plans for the complete legal and structural separation of the Cable Business from Graham. To effect the separation, Graham is undertaking the Internal Transactions described under “Certain Relationships and Related Party Transactions—Agreements with Graham—Separation and Distribution Agreement.”

Following the Internal Transactions, Graham will distribute all of its equity interest in us, consisting of all of the outstanding shares of our common stock, to holders of Graham’s Class A Common Stock and Class B Common Stock on a pro rata basis. Following the Spin-Off, Graham will not own any equity interest in us, and we will operate independently from Graham. No approval of Graham’s stockholders is required in connection with the Spin-Off, and Graham’s stockholders will not have any appraisal rights in connection with the Spin-Off.

Completion of the Spin-Off is subject to the satisfaction, or the Graham Board’s waiver, of a number of conditions. In addition, Graham has the right not to complete the Spin-Off if, at any time, the Graham Board determines, in its sole and absolute discretion, that the Spin-Off is not in the best interests of Graham or its stockholders or is otherwise not advisable. For a more detailed description, see “—Conditions to the Spin-Off.”

Reasons for the Spin-Off

The Graham Board has regularly reviewed the businesses that comprise Graham to confirm that Graham’s resources are being put to use in a manner that is in the best interests of Graham and its stockholders. In reaching the decision to pursue the Spin-Off, the Graham Board considered a range of potential structural alternatives for the Cable Business and recommended the Spin-Off as the most attractive alternative that would enhance stockholder value and be in the best interests of Graham and Cable ONE. In evaluating these alternatives with the goal of enhancing stockholder value, the Graham Board considered input and advice from members of Graham and Cable ONE management. As part of this evaluation, the Graham Board considered a number of factors, including the strategic clarity and flexibility for Graham and Cable ONE after the Spin-Off, the ability of Graham and Cable ONE to compete and operate efficiently and effectively (including Cable ONE’s ability to retain and attract management talent) after the Spin-Off, the financial profile of Graham and Cable ONE and the potential reaction of investors and the probability of successful execution of the various structural alternatives and the risks associated with those alternatives.

As a result of this evaluation, the Graham Board determined that proceeding with the Spin-Off would be in the best interests of Graham and its stockholders. The Graham Board considered the following potential benefits of this approach:

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In determining whether to effect the Spin-Off, the Graham Board considered the costs and risks associated with the transaction, including the costs associated with preparing Cable ONE to become an independent, publicly traded company, the risk of volatility in our stock price immediately following the Spin-Off due to sales by Graham’s stockholders whose investment objectives may not be met by our common stock, the time it may take for us to attract our optimal stockholder base, the possibility of disruptions in our business as a result of the Spin-Off, the risk that the combined trading prices of our common stock and Graham’s Class B Common Stock after the Spin-Off may drop below the trading price of Graham’s Class B Common Stock before the Spin-Off, the risk that the value of shares of Graham Class A Common Stock, which are convertible into shares of Graham Class B Common Stock at the option of the holders on a one-for-one basis, may decline and the loss of synergies and scale from operating as one company. Notwithstanding these costs and risks, taking into account the factors discussed above, the Graham Board determined that the Spin-Off provided the best opportunity to achieve the above benefits and enhance stockholder value.

When and How You Will Receive Cable ONE Shares

Graham will distribute to its stockholders, as a pro rata dividend, one share of our common stock for every one share of Graham common stock outstanding as of June 15, 2015, the Record Date of the Distribution.

Prior to the Distribution, Graham will deliver all of the issued and outstanding shares of our common stock to the distribution agent. Computershare Trust Company, N.A., will serve as distribution agent in connection with the Distribution and as transfer agent and registrar for our common stock.

If you own Graham common stock as of the close of business on June 15, 2015, the shares of our common stock that you are entitled to receive in the Distribution (subject to the terms of the awards, for restricted shares) will be issued to your account as follows:

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Commencing on or shortly after the Distribution Date, the distribution agent will mail to you an account statement that indicates the number of whole shares of our common stock that have been registered in book-entry form in your name. We expect it will take the distribution agent up to two weeks after the Distribution Date to complete the distribution of the shares of our common stock and mail statements of holding to all registered stockholders.

If you sell any of your shares of Graham common stock on or before the Distribution Date, the buyer of those shares may in some circumstances be entitled to receive the shares of our common stock to be distributed in respect of the Graham shares you sold. See “—Trading Prior to the Distribution Date” for more information.

We are not asking Graham stockholders to take any action to approve the Spin-Off. We are not asking you for a proxy and request that you not send us a proxy. We are also not asking you to make any payment or surrender or exchange any of your shares of Graham common stock for shares of our common stock. The number of outstanding shares of Graham common stock will not change as a result of the Spin-Off.

Number of Shares You Will Receive

On the Distribution Date, you will receive one share of our common stock for every one share of Graham Class A Common Stock or Graham Class B Common Stock you owned, in the aggregate, as of the Record Date.

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Material U.S. Federal Income Tax Consequences of the Spin-Off

Consequences to U.S. Holders of Graham Common Stock

The following is a summary of the material U.S. Federal income tax consequences to holders of Graham common stock in connection with the Distribution. This summary is based on the Code, the Treasury Regulations promulgated under the Code and judicial and administrative interpretations of those laws, in each case as in effect and available as of the date of this Information Statement and all of which are subject to change at any time, possibly with retroactive effect. Any such change could affect the tax consequences described below.

This summary is limited to holders of Graham common stock that are U.S. Holders, as defined immediately below, that hold their Graham common stock as a capital asset. A “U.S. Holder” is a beneficial owner of Graham common stock that is, for U.S. Federal income tax purposes:

This summary does not discuss all tax considerations that may be relevant to stockholders in light of their particular circumstances, nor does it address the consequences to stockholders subject to special treatment under the U.S. Federal income tax laws, such as:

This summary does not address any state or local or foreign tax consequences or any estate, gift or other non-income tax consequences.

If a partnership, or any other entity treated as a partnership for U.S. Federal income tax purposes, holds Graham common stock, the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership is urged to consult its own tax advisor as to its tax consequences.

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YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL, STATE AND LOCAL AND FOREIGN TAX CONSEQUENCES OF THE DISTRIBUTION.

General

Completion of the Spin-Off is conditioned upon Graham’s receipt of a written opinion of Cravath, Swaine & Moore LLP, counsel to Graham, to the effect that the Distribution should qualify for nonrecognition of gain and loss under Section 355 of the Code. The opinion will be based on the assumption that, among other things, the representations made, and information submitted, in connection with it are accurate. If the Distribution qualifies for this treatment, and subject to the qualifications and limitations set forth herein, for U.S. Federal income tax purposes:

U.S. Holders that have acquired different blocks of Graham common stock at different times or at different prices are urged to consult their tax advisors regarding the allocation of their aggregate adjusted tax basis among, and the holding period of, shares of our common stock distributed with respect to such blocks of Graham common stock.

The opinion of counsel does not address any state or local or foreign tax consequences of the Spin-Off. The opinion assumes that the Spin-Off will be completed according to the terms of the Separation and Distribution Agreement and the Tax Matters Agreement and relies on the facts as stated in the Separation and Distribution Agreement, the Tax Matters Agreement, the other ancillary agreements, this Information Statement and a number of other documents. In addition, the opinion is based on certain representations as to factual matters from Graham, us and Donald E. Graham. The opinion cannot be relied on if any of the assumptions, representations or covenants is incorrect, incomplete or inaccurate or are violated in any material respect.

The opinion of counsel will not be binding on the IRS or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. Graham has not requested, and does not intend to request, a ruling from the IRS regarding the U.S. Federal income tax consequences of the Spin-Off.

If the Distribution were determined not to qualify for non-recognition of gain and loss, the above consequences would not apply and U.S. Holders could be subject to tax. In this case, each U.S. Holder who receives our common stock in the Distribution would generally be treated as receiving a distribution in an amount equal to the fair market value of our common stock received, which would generally result in:

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Information Statement

Treasury Regulations require each Graham stockholder that, immediately before the Distribution, owned 5% or more (by vote or value) of the total outstanding stock of Graham to attach to such stockholder’s U.S. Federal income tax return for the year in which the Distribution occurs a statement setting forth certain information related to the Distribution.

Consequences to Graham

The following is a summary of the material U.S. Federal income tax consequences to Graham in connection with the Spin-Off that may be relevant to holders of Graham common stock.

As discussed above, completion of the Spin-Off is conditioned upon Graham’s receipt of a written opinion of Cravath, Swaine & Moore LLP, counsel to Graham, to the effect that the Distribution should qualify for nonrecognition of gain and loss under Section 355 of the Code. If the Distribution qualifies for nonrecognition of gain and loss under Section 355 of the Code, no gain or loss should be recognized by Graham as a result of the Distribution (other than income or gain arising from any imputed income or other adjustment to Graham, us or our respective subsidiaries if and to the extent that the Separation and Distribution Agreement or any ancillary agreement is determined to have terms that are not at arm’s length). The opinion of counsel is subject to the qualifications and limitations as are set forth above under “—Consequences to U.S. Holders of Graham Common Stock”.

If the Distribution were determined not to qualify for non-recognition of gain and loss under Section 355 of the Code, then Graham would recognize gain equal to the excess of the fair market value of our common stock distributed to Graham stockholders over Graham’s tax basis in our common stock.

Indemnification Obligation

If, due to any of our representations being untrue or our covenants being breached, it were determined that the Distribution did not qualify for non-recognition of gain and loss under Section 355 of the Code, we could be required to indemnify Graham for taxes resulting from the recognition of gain described above and related expenses. In addition, current tax law generally creates a presumption that the Distribution would be taxable to Graham, but not to holders, if we or our stockholders were to engage in transactions that result in a 50% or greater change by vote or value in the ownership of our stock during the four-year period beginning on the date that begins two years before the date of the Distribution, unless it were established that such transactions and the Distribution were not part of a plan or series of related transactions giving effect to such a change in ownership. If the Distribution were taxable to Graham due to such a 50% or greater change in ownership of our stock,

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Graham would recognize gain equal to the excess of the fair market value of our common stock distributed to Graham stockholders over Graham’s tax basis in our common stock and we generally would be required to indemnify Graham for the tax on such gain and related expenses.

Results of the Spin-Off

After the Spin-Off, we will be an independent, publicly traded company. Immediately following the Spin-Off, we expect to have approximately 39,049 beneficial holders of shares of our common stock and approximately 5.83 million shares of our common stock outstanding, based on the number of Graham stockholders and shares of Graham common stock outstanding on March 31, 2015. The actual number of shares of our common stock Graham will distribute in the Spin-Off will depend on the actual number of shares of Graham common stock outstanding on the Record Date (other than any restricted shares that may be forfeited on or prior to the Spin-Off), which will reflect any issuance of new shares or exercises of outstanding options pursuant to Graham’s equity plans, and any repurchase of Graham shares by Graham under its common stock repurchase program, on or prior to the Record Date. The Spin-Off will not affect the number of outstanding shares of Graham common stock or any rights of Graham stockholders, although we expect the trading price of shares of Graham Class B Common Stock immediately following the Distribution to be lower than immediately prior to the Distribution because the trading price of Graham Class B Common Stock will no longer reflect the value of the Cable Business. Although there is no active trading market for shares of Graham Class A Common Stock, because such shares are convertible into shares of Graham Class B Common Stock at the option of the holders on a one-for-one basis, we expect that the value of the Graham Class A Common Stock will be similarly lower. Furthermore, until the market has fully analyzed the value of Graham without the Cable Business, the trading price of shares of Graham Class B Common Stock may fluctuate.

Before our separation from Graham, we intend to enter into a Separation and Distribution Agreement and several other agreements with Graham related to the Spin-Off. These agreements will govern the relationship between us and Graham up to and after completion of the Spin-Off and allocate between us and Graham various assets, liabilities, rights and obligations, including employee benefits and tax-related assets and liabilities. We describe these arrangements in greater detail under “Certain Relationships and Related Party Transactions—Agreements with Graham.”

Listing and Trading of our Common Stock

As of the date of this Information Statement, we are a wholly owned subsidiary of Graham. Accordingly, no public market for our common stock currently exists, although a “when-issued” market in our common stock may develop prior to the Distribution. See “—Trading Prior to the Distribution Date” below for an explanation of a “when-issued” market. We intend to list our shares of common stock on the New York Stock Exchange under the symbol “CABO.” Following the Spin-Off, Graham Class B Common Stock will continue to trade on the New York Stock Exchange under the symbol “GHC.”

Neither we nor Graham can assure you as to the trading price of Graham Class B Common Stock or our common stock after the Spin-Off, or as to whether the combined trading prices of our common stock and the Graham Class B Common Stock after the Spin-Off will be less than, equal to or greater than the trading prices of Graham Class B Common Stock prior to the Spin-Off. Although there is no active trading market for shares of Graham Class A Common Stock, because such shares are convertible into shares of Graham Class B Common Stock at the option of the holders on a one-for-one basis, we expect that the value of the Graham Class A Common Stock will be affected in a manner similar to the Graham Class B Common Stock. The trading price of our common stock may fluctuate significantly following the Spin-Off. See “Risk Factors—Risks Relating to Our Common Stock and the Securities Market” for more detail.

The shares of our common stock distributed to Graham stockholders will be freely transferable, except for shares received by individuals who are our affiliates. Individuals who may be considered our affiliates after the Spin-Off include individuals who control, are controlled by or are under common control with us, as those terms

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generally are interpreted for U.S. Federal securities law purposes. These individuals may include some or all of our directors and executive officers. Individuals who are our affiliates will be permitted to sell their shares of our common stock only pursuant to an effective registration statement under the Securities Act of 1933, or the “Securities Act,” or an exemption from the registration requirements of the Securities Act, such as those afforded by Section 4(a)(1) of the Securities Act or Rule 144 thereunder.

Trading Prior to the Distribution Date

We expect a “when-issued” market in our common stock to develop as early as two trading days prior to the Record Date for the Distribution and continue up to and including the Distribution Date. “When-issued” trading refers to a sale or purchase made conditionally on or before the Distribution Date because the securities of the spun-off entity have not yet been distributed. If you own shares of Graham common stock at the close of business on the Record Date, you will be entitled to receive shares of our common stock in the Distribution. If you hold Graham Class B Common Stock, you may trade this entitlement to receive shares of our common stock, without the shares of Graham Class B Common Stock you own, on the “when-issued” market. In order to trade this entitlement in respect of shares of Graham Class A Common Stock you own on the “when-issued” market, you must first complete the conversion of such shares into Graham Class B Common Stock in accordance with the requirements set forth in Graham’s Restated Certificate of Incorporation. We expect “when-issued” trades of our common stock to settle within four trading days after the Distribution Date. On the first trading day following the Distribution Date, we expect that “when-issued” trading of our common stock will end and “regular-way” trading will begin.

We also anticipate that, as early as two trading days prior to the Record Date and continuing up to and including the Distribution Date, there will be two markets in Graham Class B Common Stock: a “regular-way” market and an “ex-distribution” market. Shares of Graham Class B Common Stock that trade on the regular-way market will trade with an entitlement to receive shares of our common stock in the Distribution. Shares that trade on the ex-distribution market will trade without an entitlement to receive shares of our common stock in the Distribution. Therefore, if you sell shares of Graham Class B Common Stock in the regular-way market up to and including the Distribution Date, you will be selling your right to receive shares of our common stock in the Distribution. However, if you own shares of Graham Class B Common Stock at the close of business on the Record Date and sell those shares on the ex-distribution market up to and including the Distribution Date, you will still receive the shares of our common stock that you would otherwise be entitled to receive in the Distribution.

Following the Distribution Date, we expect shares of our common stock to be listed on the New York Stock Exchange under the trading symbol “CABO.” If “when-issued” trading occurs, the listing for our common stock is expected to be under a trading symbol different from our regular-way trading symbol. We will announce our “when-issued” trading symbol when and if it becomes available. If the Spin-Off does not occur, all “when-issued” trading will be null and void.

Conditions to the Spin-Off

We expect that the separation will be effective on the Distribution Date, provided that the following conditions shall have been satisfied or waived by Graham:

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The fulfillment of the above conditions will not create any obligation on Graham’s part to complete the Spin-Off. We are not aware of any material U.S. Federal, foreign or state regulatory requirements with which we must comply, other than SEC rules and regulations, or any material approvals that we must obtain, other than the approval for listing of our common stock, the SEC’s declaration of the effectiveness of the Registration Statement, the FCC’s consent to the transfer of control of the FCC licenses and the consent of certain LFAs under certain of our cable franchise agreements, in connection with the Distribution. Graham has the right not to complete the Spin-Off if, at any time, the Graham Board determines, in its sole and absolute discretion, that the Spin-Off is not in the best interests of Graham or its stockholders or is otherwise not advisable. See “Risk Factors—Our cable system franchises are subject to non-renewal or termination. The failure to renew a franchise in one or more markets could adversely affect our business.”

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Reasons for Furnishing this Information Statement

We are furnishing this Information Statement solely to provide information to Graham’s stockholders who will receive shares of our common stock in the Distribution. You should not construe this Information Statement as an inducement or encouragement to buy, hold or sell any of our securities or any securities of Graham. We believe that the information contained in this Information Statement is accurate as of the date set forth on the cover. Changes to the information contained in this Information Statement may occur after that date, and neither we nor Graham undertakes any obligation to update the information except in the normal course of our and Graham’s public disclosure obligations and practices.

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DIVIDEND POLICY

We anticipate paying a dividend following the Spin-Off beginning in the final quarter of 2015. We currently expect that, initially, $1.50 of the existing $2.65 quarterly dividend per share paid by Graham to its stockholders would be attributable to us and paid by us. The timing, declaration, amount and payment of future dividends to our stockholders will fall within the discretion of our Board and will depend on many factors, including our financial condition, results of operations and capital requirements, industry practice and other business considerations that our Board considers relevant from time to time. In addition, the terms of the agreements governing our new indebtedness or indebtedness that we may incur in the future may restrict the payments of dividends. There can be no assurance that we will pay a dividend in the future or continue to pay any dividend if we do commence the payment of dividends. See also “Risk Factors—Risks Relating to Our Common Stock and the Securities Market.” We cannot assure you that we will pay dividends on our common stock, and our indebtedness may limit our ability to pay dividends on our common stock.

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CAPITALIZATION

The following table sets forth our cash and capitalization as of March 31, 2015, on an historical basis and on an as adjusted basis to give effect to the Spin-Off and the transactions related to the Spin-Off, as if they occurred on March 31, 2015. You should review the following table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical and pro forma financial statements and accompanying notes included elsewhere in this Information Statement.

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SELECTED HISTORICAL FINANCIAL DATA

The following tables present certain selected historical financial information. The selected historical financial data as of December 31, 2014 and December 31, 2013, and for each of the fiscal years in the three-year period ended December 31, 2014, are derived from our historical audited financial statements included elsewhere in this Information Statement. The selected financial data as of March 31, 2015 and for the three months ended March 31, 2015 and March 31, 2014 are derived from our unaudited condensed financial statements included elsewhere in this Information Statement. The unaudited condensed financial statements have been prepared on the same basis as the audited financial statements and, in the opinion of our management, include all adjustments, consisting of only ordinary recurring adjustments, necessary for a fair presentation of the information set forth in this Information Statement.

The selected historical financial data presented below should be read in conjunction with our financial statements and the accompanying notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this Information Statement. For each of the periods presented, we were a wholly owned subsidiary of Graham. The financial information included herein may not necessarily reflect our financial position, results of operations and cash flows in the future or what our financial position, results of operations and cash flows would have been had we been an independent, publicly traded company during the periods presented. In addition, our historical financial information does not reflect changes that we expect to experience in the future as a result of our separation from Graham, including changes in the financing, operations, cost structure and personnel needs of our business. Further, the historical financial information includes allocations of certain Graham corporate expenses. We believe the assumptions and methodologies underlying the allocation of these expenses are reasonable. However, such expenses may not be indicative of the actual level of expense that we would have incurred if we had operated as an independent, publicly traded company or of the costs expected to be incurred in the future.

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UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

The unaudited pro forma condensed financial statements of Cable ONE consist of the unaudited pro forma condensed statements of operations for the three months ended March 31, 2015 and for the year ended December 31, 2014, and an unaudited pro forma condensed balance sheet as of March 31, 2015. The unaudited pro forma condensed financial statements should be read in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements and the accompanying notes included elsewhere in this Information Statement.

The unaudited pro forma condensed financial statements have been derived from our historical financial statements included in this Information Statement and are not intended to be a complete presentation of our financial position or results of operations had the transactions contemplated by the Separation and Distribution Agreement and related agreements occurred as of the dates indicated. In addition, they are provided for illustrative and informational purposes only and are not necessarily indicative of our future results of operations or financial condition as an independent, publicly traded company. The pro forma adjustments are based upon available information and assumptions that management believes are reasonable, that reflect the expected impacts of events directly attributable to the Spin-Off and that are factually supportable and, for purposes of the statement of operations, are expected to have a continuing impact on us. However, such adjustments are subject to change based on the finalization of the terms of the Spin-Off and related transaction agreements.

The unaudited pro forma condensed statements of operations for the three months ended March 31, 2015 and for the year ended December 31, 2014 reflect our results as if the Spin-Off and related transactions described below had occurred as of January 1, 2014. The unaudited pro forma condensed balance sheet as of March 31, 2015 reflects our results as if the Spin-Off and related transactions described below had occurred as of such date.

The unaudited pro forma condensed financial statements give effect to the following:

The operating expenses reported in our historical statements of operations include allocations of certain Graham costs. These costs include allocation of Graham corporate costs, shared services and other costs that benefit us. As a stand-alone public company, we expect to incur additional recurring costs. Our preliminary estimates of the additional recurring costs expected to be incurred annually are approximately $3 million to $7 million higher than the expenses historically allocated to us from Graham.

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Our preliminary estimates of the recurring costs of being a stand-alone public company include, among other things:

No pro forma adjustments have been made to our financial statements to reflect the additional costs and expenses described above because they are projected amounts based on estimates and would not be factually supportable.

We do not currently anticipate that the costs we will incur during our transition to a stand-alone public company will be material, as pre-Spin-Off costs are generally being funded by Graham.

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See Notes to Unaudited Pro Forma Condensed Financial Statements

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See Notes to Unaudited Pro Forma Condensed Financial Statements.

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See Notes to Unaudited Pro Forma Condensed Financial Statements

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CABLE ONE, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

(in thousands, except per share data)

Debt issuance costs are amortized over the terms of the associated debt and credit facility. Certain additional liquidity facility fees are expensed as incurred. Actual interest expense may be higher or lower. A 1/8% variance in the assumed interest rate (on a blended basis) on the assumed debt would change annual interest expense by $0.7 million.

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BUSINESS

Introduction

We are a fully integrated provider of data, video and voice services in 19 Midwestern, Western and Southern states. We provide these broadband services to residential and business customers in 38 cable systems covering over 400 cities and towns. The markets we serve are primarily non-metropolitan, secondary markets, with 75% of our customers located in five states: Mississippi, Idaho, Oklahoma, Texas and Arizona. Our biggest customer concentrations are in the Mississippi Gulf Coast region and in the greater Boise, Idaho region. We are the tenth-largest cable system operator in the United States based on customers and revenues in 2014.

As of March 31, 2015, we provided service to 678,091 residential and business customers out of approximately 1,477,000 homes passed. Of these customers, 421,331 subscribed to video services, 496,579 to data services and 145,393 to voice services.

We offer a complete solution of data, video and voice services in all of our markets. Ranked by share of our total revenue in 2014 they are: residential video (44.3%), residential data (32.6%), business services (data, voice and video) (8.9%), residential voice (7.7%) and advertising sales (4.3%). The growth rates, profit margins and capital intensity of our five product lines vary significantly because of differences in the competition they face, product maturity and vendor dependency. In 2014 our operating cash flow margins for residential data and business services were approximately 4 and 5 times greater, respectively, than for residential video. We define operating cash flow margin for a product line as operating cash flow attributable to that product line divided by revenue attributable to that product line (see the section entitled “Summary Historical Financial Data” for the definition of operating cash flow and a reconciliation of operating cash flow to income from operations, which is the most directly comparable GAAP measure). This margin disparity is largely the result of significant programming costs and retransmission fees incurred to deliver residential video services, which in each of 2012, 2013 and 2014 represented between 50% and 60% of total residential video revenues (in addition to the other material direct and indirect costs associated with residential video). None of our other product lines has direct costs representing as substantial a portion of revenues as programming costs and retransmission fees represent for residential video, and indirect costs are allocated equally on a per PSU basis. Programming costs and retransmission fees have a meaningfully lower impact on business services margins than residential video because business services include video, data and voice, diminishing the relative impact of programming costs and retransmission fees on that product line as a whole.

We serve our customers through a plant and network with 100% two-way capacity currently measuring approximately 700 MHz on average and DOCSIS 3.0 capabilities in all of our systems. Our technically advanced infrastructure provides for delivery of a full suite of data, video and voice products. Our broadband plant offers fiber-to-the-node with ample unused capacity and standard download speeds of 50 Mbps, which meaningfully distinguishes our offering from competitors in most of our markets. We expect to complete a substantial multi-year investment program in our plant by the end of 2016, which will result in increased broadband capacity and reliability and enable us to offer even higher download speeds to our customers (at both the standard and enhanced data service levels), which we believe will reinforce our competitive strength in this area.

Corporate History

In 1986, The Washington Post Company (the prior name of our corporate parent, Graham) acquired from Capital Cities Communications, Inc. a number of other companies owning, in total, 53 cable television systems. The Washington Post Company paid $350 million for these systems. The cable systems acquired in that transaction had approximately 350,000 subscribers in 15 Western, Midwestern and Southern states. All other mid-sized cable operators that existed when we were established have since exited the cable business.

Subsequent to the Capital Cities transaction, we completed over 30 acquisitions and dispositions of cable systems, both through cash sales and trades of certain of our cable systems for cable systems of other cable

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operators, ultimately increasing our customer count to the current total of approximately 687,000. We have been disciplined about the price we pay in acquisitions, acquiring new customers opportunistically at what we considered favorable prices. In the process, we have substantially reshaped our original geographic footprint and resized our typical system, exiting a number of metropolitan markets and many very small markets. For example, we traded to other cable operators our cable systems in the Chicago, San Francisco, Cleveland and Indianapolis markets (which we acquired as part of the Capital Cities transaction) for cable systems in non-metropolitan markets that fit our business model.

While we are smaller than the nation’s biggest cable companies, we have a record of consistent, long-term financial and operational success driven by our differentiated operating philosophy. We emphasize focus as opposed to scale, which is a departure from more conventional strategies in the cable industry, but is well suited to the markets in which we operate and enables us to take advantage of our strengths as a cable operator.

Industry Overview

Cable companies in the United States are typically fully integrated providers of video, data and voice services to residential and business customers in various geographic regions. A dedicated local headend typically serves each of a cable company’s individual cable systems, receiving video, data and voice service signals by connecting directly to the network backbone, which aggregates signals delivered through over-the-air broadcasting, fiber optic networks and satellite transmissions. From the headend, cable companies modulate, amplify and distribute these signals over a proprietary network of coaxial and fiber optic cable to the homes and businesses of subscribers via cable modems and television set-top boxes. In addition to leasing physical access to the network backbone from telecommunications companies, cable companies also purchase licenses to provide their subscribers with access to cable television channels owned by programmers and distributed over the network backbone. Cable companies also typically sell advertising on their video channels. The cable industry has benefited from a progression of profitable new broadband product introductions over the past 15 years, including high-speed data service, high-definition and digital video service and VoIP voice service.

Cable companies generate revenue by charging subscription fees to their residential and business customers, typically billed in advance on a monthly basis, at rates that vary according to the data, video and/or voice services for which customers subscribe, and the type of video and Internet access equipment furnished to them, as well as through advertising sales. The margins that a cable company can earn on its PSU offerings vary from product to product. Because of rising programming costs, the profit margin on video is generally lower than it once was and significantly lower than the current margins on data. Despite low video margins, the strategy of many cable companies is to market and sell all three PSUs as a single “triple play” package in order to maximize the number of PSUs per household. Many in the industry believe it is desirable to sell all three products as a package because they consider video service a gateway offering to sell data service and because fixed costs per customer can be spread over multiple PSUs. However, recent industry trends have been towards increases in data subscribers even as video subscriptions have declined.

Cable companies generally operate by establishing cable systems in geographic markets under non-exclusive franchises granted by state or local authorities for specified periods of time. The most sought-after markets by major cable companies have generally been the largest metropolitan markets. These markets are thought to offer the advantages of population density (which may permit efficient construction and operation of a cable distribution system) and attractive demographics, including customers with higher income-per-household than their counterparts in non-metropolitan, secondary markets, leading to lower price sensitivity and a willingness to purchase a greater number of PSUs.

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Our Strengths

We have a variety of strengths as a cable operator, stemming from, among other things, ongoing capital investments in our plant and our focus on serving customers in non-metropolitan markets. These strengths include the following:

Attractive markets . Our customers are located primarily in non-metropolitan, secondary markets with favorable competitive dynamics in comparison to major urban centers. In particular:

Deep customer understanding. We have operated as a non-metropolitan cable business for over 20 years. In order to understand our customers’ demands and preferences, we have conducted daily customer research for nearly two decades and currently conduct thousands of customer satisfaction surveys per year. We believe we have gained valuable insight into how to serve customers in non-metropolitan markets, including with respect to providing an optimal mix of video channel options, price points and best-in-class customer service levels.

Superior broadband technology with ample unused capacity . We offer our residential and business data customers Internet products at faster speeds than those available from competitors in most of our markets. Our broadband plant consists of a hybrid fibercoax (HFC) system offering fiber-to-the-node with ample unused capacity. Our standard broadband offering for our residential customers since 2011 has been a download speed of 50 Mbps, which is at the high end of the range of standard residential offerings even today in our markets. Our enhanced broadband offering for our residential customers is currently a download speed of 70 Mbps, which we expect to raise to 100 Mbps by the end of 2015.

In addition, we have made significant investments in our business consistent with our strategic focus to enhance sales of residential data services and business services. We expect to complete substantial, multi-year plant and product enhancements by the end of 2016, which will increase our broadband capacity and reliability, as well as both the standard and enhanced download speeds that we offer our customers. These initiatives have caused us to incur several years of higher than usual capital spending. However, we believe the competitive benefits will be significant, particularly for data services.

We anticipate the foregoing capital projects will facilitate sustained increases in residential data and business services and customer satisfaction. We also believe that our levels of capital spending will decline going forward as these large projects are completed.

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Low cost structure and competitive pricing . We believe our operating and capital costs, taken as a whole, are as low as or lower than any major cable operator. We attribute our low cost structure to a commitment to focusing on retaining our highest value customers, rather than seeking to obtain as many customers as possible, and the lower costs of operations available in a non-metropolitan market compared to a metropolitan market. In addition, because we operate our residential and business broadband data service with a competitive plant and cost structure, we are able to offer our customers both attractive pricing and compelling products.

Customer satisfaction . We have a customer focused approach, influencing how we are organized, how we sell our services and how we service our customers. For example, we offer a same-day-service guarantee in almost every one of our markets, which we believe none of our major competitors in our markets currently offer. We believe that our dedication to providing a differentiated customer experience is an important driver of our overall value proposition and creates loyalty, improves customer retention and drives increased demand for our services. We have always focused on customer satisfaction, with an emphasis on consistently benchmarking our customer satisfaction over time and relative to our competitors based on internally and externally generated customer-satisfaction data.

Associate satisfaction. We have also focused on employee, or associate, satisfaction, believing our customers’ satisfaction is tightly linked to our associate satisfaction. Associate satisfaction has been routinely measured over time internally and has been consistently high throughout the past decade, based on internal measurements. We currently measure our associate satisfaction annually. None of our employees have been unionized for over two decades.

Experienced management team . Our senior management team is comprised of senior executives who have significant experience in the cable industry. Our executive management team has an average tenure at Cable ONE (or its predecessors) of approximately 20 years, and we believe this team is deeply knowledgeable about cost and competitive conditions in our markets. They also understand and are deeply committed to our strategy, which we developed on a collaborative basis over many years.

Our Strategies

We have a multi-faceted strategy that builds upon our long track record of focusing on the right markets, the right products and the right customers, as well as controlling our operating and capital costs. More specifically, our strategy includes the following principal components:

Focus on larger non-metropolitan markets. We believe our decision over 20 years ago to concentrate on non-metropolitan markets has served us well and we intend to continue to focus on offering our products primarily in these markets. The cable economics of non-metropolitan markets, for which we have optimized our strategy and our operations, are different from cable operations in major cities, and yield positive operating results for our business. Because price points for services in non-metropolitan markets are generally lower, and customers in non-metropolitan markets tend to subscribe to fewer PSUs, our average revenue per user and PSUs are lower than they might be in metropolitan markets. However, many of our costs are lower than they would be in metropolitan markets. The dynamics of larger, non-metropolitan markets enable us to operate at attractive margins and earn substantial returns, while remaining consistent with our focus on meeting customer demand for low prices while simultaneously keeping costs down. In addition, we tend to face less vigorous competition from telephone companies than cable operators in metropolitan markets.

Maximize free cash flow and drive profitable growth. We concentrate on the products and customers that maximize our free cash flow and provide the best opportunity for profitable growth. We believe residential video and residential phone face inexorable long-term declines. With respect to the video product, programmers are charging higher rates for content to cable companies providing video services (often for content for which viewership is declining), and cable companies have had to choose between absorbing those increases to the detriment of their margins or passing on the full cost to customers, which adversely affects customer demand. At

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the same time, the rapid expansion of over-the-top offerings via the Internet has given customers new alternatives to cable companies’ video offerings. In addition, demand for cellular and smartphone offerings have reduced residential voice starts for us and others in our industry. As a result, we have reduced our focus on these two products and prioritized higher growth opportunities such as residential data and business services.

We have declined to cross-subsidize our video business with cash flow from our higher growth, higher margin products which has resulted in our residential video customers declining at a faster rate than the industry average. Our residential video customers decreased by 16.9% in 2014 versus 2013 and by 20.4% in the first three months of 2015 versus the same period of 2014. Residential video revenues also declined by $24.6 million, or 6.4%, in 2014 versus 2013, and by $9.3 million, or 9.6%, in the first three months of 2015 versus the same period of 2014. We attribute the slower decline in revenues in part to video rate increases and our ability to retain residential video customers with a relatively higher LTV, even as we suffer attrition from our video customers with a relatively lower LTV. While this strategy runs contrary to conventional wisdom in the cable industry, which puts heavy emphasis on video customer counts and maximizing the number of PSUs per customer by bundling services, we believe it best positions us for long-term success. For us, success in winning and retaining residential data and business services customers are far more important metrics than the number of triple-play customers we have.

Target higher value residential customers. Over the past three years, we have introduced rigorous analytics to determine the LTV of current and potential residential customers. We target marketing and customer service at customers who we believe are likely to produce the greatest free cash flow over the life of their service relationships with us, rather than seeking to obtain the highest possible number of new customers. We analyze the net present value of every residential start and seek to identify customers with relatively higher LTV than other potential customers. These high-LTV customers tend to be more likely than customers generally to buy data service rather than video service, less likely to contribute to overall customer churn and more likely to pay on time. By seeking to retain and sell more services to residential customers with a high LTV, we are significantly reshaping our customer base. This has enabled us to earn higher profits with fewer customers and PSU subscriptions. We believe that optimizing the LTV of data-only customers as video and voice cord-cutting accelerates is both a necessity and an opportunity for our business.

Drive growth in residential data and business services. We believe our residential data and business services products provide attractive current and future growth opportunities. Our disciplined prioritization of residential data and business services is reflected in everything we do, including pricing, the allocation of sales, marketing and customer service resources, capital spending and the way we conduct negotiations with suppliers, especially video suppliers. In 2014 and the first three months of 2015, we continued to further diversify our revenue streams away from video as residential data and business services represented 41.5% of our total revenue in 2014 versus 38.0% in 2013 and 44.4% of our total revenue in the first three months of 2015 versus 39.9% in the same period of 2014. Our residential data revenues grew to $265.7 million in 2014, a 5.3% increase versus 2013, and the percentage of our residential customers that were Internet-only grew by 50% from 2013 to 2014. Our residential data revenues grew to $69.1 million for the first three months of 2015, a 6.1% increase from the same period of 2014. We totaled 52% of our residential starts as Internet-only in 2014. We believe we have demonstrated that it is possible to decouple unit growth in our residential data and residential video businesses, which historically have been marketed as a package. Our Internet-only connects are growing significantly faster than any other segment of our residential business. We expect that in a few years a majority of our residential customers will be Internet-only and that annual revenues from residential data will represent the largest portion of our total annual revenues.

Our business services revenues grew to $72.8 million in 2014, an 18.5% increase versus 2013. In addition, our business services customers increased by 15.5% during the same period. Our business services revenues grew to $21.2 million for the first three months of 2015, a 17.3% increase from the same period of 2014. We expect to generate continued growth in business services by leveraging our existing infrastructure capabilities and footprint to offer higher broadband speeds than other providers in our markets and to expand our business services to attract more small, mid-size and enterprise business customers.

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Continue our culture of cost leadership. We do not subscribe to the view that a mid-sized cable company cannot be successful because we believe that successful strategies that substitute focus for size can be as effective as the economies-of-scale strategy pursued by many of our competitors.

We believe our total combined operating and capital costs per PSU over the past decade have been lower than any larger cable company with publicly reported numbers and that our operating margins compare very favorably with those of significantly bigger firms in the cable industry. This is the antithesis of normal cable economies-of-scale expectations, where higher volumes are expected to create lower costs per PSU and increase operating margins. Rather than increasing our size and seeking cost savings through economies-of-scale, we have achieved our lower cost structure over many years by focusing on:

We believe our strategy of focus has produced positive results. Since 2011, as of December 31, 2014, we have experienced a 60% reduction in bad debt; a 21% reduction in the frequency of telephone customer service calls, resulting in a 21% headcount reduction in telephone customer service personnel; a decline of 21% in the frequency of technicians being dispatched to customer locations, resulting in a 13% headcount reduction in the staff devoted to that function; and an overall headcount reduction of 308, representing a reduction, primarily through attrition, of more than 13% of our total workforce (now 2,022).

Balanced capital allocation . We are committed to a disciplined approach to evaluating acquisitions and internal investments, capital structure optimization and return of capital.

Our Products

Residential Video Services

Residential video services represented approximately 44.3% of our total revenues in 2014 and 43.3% of our total revenues in the first three months of 2015. We offer a broad variety of residential video services, generally ranging from a basic video service to a full digital service with access to hundreds of channels. Our basic video service generally consists of local networks, local community programming, such as governmental and public access, and certain other channels, such as weather, shopping and religious channels. Our digital video service includes national and regional cable networks, premium channels, music channels and an interactive, electronic programming guide with parental controls. Premium channels include networks such as HBO, Showtime, Starz and Cinemax that generally offer, without commercial interruption, movies, original programming, live sporting events and concerts and other features. Our digital video customers may also subscribe to our advanced services.

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Our advanced video services include TiVo DVRs, which digitally record programming and pause and rewind live programming, and HD set-top boxes, which provide high-resolution picture quality, improved audio quality and a wide-screen format and allow our customers to access Internet content on their televisions.

Our TV Everywhere product enables our video customers to stream content on their computers, allowing them to watch our programming away from a television. Customers also have the ability to browse our program guide, search for programming and schedule DVR recordings from inside and outside the home online and through our mobile TV app. Our online offerings include many of our largest and most popular networks, including HBO and Cinemax.

Residential Data Services

Residential data services represented approximately 32.6% of our total revenues in 2014 and 34.0% of our total revenues in the first three months of 2015. We offer multiple tiers of data services with download speeds up to 70 Mbps to our residential customers. Our data services also include our Internet portal, http://home.cableone.net, which provides multiple e-mail addresses, as well as a variety of content and media from local, national and international providers including entertainment, games, news and sports. To meet the increasing bandwidth needs of our customers who use multiple Internet-connected devices in the home, our customers may lease wireless routers to maximize their wireless Internet speeds.

Residential Voice Services

Residential voice services represented approximately 7.7% of our total revenues in 2014 and 7.2% of our total revenues in the first three months of 2015. We provide residential voice services using VoIP to transmit digital voice signals over our network. Our voice services include unlimited local and long-distance calling, voicemail, call waiting, three-way calling, caller ID, anonymous call rejection and other features. Our voice services also provide international calling by the minute.

Business Services

We consider the video, voice and data services products we sell to our business customers as a separate product from our residential versions of these services. Business services represented approximately 8.9% of our total revenues in 2014 and 10.4% of our total revenues in the first three months of 2015. We offer multiple tiers of voice, video and data services for a variety of small to enterprise businesses. Business video packages range from a basic video service tier to a comprehensive video selection including variety, news and sports programming in high-definition. We offer our business customers data services with download speeds ranging from 30 Mbps to 75 Mbps, with varying upload speed options and the ability to have a single IP address, which increase their ability to provide uninterrupted services to their own customers. Business voice services packages range from one line to multi-line options including availability of all the most popular calling features like caller ID, call waiting, call forwarding and much more. We also lease fiber-optic cable capacity on a wholesale basis to our business customers.

Advertising

Advertising sales represented approximately 4.3% of our total revenues in 2014 and 3.7% of our total revenues in the first three months of 2015. Our agreements with each of our programmers provide that we may sell a specified amount of time on our programmers’ channels, during both local and national programming spots, to our advertising customers. We also produce television commercials for these customers. We also sell advertising space on select cable network websites.

Competition

We operate in highly competitive, subscriber-driven and rapidly changing environments and compete with a growing number of companies that provide a broad range of communications products, services and content to

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subscribers. Our competitors have historically included, and we expect will continue to include, over-the-air reception providers; DBS providers; telephone companies that offer Internet and video services through DSL technology or fiber-to-the-node networks; and other cable companies that have been granted a franchise to operate in a geographic market in which we are already operating.

Substantially all of our cable systems are in markets in which CenturyLink or AT&T is the established local telephone company and our primary competitor. The remainder of our cable systems are in markets where we compete with various other established telephone companies. AT&T (through its U-verse brand) and other companies have overbuilt approximately 25% of our markets with fiber-to-the-node or other high-speed networks, such that they are able to offer voice, video and data services with video and data services with high access speeds (albeit generally lower when compared to those that we offer). We believe that, on average, this rate is higher than the rate of overbuild faced by cable companies in other markets. However, less than 1% of the customers in our markets have access to fiber-to-the-home from our competitors. Fiber-to-the-home facilitates greater access speeds than we are able to offer through our fiber-to-the-node hybrid fibercoax (HFC) infrastructure at this time, although in the next few years we expect our access speeds to be comparable to those provided by fiber-to-the-home. In addition, on their own or via strategic partnerships with DBS operators that permit telephone companies to package the video programming services of DBS operators with telephone companies’ own DSL service, some telephone companies are competing with our video programming and data services. We also face increasing competition for residential voice services from wireless telephone companies, as some of our customers are replacing our landline telephone service completely with wireless service.

In addition, new entrants with significant financial resources may compete on a larger scale with our video and data services. Through Google Fiber, Google has launched data and video services in several areas of the country, and has announced plans to increase the number of cities in which it provides these services. Google’s infrastructure consists of fiber optic wirelines, which is technologically superior to the DSL technology of certain of our competitors.

In addition, a number of municipalities have announced plans to construct their own data networks with access speeds that match or exceed those of our own through the use of fiber optic technology. While historically municipalities in many of the markets we serve have been subject to state laws that restrain municipalities from providing broadband coverage through government-owned networks, President Obama has indicated that the FCC should consider preempting these state laws. In addition, in some cases, local government entities and municipal utilities may legally compete with us without obtaining a franchise from an LFA, reducing their barriers to entry into our markets. FCC preemption and the entrance of municipalities as competitors in our markets would add to the competition we face and could lead to additional customer attrition.

Our video business also faces substantial and increasing competition from other forms of in-home entertainment and recreational activities, including video games, mobile apps and Internet and other media companies. Internet and other media companies, including Google, Amazon, Apple, Sling TV and Netflix, increasingly offer video programming via over-the-top streaming on the Internet. Because of the significant size and financial resources of such companies, we anticipate that they will continue to invest resources in increasing the availability of video content on the Internet.

Employees

As of December 31, 2014, we had approximately 2,022 full-time employees, and none was represented by a union.

Regulation

Our video, data and voice operations are subject to various requirements imposed by the U.S. local, state and Federal governmental authorities. The regulation of certain cable rates pursuant to procedures established by

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Congress has negatively affected our revenue. Certain other legislative and regulatory matters discussed in this section also have the potential to adversely affect our data, voice and video businesses.

Cable

U.S. Federal law requires or authorizes the imposition of a wide range of regulations on cable operations.

Franchising. We are required to obtain franchises from state or local governmental authorities to operate our cable systems. Those franchises typically are non-exclusive and limited in time, contain various conditions and limitations and provide for the payment of fees to the local authority, determined generally as a percentage of revenues. Failure to comply with all of the terms and conditions of a franchise may give rise to rights of termination by the franchising authority. The FCC has adopted rules designed to expedite the process of awarding competitive franchises and relieving applicants for competing franchises of some locally-imposed franchise obligations. This development, which is especially beneficial to new entrants, is expected to continue to accelerate the competition we are experiencing in the video service marketplace.

Rate Regulation. FCC regulations prohibit local franchising authorities or the FCC from regulating the rates that cable systems charge for certain levels of video cable service, equipment and service calls when those cable systems are subject to “effective competition.” The FCC has confirmed that some of the cable systems owned by Cable ONE fall within the effective-competition exemption. Nevertheless, monthly subscription rates charged for the basic tier of cable service, as well as rates charged for equipment rentals and service calls for many of our cable systems, remain subject to regulation by local franchising authorities in accordance with FCC rules.

“Must-Carry” and Retransmission Consent.  U.S. Federal law provides that a television broadcast station may, subject to certain limitations, insist on carriage of its signal on cable systems located within the station’s prescribed area. As a result, certain of our cable systems must carry broadcast stations that we might not otherwise have elected to carry.

In other cases, we have been required to provide consideration to broadcasters to obtain retransmission consent, such as commitments to carry other program services offered by a station or an affiliated company, to purchase advertising on a station or to provide advertising availabilities on cable to a station, or to provide cash compensation. This development results in increased operating costs for cable systems, which ultimately increases the rates cable systems charge subscribers. In March and November 2014, the FCC and Congress imposed new requirements in this area including restrictions on broadcasters’ ability to jointly negotiate with cable providers for carriage of their stations, and the FCC is seeking comment on possible new regulations in this area, including possibly eliminating rules preventing cable and satellite providers from carrying duplicating network or syndicated programming under certain circumstances, which could affect our business.

Pole Attachments. U.S. Federal law requires most telephone and power utilities to charge reasonable rates to cable operators for utilizing space on utility poles or in underground conduits. In May 2010 and again in April 2011, the FCC adopted new requirements relating to pole access and construction practices that were expected to improve the ability of cable operators to attach to utility poles on a timely basis and to lower the pole attachment rate for telecommunications services. In October 2013, the U.S. Supreme Court declined to review a lower court’s decision to uphold the FCC’s pole attachment regulations. We cannot predict the extent to which these and other rule changes will affect our ability over time to secure timely access to poles at reasonable rates. As a general matter, changes to our pole attachment rate structure could significantly increase our annual pole attachment costs.

U.S. Federal Copyright Issues.  The U.S. Federal Copyright Act of 1976, as amended, gives cable systems the ability, under certain terms and conditions and assuming that any applicable retransmission consents have been obtained, to retransmit the signals of television stations pursuant to a compulsory copyright license.

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The U.S. Federal Copyright Office is considering requests for clarification and revisions of certain cable compulsory copyright license reporting requirements, and from time to time, other revisions to the cable compulsory copyright rules are considered. We cannot predict the outcome of any such inquiries. However, it is possible that changes in the rules or copyright compulsory license fee computations or compliance procedures could have an adverse effect on our business by increasing copyright compulsory license fee costs or by causing us to reduce or discontinue carriage of certain broadcast signals that we currently carry on a discretionary basis.

Telephone Company Competition.  U.S. Federal law permits telephone companies to offer video programming services. Over the past decade, telephone companies have pursued multiple strategies to enter the market for the delivery of multichannel video programming services, such as partnering with DBS operators or obtaining local franchise agreements. Increased competition from telephone companies that provide competing services could have a material effect on our business.

Over-the-Top Video Programming.  The continued proliferation of broadband services in the United States has enabled cable programmers and broadcast television stations to “stream” their video content to consumers over the Internet. Although we have benefited generally from the growth in broadband due to our role as a provider of broadband services, the continued and growing availability of cable programming and broadcast television content on the Internet may result in less demand for our cable service offering. Some providers of cable service are marketing their own version of over-the-top video programming, thus enabling their subscribers to access cable programming outside of their home or business. In addition, online video distributors and other over-the-top video distributors have begun to stream broadcast programming over the Internet. Broadcasters challenged this practice, and in June 2014 the Supreme Court determined that such streaming requires the consent of the applicable copyright owner. In December 2014, the FCC opened a proceeding concerning how over-the-top providers should be classified for purposes of the FCC’s rules. We cannot predict the outcome of these proceedings, how widespread these practices may become or the extent to which the integrated functionality and ease of use of the cable platform will continue to appeal to the majority of our subscribers.

Wireless Services.  Beginning in 2004, the FCC adopted rule changes that allowed the 2.5 GHz band to be used for nonvideo services and permitted transmitters to be deployed in cellular patterns. As a result of FCC rule changes that began in 2004, the 2.5 GHz and other frequency bands, including the 1.7 GHz and 2.1 GHz bands in which the FCC auctioned spectrum in 2006, are now being adopted for the delivery of two-way broadband digital data and high-speed Internet access services capable of covering large areas.

In 2008, the FCC auctioned spectrum in the 700 MHz band, which historically has been used for television broadcasting, and it is expected that this additional spectrum will be used to deliver broadband, video and other services to mobile devices. Although it is not yet clear what effect, if any, the increased availability of mobile video services will have on the cable industry, these developments likely will increase the number of competitive alternatives to our services.

The FCC is in the process of preparing to auction additional spectrum, including spectrum currently in the television broadcast band, for use by wireless broadband providers. These rules will provide for both the auction of spectrum and a “repacking,” whereby the FCC would require certain broadcast stations to move to new channel allotments so as to free up a nationwide block of spectrum for wireless broadband use. The availability of more spectrum to enable wireless video services over time will create additional competitive alternatives to cable services. The FCC has indicated the auction will take place in 2016, but we cannot predict when this will occur or the effect it may have on us.

Set-Top Boxes.  Congress, the FCC and other government agencies have for some time been developing and implementing regulations that affect the types of set-top boxes that cable operators can lease or deploy to their subscribers. In 2010, for example, the FCC initiated a regulatory proceeding to consider whether it should require all multichannel video program distributors, which include cable operators, to develop and provide a new, universal set-top box solution that allows access to both online and traditional video.

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In 2011, the FCC initiated a rulemaking proceeding to review a rule prohibiting encryption of the basic service tier, which prevented cable operators from activating and deactivating basic cable services remotely, without sending a technician to the applicable consumer’s home or business. In 2012, the FCC amended its rules to allow cable operators to encrypt the basic service tier in all-digital cable systems if they comply with certain consumer-protection measures, thus relieving many consumers of the need to wait at home to receive a technician to activate or expand services.

Also in 2012, the FCC clarified and waived until June 2, 2014, the “open industry standard” that requires cable set-top boxes to include a recordable, Internet Protocol (IP)-based output. In April 2014, the FCC found that a further waiver of the IP-based output rule until June 1, 2015 is appropriate. Although these requirements are expected to impose costs on cable operators, they now have additional time in which to comply.

In January 2013, the Department of Energy tentatively designated set-top boxes and network equipment as covered consumer products and proposed to adopt a new test procedure for set-top boxes as part of its Energy Conservation Program for Consumer Products and Certain Commercial and Industry Equipment. Imposing energy conservation regulations on cable industry products could impede innovation and upgrades in set-top boxes and be costly to the cable industry. In September 2013, a representative group of video service providers (not including Cable ONE), consumer electronics companies, and energy advocates announced a Voluntary Agreement for Ongoing Improvement to the Energy Efficiency of Set-Top Boxes, which established a five-year written commitment to continue improvements in the energy efficiency of set-top boxes. In light of this agreement, in December 2013 the Department of Energy withdrew its proposed rules to designate set-top boxes and network equipment as a covered product and to establish a test procedure for set-top boxes, but stated that it would consider reinitiating the rulemaking. We cannot predict when, whether or to what extent any of the issues will be resolved or how they will affect our operations.

Disability Access.  In September 2010, Congress passed the Twenty-First Century Communications and Video Accessibility Act, or the “CVAA”. The CVAA directs the FCC to impose additional accessibility requirements on cable operators. For example, cable operators that serve 50,000 or more subscribers must provide 50 hours of video description per calendar quarter, during prime time or on children’s programming, on each channel on which they carry one of the top five national non-broadcast networks. In addition, cable operators of all sizes must pass through video description that is provided for each broadcast station or non-broadcast network that they carry. Compliance imposes certain costs on us. The CVAA also directs the FCC to adopt rules to help ensure that persons with disabilities have access to video programming and related information. In October 2013 the FCC adopted a requirement that equipment used by consumers to access video programming and other services offered by cable operators make on-screen text menus and guides for the display or selection of video programming audibly accessible to individuals who are blind or visually impaired. The compliance deadline for these new rules is December 2016 (subject to certain exceptions). In October 2013, the FCC also initiated a proceeding to consider additional rules. We cannot predict the extent to which these new requirements may impose new costs on us.

Other Requirements.  The FCC regulates various other aspects of cable operations, including certain terms for commercial leased access, signal leakage, distant broadcast station signals and technical standards. We cannot predict whether, when or to what extent changes to these and other regulations may affect our operations or costs.

Data

Broadband Internet access service, which we currently offer on virtually all of our cable systems, is classified as an “information service” in the United States. As a result, Internet access service is not subject to the full panoply of regulations that applies to “cable services” or “telecommunications services” under the Communications Act, nor is it subject to state or local government regulation.

Although broadband data access service is not regulated, regulations that distinguish between interference with subscriber access and reasonable network management are evolving and, over time, could begin to interfere

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with our ability to manage our network or provide services to our subscribers. In 2010, the FCC imposed certain “net neutrality” obligations on providers of broadband data access services. In January 2014, a Federal court vacated the anti-discrimination and anti-blocking requirements of the FCC’s net neutrality obligations, but left the disclosure requirements in place. In order to continue to provide data services at attractive prices, we need the continued flexibility to develop and refine business models that respond to changing consumer uses and demands and to manage bandwidth usage efficiently, including, potentially, by charging our data customers higher rates based on usage-based billing. Our ability to continue to implement speed tiers or usage-based billing may be restricted by further legislative or regulatory efforts to impose net-neutrality requirements on cable operators. On February 26, 2015 the FCC elected, by a 3-2 vote, to reclassify broadband data service as a “telecommunications service, authorizing the FCC to subject broadband data service to traditional common carriage regulation under Title II of the Communications Act. Under a Title II framework, the FCC may regulate the rates we charge our customers for broadband data services, as well as the rates companies providing backbone connection arrangements charge us. Imposition of new net neutrality obligations could cause Cable ONE to incur certain compliance costs.

Although not specifically regulated as a service, broadband data access is subject to many of the same U.S. Federal and state privacy laws that apply to other electronic communications. These include the U.S. Federal Electronic Communications Privacy Act, which addresses interceptions of electronic communications that are in transit; the Stored Communications Act, which addresses acquisitions of electronic data in storage; and other Federal and state privacy laws and regulations. As the collection and use of consumer data becomes more prevalent in the communications industry, our compliance obligations may grow. We cannot predict whether, when or to what extent these obligations may impose costs on our business.

Voice

Voice Over Internet Protocol (VoIP).  Cable companies, including Cable ONE and others, offer voice over Internet Protocol service, which permits users to make voice calls over broadband communications networks, including the Internet. U.S. Federal law preempts state and local regulatory barriers to the offering of voice service by cable companies and others, and the FCC and U.S. Federal courts generally have preempted state laws that seek to regulate or classify VoIP.

The FCC has held that VoIP services are IP-enabled services, which are interstate in nature and thus subject exclusively to the FCC’s U.S. Federal jurisdiction. This decision was upheld on appeal, although the FCC has an ongoing proceeding to consider whether VoIP services provided by cable companies and others are properly classified as an “information service,” “telecommunications service” or some other new category of service. This determination, once made, could have numerous regulatory implications for cable companies that provide VoIP services, including us. Although the FCC has yet to ascribe a regulatory definition to VoIP services, the FCC nevertheless has imposed a number of obligations on interconnected VoIP service providers, some of which are discussed more fully below.

Emergency 911 Services.  The FCC has ruled that an interconnected VoIP service provider that enables its customers to make calls to and receive calls from persons who use the public switched telephone network must provide its customers with the same enhanced 911, or “E911”, features that traditional telephone and wireless companies are obligated to provide. This requirement was upheld on appeal. The FCC is currently assessing whether additional rules related to the provision of E911 services by interconnected VoIP service providers should be adopted. For example, in February 2014 the FCC issued a notice of proposed rulemaking to consider whether to establish indoor location requirements when E911 calls are made by interconnected VoIP subscribers.

CALEA.  FCC regulations require providers of interconnected VoIP service to comply with the requirements of the Communications Assistance for Law Enforcement Act, or “CALEA”, which requires covered entities and their equipment suppliers to deploy equipment that law enforcement officials can access readily for lawful wiretap purposes.

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Universal Service.  The FCC has determined that interconnected VoIP service providers must contribute to the USF. The amount of a company’s USF contribution is based on a percentage of revenues earned from end-user interstate and international interconnected VoIP services. We are permitted to recover these contributions from its customers. In October 2011, the FCC adopted an order and new rules intended to transition the USF so that it supports the build out of broadband, rather than telecommunications facilities. The order principally addressed the manner in which universal service funds will be distributed to network operators for broadband build out. In April 2012, the FCC initiated a proceeding that focused on reforming the nature and manner in which entities should contribute to the USF and at what levels. We cannot predict whether and how such reform will occur and the extent to which it may affect providers of VoIP services, including us and our competitors. The FCC’s 2011 universal service reform order was subject to both reconsideration requests and appeals, and in May 2014 the U.S. Court of Appeals for the Tenth Circuit upheld the order in its entirety. A number of parties have filed petitions with the U.S. Supreme Court seeking review of that decision, and we cannot predict whether the Supreme Court will review the case or what actions it will take. In November 2010, the FCC determined that states may impose state USF fees on interconnected VoIP service providers subject to certain limitations and requirements. State USF contributions are based on a percentage of revenues earned from end-user intrastate interconnected VoIP services, and we are typically permitted to recover these contributions from our customers. We cannot predict whether or how the imposition of such state-based universal service fees will affect our operations and business.

Intercarrier Compensation.  The order and new rules adopted by the FCC in October 2011 in connection with universal service reform also addressed intercarrier compensation and specified that “VoIP-PSTN traffic,” that is, traffic exchanged over public switched telephone network facilities that originates and/or terminates in IP format, which includes interconnected VoIP traffic, is subject to intercarrier compensation obligations either on the basis of specified default charges or through negotiated rates. The FCC’s order is the subject of both reconsideration requests and appeals, and the U.S. Court of Appeals for the Tenth Circuit upheld the order in its entirety. A number of parties have filed petitions with the U.S. Supreme Court seeking review of that decision, and Cable ONE cannot predict whether the Supreme Court will review the case or what actions it will take. Future FCC determinations regarding the rates, terms and conditions for transporting and terminating such traffic could have a profound and material effect on the profitability of providing voice and data services.

Customer Proprietary Network Information.  In 2007, the FCC adopted rules expanding the protection of Customer Proprietary Network Information, or “CPNI”, and extending CPNI protection requirements to providers of interconnected VoIP service. CPNI is information about the quantity, technical configuration, type, location and amount of a voice customer’s use. These requirements generally have increased the cost of providing interconnected VoIP service, as providers now must implement various safeguards to protect CPNI from unauthorized disclosure.

Access for Persons With Disabilities.  FCC regulations require providers of interconnected VoIP services to comply with all disability access requirements that apply to telecommunications carriers, including the provision of telecommunications relay services for persons with speech or hearing impairments. The FCC also has adopted reporting requirements associated with disability access obligations. We and other interconnected VoIP service providers must also contribute to the interstate Telecommunications Relay Service Fund to support such access. These requirements generally have had the effect of increasing the cost of providing VoIP services.

Service Discontinuance and Outage Obligations.  In 2009, the FCC adopted rules subjecting providers of interconnected VoIP services to the same service discontinuance requirements applicable to providers of wireline telecommunication services. In 2012, the FCC adopted mandatory outage reporting requirements for interconnected VoIP service providers, which apply when customers of interconnected VoIP service lose service or connectivity and, as a result, are unable to access 911 service. Along with other FCC actions described in this section, which impose legacy telecom obligations on interconnected VoIP providers, this development will subject our interconnected VoIP services to greater regulation and, therefore, greater burdens and costs.

Regulatory Fees.  The FCC requires interconnected VoIP service providers to contribute to shared costs of FCC regulation through an annual regulatory fee assessment. These fees have increased our cost of providing

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VoIP services. In 2012, the FCC initiated a proceeding to reform the regulatory fee regime in light of marketplace changes. The FCC from time to time revises its regulatory fees and sometimes creates new fees. We cannot predict when or the extent to which the FCC will adopt new rules or regulatory fees affecting VoIP service providers, which could affect our cost of doing business.

Local Number Portability.  Providers of interconnected VoIP services and their “numbering partners” must ensure that their subscribers have the ability to port their telephone numbers when changing service providers. We, along with other providers of interconnected VoIP service, must contribute funds to cover the shared costs of local number portability and the costs of North American Numbering Plan Administration. In October 2007, the FCC adopted a notice of proposed rulemaking to consider whether additional numbering requirements, such as allowing consumers access to abbreviated dialing codes like 211 and 311, should be applied to interconnected VoIP service providers. Although consumers’ ability to port their existing telephone numbers to interconnected VoIP service has created additional opportunities for us to gain voice customers, the local number portability and associated rules overall have had the effect of increasing the cost of providing VoIP service.

Regulatory Reform.  The FCC recently initiated proceedings to address requests to end or alter regulation of certain traditional telecommunications networks. The requests ask the FCC to take a variety of actions to change the nature and manner in which these networks are regulated. The issues raised in these requests are driven in part by changes in technology. We cannot predict whether or to what extent the FCC will act on these requests or how that will affect our business.

Rural Calling Issues. In October 2013, the FCC adopted new rules to combat problems with the completion of long-distance calls to rural areas. The new rules apply detailed record keeping, record retention and reporting requirements on all voice providers, including VoIP service providers, subject to certain exceptions. The rules also prohibit VoIP service providers (and other voice providers) from using false audible ringing when originating calls. Compliance with these new rules could have the effect of increasing the cost of providing VoIP services.

Reporting Requirements for Special Access Services. The FCC has initiated a proceeding to collect certain data to evaluate its Special Access Services rules. As part of that proceeding, the FCC has imposed a mandatory data collection obligation on all providers and purchasers of Special Access Services as well as some entities, including Cable ONE, that provide best efforts business broadband data access services, meaning that they may advertise download and upload speeds that may be in excess of those actually provided to consumers, so long as they implement their best efforts to provide the advertised speeds. We cannot predict whether or how compliance with the data collection requirements will affect our operations and business.

Properties

Our headquarters, which we purchased in 2012, and other corporate offices are located in Phoenix, AZ. The majority of the offices and head-end facilities of our individual cable systems are located in buildings owned by us. Most of the tower sites used by us are leased. In addition, we house call-center operations in 40,800 square feet of rented space in Phoenix under a lease that will expire December 31, 2015. We intend to relocate our call-center operations to our headquarters following the expiration of this lease.

Legal Proceedings

In the ordinary course of business, we periodically receive claims from third parties alleging that our network and IT infrastructure infringes the intellectual property rights of others. We are generally named as joint defendants in these suits together with other providers of video, voice and data. Typically these claims allege that aspects of our cable system architecture, electronic program guides, cable modem technology and VoIP services infringe on process patents held by third parties. In addition, we have been subject to various civil lawsuits in the ordinary course of business, including contact disputes, actions alleging negligence, invasion of privacy, violations of applicable wage and hour laws and statutory and common law claims involving various other

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matters. We do not view any of these proceedings as material to our business, and are currently not subject to any other material legal proceedings.

Emerging Growth Company Status

We are an emerging growth company, as defined in the JOBS Act. For as long as we are an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements and exemptions from the requirement of holding a nonbinding advisory vote on executive compensation and stockholder approval on golden parachute compensation not previously approved.

Although we are still evaluating the JOBS Act, we may take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us as long as we qualify as an emerging growth company, except that we have irrevocably elected not to take advantage of the extension of time to comply with new or revised financial accounting standards available under Section 102(b) of the JOBS Act.

Under the JOBS Act, we will remain an emerging growth company until the earliest of:

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our results of operations and financial condition together with our accompanying historical and pro forma financial statements and the notes thereto included elsewhere in this Information Statement, as well as the discussion in the section of this Information Statement entitled “Business.” This discussion contains forward-looking statements that involve risks and uncertainties. These statements can be identified by the fact that they do not relate strictly to historical or current facts, but rather are based on current expectations, estimates, assumptions and projections about the cable industry and our business and financial results. Forward-looking statements often include words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance in connection with discussions of future operating or financial performance. Accordingly, undue reliance should not be placed on any forward-looking statement made by us or on our behalf. Our actual results may vary materially from those expressed or implied by these forward-looking statements due to a number of factors, including those discussed in the sections of this Information Statement entitled “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements.”

Introduction

Management’s discussion and analysis of financial condition and results of operations, or “MD&A”, is a supplement to the accompanying financial statements and provides additional information about our operations, current developments, financial condition, cash flows and results of operations. MD&A is organized as follows:

Overview

Spin-Off Transaction

On November 13, 2014, Graham announced plans for the complete legal and structural separation of the Cable Business from Graham. To effect the separation, Graham will complete the Internal Transactions described under “Certain Relationships and Related Party Transactions—Agreements with Graham—Separation and Distribution Agreement”. Following the Internal Transactions, Cable ONE will hold the Cable Business. The Spin-Off will be completed by way of a dividend of Cable ONE shares held by Graham to the holders of Graham Class A Common Stock and Graham Class B Common Stock, on a pro rata basis, as of the Record Date. Cable

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ONE will have a single class of common stock. We expect that the distribution of Cable ONE common stock will be tax-free to holders of Graham common stock for U.S. Federal income tax purposes. Following the Spin-Off, Graham stockholders will own 100% of the outstanding shares of common stock of Cable ONE and Cable ONE will operate as an independent, publicly traded company.

The completion of the Spin-Off is conditioned on, among other things, authorization and approval of the Internal Transactions and Distribution by the Graham Board; the receipt of a legal opinion that, subject to the accuracy of and compliance with certain representations, warranties and covenants, the Distribution should qualify for non-recognition of gain and loss under Section 355 of the Code; the SEC declaring effective our Registration Statement on Form 10; and the completion of the Internal Transactions. See “Summary of the Spin-Off—Conditions to the Spin-Off.” The fulfillment of the conditions to the completion of the Spin-Off will not create any obligation on the part of Graham to complete the Spin-Off. Graham has the right not to complete the Spin-Off if, at any time, the Graham Board determines, in its sole and absolute discretion, that the Spin-Off is not in the best interests of Graham or its stockholders or is otherwise not advisable.

Our Business

We are a fully integrated provider of data, voice and video services in 19 Midwestern, Western and Southern states. We provide these broadband services to residential and business customers in 38 cable systems covering over 400 cities and towns. The markets we serve are primarily non-metropolitan, secondary markets, with 75% of our customers located in five states: Mississippi, Idaho, Oklahoma, Texas and Arizona. Our biggest customer concentrations are in the Mississippi Gulf Coast region and in the greater Boise, Idaho, region. We are the tenth-largest cable system operator in the United States based on customers and revenues in 2014, making services available to approximately 1,477,000 homes in the United States as of March 31, 2015.

As of March 31, 2015, we provided service to 678,091 residential and business customers out of approximately 1,477,000 homes passed. Of these customers, 421,331 subscribed to video services, 496,579 to data services and 145,393 to voice services.

We generate revenues through five primary products. Ranked by share of our total revenue in 2014 they are residential video (44.3%), residential data (32.6%), business services (data, voice and video – 8.9%), residential voice (7.7%) and advertising sales (4.3%). The profit margins, growth rates and capital intensity of our five products vary significantly due to competition and product maturity. In 2014 our operating cash flow margins for residential data and business services were approximately 4 and 5 times greater, respectively, than for residential video. We define operating cash flow margin for a product line as operating cash flow attributable to that product line divided by revenue attributable to that product line (see the section entitled “Summary Historical Financial Data” for the definition of operating cash flow and a reconciliation of operating cash flow to income from operations, which is the most directly comparable GAAP measure). This margin disparity is largely the result of significant programming costs and retransmission fees incurred to deliver residential video services, which in each of 2012, 2013 and 2014 represented between 50% and 60% of total residential video revenues (in addition to the other material direct and indirect costs associated with residential video). None of our other product lines has direct costs representing as substantial a portion of revenues as programming costs and retransmission fees represent for residential video, and indirect costs are allocated equally on a per PSU basis. Programming costs and retransmission fees have a meaningfully lower impact on business services margins than residential video because business services include video, data and voice, diminishing the relative impact of programming costs and retransmission fees on that product line as a whole.

Prior to 2012, we were focused on growing revenues through subscriber retention and growth in overall PSUs. To that end, our strategies consisted of, among others, offering promotional discounts to new and existing subscribers adding new services and to subscribers purchasing more than one service offering.

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Since 2012, we have adapted our strategy to face the relatively recent trend, affecting the entire cable industry, of declining margins in residential video and voice services. We believe these declining margins are due to competition from other content providers, high levels of market penetration and increasing use of wireless voice services in addition to, or instead of, wireline voice. From 2013 through the first quarter of 2015, we shifted our focus away from maximizing customer PSUs and towards growing and maintaining our higher margin businesses, namely data and business services. Separately, we have also focused on retaining customers with a relatively high LTV, who are less attracted by discounting, require less support and churn less.

The trends described above have impacted our four largest product lines in the following ways:

While rate of growth in residential data customers and revenues have also increased slightly on a year-on-year basis in 2012, 2013, 2014, and the first quarter of 2015, we do not expect this increase in growth rates to continue. Instead, we anticipate a slow decline in these rates, mainly as a result of increasing customer penetration diminishing the number of potential new subscribers.

We continue to experience increased competition, particularly from telephone companies, cable overbuilders, over-the-top video providers and satellite television providers. Because of the levels of competition we face, we believe it is important to make investments in our infrastructure. We are investing at an aggressive pace by increasing cable plant capacities and reliability, launching all-digital video services and increasing data capacity by moving from four-channel bonding to 24-channel bonding, a 600% increase. We believe these investments are necessary to remain competitive. However, we anticipate that a significant amount of these capital projects will be completed in the near-term, freeing up sources of cash that would otherwise have been used on such investments.

The Spin-Off provides us the opportunity to further tailor our strategies to achieve greater operational focus and drive our return on investment. Our goals are to continue to grow residential data and business services and to maintain profit margins to deliver strong cash flow. To achieve these goals, we intend to continue our focus-driven cost management, remain focused on customers with high LTV and follow through with a planned investment in broadband plant upgrades.

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Our business is subject to extensive governmental regulation. Such regulation has led to increases in our operational and administrative expenses. In addition, we could be significantly impacted by changes to the existing regulatory framework, whether triggered by legislative, administrative or judicial rulings. On February 26, the FCC voted to use its Title II authority to regulate broadband Internet services. Chairman Wheeler has indicated that, under this regime, the FCC will forbear from systematic rate regulation at the subscriber-level, which we believe will permit us to continue to manage data usage efficiently by establishing appropriate rates. However, we cannot predict whether or not future changes to the regulatory framework that are inconsistent with Chairman Wheeler’s announcement will occur. See “Risk Factors—Risks Relating to Regulation and Legislation—The profitability of our data services offerings may be impacted by legislative or new requirements on cable operators.”

Results of Operations

Basis of Presentation

The accompanying financial information has been prepared in accordance with generally accepted accounting principles (GAAP) in the United States and reflects the historical Statements of Operations, Balance Sheets, Statements of Parent Company Equity and Statements of Cash Flows of Cable ONE for the periods presented.

The accompanying financial information was derived from the consolidated financial statements and accounting records of Graham. This financial information has been prepared solely to present Cable ONE’s historical results of operations, financial position and cash flows for the indicated periods as it was historically managed. Our historical financial information does not reflect changes that we expect to experience in the future as a result of our separation from Graham, including changes in the financing, cash management, operations, cost structure and personnel needs of our business.

During the periods presented, Cable ONE functioned as part of the larger group of companies controlled by Graham and accordingly Graham provided certain support and overhead functions to Cable ONE. These functions include finance, human resources, legal, information technology, general insurance, risk management and other corporate functions. The costs of such services have been allocated to Cable ONE based on the most relevant allocation methods to the service provided. Management believes such allocations are reasonable and were consistently applied; however, they may not be indicative of the actual expense that would have been incurred had Cable ONE been operating on a stand-alone basis. Refer to Note 11 to our historical audited financial statements included elsewhere in this Information Statement for details on these allocations.

Cable ONE participates in a centralized approach to cash management and in financing its operations managed by Graham. Cash is transferred to Graham and Graham funds Cable ONE’s operating and investing activities as needed. Accordingly, cash and cash equivalents at the Graham level have not been allocated to Cable ONE in our historical financial statements included elsewhere in this Information Statement. Cash transfers to and from Graham’s cash management accounts are included within net transfers to and from Graham in the Statements of Parent Company Equity. Graham third-party debt and the related interest expense has not been allocated to Cable ONE for any of the periods presented as Cable ONE was not the legal obligor on the debt and Graham borrowings were not directly attributable to Cable ONE’s business.

Certain of Cable ONE’s eligible employees participate in the pension, post-retirement and deferred compensation plans of Graham. When Cable ONE becomes a stand-alone, independent entity, these employees will remain entitled to the benefits under these plans accrued prior to the Spin-Off, but will no longer accrue additional benefits under these plans. In addition, the liabilities in respect of the accrued benefits of Cable ONE employees under certain of these plans will remain at Graham (to the extent such liabilities are not already held by Cable ONE). Therefore, the allocation of related expenses to Cable ONE in respect of these plans will not be reflected on the Cable ONE’s financial statements in the periods following the Spin-Off. Allocations were equal to $1.1 million and $1.0 million for the three months ended March 31, 2015 and 2014, respectively, in respect of

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defined benefit plans and $0.1 million and $0.2 million for the three months ended March 31, 2015 and 2014, respectively, in respect of defined contribution plans. Allocations were equal to $3.9 million, $4.1 million and $2.9 million, in 2014, 2013 and 2012, respectively, in respect of defined benefit plans and $0.7 million, $1.0 million and $1.4 million in 2014, 2013 and 2012, respectively, in respect of defined contribution plans. However, deferred compensation and unfunded SERP benefits for current and former Cable ONE employees will be assumed by Cable ONE following the Spin-Off, and will be reflected in Cable ONE’s financial statements post Spin-Off. See “Executive Compensation—Treatment of Defined Benefit Pension Plans in Connection with the Spin-Off” and “—Treatment of Defined Contribution Plan Benefits in Connection with the Spin-Off” for additional information.

The obligation for U.S. Federal and certain state income taxes attributable to the tax period prior to the Spin-Off will be retained by Cable ONE, along with related deferred tax assets and liabilities. With respect to general insurance and workers’ compensation liabilities, it is expected that Cable ONE will assume financial responsibility. See “Certain Relationships and Related Party Transactions—Agreements with Graham—Separation and Distribution Agreement” and “Certain Relationships and Related Party Transactions—Agreements with Graham—Tax Matters Agreement” for additional information.

Also, in connection with the Spin-off, Cable ONE intends to distribute much of its cash, except for certain operating cash and about $100 million, to Graham while Cable ONE expects to incur indebtedness in an aggregate principal amount of approximately $550 million. See “Liquidity and Capital Resources” for more information on Cable ONE’s capitalization plan.

As Cable ONE did not operate as a stand-alone entity during the periods presented, the financial information included in this Information Statement may not necessarily be indicative of Cable ONE’s future performance and may not necessarily reflect what its financial position, results of operations or cash flows would have been had it operated as a stand-alone entity during the periods presented.

Customer Counts By Primary Products

For the twelve months ended March 31, 2015, Cable ONE had a reduction of 121,295 residential PSUs, representing a decline of 10.9%. Including business customers, Cable ONE had a reduction of 111,287 PSUs, representing a decline of 9.5%, and a reduction of 35,919 total customer relationships, representing a decline of 5.0% for the twelve months ended March 31, 2015.

During the first quarter of 2015, Cable ONE had a reduction of 28,354 residential PSUs, representing a 2.8% decline from December 31, 2014. Including business customers, Cable ONE had a reduction of 25,881 PSUs during the first quarter of 2015, representing a 2.4% decline from December 31, 2014, and a reduction of 8,580 total customer relationships, representing a 1.2% decline from December 31, 2014.

During 2014, Cable ONE had a reduction of 101,204 residential PSUs, representing a 9.0% decline, from December 31, 2013. Including business customers, Cable ONE had a reduction of 91,522 PSUs in 2014, representing an 7.8% decline from December 31, 2013.

During 2013, Cable ONE had a reduction of 61,200 residential PSUs, representing a 5.2% decline, from December 31, 2012. Including business customers, Cable ONE had a reduction of 51,066 PSUs in 2013, representing a 4.1% decline from December 31, 2012.

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The following table provides an overview of selected customer data for our cable systems for the time periods specified: