2 Safe Harbor Various remarks that we make about Vonage Holdings Corp. future expectations, plans and prospects, including future products and marketing and growth strategy, revenue, churn, cost of telephony services, marketing expenses, EBITDA and capital expenditures, constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on information available at the time the statements are made and/or management's belief as of that time with respect to future events and involve risks and uncertainties that could cause actual results and outcomes to be materially different. Important factors that could cause such differences include: the competition the Company faces; the Company's ability to adapt to rapid changes in the market for voice and messaging services and successfully introduce new products and services; the Company's ability to control customer churn and attract new customers; worsening economic conditions; restrictions in the Company's debt agreements that may limit its operating flexibility; system disruptions or flaws in the Company's technology; results of pending or future litigation or intellectual property matters involving the Company; results of regulatory inquiries into the Company's business practices; the Company's dependence on third party facilities, equipment and services; the Company's dependence upon key personnel; any failure to meet New York Stock Exchange listing requirements; the Company's history of net operating losses; the Company's ability to obtain additional financing if needed; differences between the Company's service and traditional phone services, including 911 service; the Company's dependence on customers' existing broadband connections; uncertainties relating to regulation of VoIP services; the Company's ability to negotiate favorable rates with service providers and increases in termination charges that may be approved by regulators in various countries; and other factors that are set forth in the "Risk Factors" section and other sections of Vonage's Annual Report on Form 10-K for the year ended December 31, 2009, as well as in the Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, and therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today. This presentation contains non-GAAP financial measures (including adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”), pre-marketing operating income, and net income (loss) excluding adjustments), as defined in Regulation G adopted by the SEC. We provide a reconciliation of these non-GAAP financial measures to the most directly comparable financial measure in our quarterly earnings releases, which can be found on the Vonage Investor Relations website at http://ir.vonage.com. Caution Concerning Forward-Looking Statements Non-GAAP Financial Measures |