Juno 2014 Annual Report Download - page 24

Table of Contents
Our certificate of incorporation, our bylaws, and Delaware law contain provisions that could delay or discourage takeover attempts that stockholders may
consider favorable or beneficial.
Certain provisions of our certificate of incorporation, our bylaws, and Delaware law limit the ability of our stockholders to elect directors and take other
corporate actions. These provisions could have the effect of delaying or discouraging takeover attempts that our stockholders may consider favorable or
beneficial because of the premium price that would be offered by a potential acquirer. In addition, although our previous stockholder rights plan expired in
2011, we cannot assure you that our Board of Directors will not implement a new stockholder rights plan in the future.
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We compete against much larger companies, many of whom have significantly more financial and marketing resources than we do, and our business will
suffer if we are unable to compete successfully.
We compete with numerous providers of broadband, mobile broadband, voice, and DSL services, as well as other dial-up Internet access providers, many
of whom are much larger and have significantly more financial and marketing resources. Our principal competitors for our mobile broadband, voice and DSL
services include, among others, local exchange carriers, wireless and satellite service providers, and cable service providers. These competitors include
established providers such as AT&T, Verizon, Sprint, and T-Mobile. Our principal dial-up Internet access competitors include established online service and
content providers, such as AOL and MSN, and independent national Internet service providers, such as EarthLink and its PeoplePC subsidiary. Dial-up
Internet access services do not compete favorably with broadband services with respect to connection speed and do not have a significant, if any, price
advantage over certain broadband services. Many broadband providers, including cable companies and local exchange carriers, bundle their offerings with
telephone, entertainment or other services, which may result in lower prices than standalone services. In addition, there are a number of mobile virtual
network operators, some of which focus on pricing as their main selling point. Certain portions of the U.S., primarily rural areas, currently have limited or no
access to broadband services. However, the U.S. government has indicated its intention to facilitate the provision of broadband services to such areas. Such
expansion of the availability of broadband services will increase the competition for Internet access subscribers in such areas and will likely adversely affect
our business. In addition to competition from broadband, mobile broadband, voice and DSL providers, competition among dial-up Internet access service
providers is intense and neither our pricing nor our features provides us with a significant competitive advantage, if any, over certain of our dial-up Internet
access competitors. We expect that competition, particularly with respect to price, for broadband, mobile broadband, and DSL services, as well as dial-up
Internet access services, will continue and may materially and adversely impact our business, financial condition, results of operations, and cash flows.
Our declining dial-up and DSL pay accounts may adversely impact our Communications business.
A significant portion of our Communications segment revenues and profits come from our dial-up Internet and DSL access services and related services
and advertising revenues. Our dial-up and DSL Internet access pay accounts and revenues have been declining and are expected to continue to decline due to
the continued maturation of the market for dial-up and DSL Internet access. Consumers continue to migrate to broadband access, primarily due to the faster
connection and download speeds provided by broadband access. Advanced applications such as online gaming, music downloads, and videos require greater
bandwidth for optimal performance, which adds to the demand for broadband access. The pricing for basic broadband services has been declining as well,
making it a more viable option for consumers. In addition, the popularity of accessing the Internet through tablets and mobile devices has been growing and
may accelerate the migration of consumers away from dial-up Internet access. The number of dial-up Internet access pay accounts has been adversely
impacted by both a decrease in the number of new pay accounts signing up for our services, as well as the impact of
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