
	Supplemental Guarantor Information

Cincinnati Bell Telephone Notes

Cincinnati Bell Telephone Company LLC (“CBT”), a wholly-owned subsidiary of Cincinnati Bell Inc. (the “Parent Company”), had $207.5 million in notes outstanding at June 30, 2011 that are guaranteed by the Parent Company and no other subsidiaries of the Parent Company. The guarantee is full and unconditional. The Parent Company’s subsidiaries generate substantially all of its income and cash flow and generally distribute or advance the funds necessary to meet the Parent Company’s debt service obligations.

The following information sets forth the Condensed Consolidating Statements of Operations for the three and six months ended June 30, 2011 and 2010, Condensed Consolidating Balance Sheets as of June 30, 2011 and December 31, 2010, and Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 2011 and 2010, of (1) the Parent Company, as the guarantor, (2) CBT, as the issuer, and (3) the non-guarantor subsidiaries on a combined basis:



Condensed Consolidating Statements of Operations
	Three Months Ended June 30, 2011
(dollars in millions)	Parent (Guarantor)			CBT (Issuer)			Other Non-guarantors			Eliminations			Total
Revenue	$	—		$	165.6		$	216.3		$	(14.4	)	$	367.5
Operating costs and expenses	7.0			110.8			186.5			(14.4		)	289.9
Operating income (loss)	(7.0		)	54.8			29.8			—			77.6
Interest expense	47.1			3.5			15.4			(12.6		)	53.4
Other expense (income), net	(10.6		)	(0.7		)	(1.3		)	12.6			—
Income (loss) before equity in earnings of subsidiaries and income taxes	(43.5		)	52.0			15.7			—			24.2
Income tax expense (benefit)	(15.6		)	19.6			6.7			—			10.7
Equity in earnings of subsidiaries, net of tax	41.4			—			—			(41.4		)	—
Net income	13.5			32.4			9.0			(41.4		)	13.5
Preferred stock dividends	2.6			—			—			—			2.6
Net income applicable to common shareowners	$	10.9		$	32.4		$	9.0		$	(41.4	)	$	10.9

	Three Months Ended June 30, 2010
	Parent (Guarantor)			CBT (Issuer)			Other Non-guarantors			Eliminations			Total
Revenue	$	—		$	168.0		$	185.0		$	(14.4	)	$	338.6
Operating costs and expenses	13.4			109.4			160.4			(14.4		)	268.8
Operating income (loss)	(13.4		)	58.6			24.6			—			69.8
Interest expense	36.6			2.9			4.9			(2.0		)	42.4
Other expense (income), net	8.2			1.9			(1.5		)	2.0			10.6
Income (loss) before equity in earnings of subsidiaries and income taxes	(58.2		)	53.8			21.2			—			16.8
Income tax expense (benefit)	(15.1		)	22.3			—			—			7.2
Equity in earnings of subsidiaries, net of tax	52.7			—			—			(52.7		)	—
Net income	9.6			31.5			21.2			(52.7		)	9.6
Preferred stock dividends	2.6			—			—			—			2.6
Net income applicable to common shareowners	$	7.0		$	31.5		$	21.2		$	(52.7	)	$	7.0



Condensed Consolidating Statements of Operations
	Six Months Ended June 30, 2011
(dollars in millions)	Parent (Guarantor)			CBT (Issuer)			Other Non-guarantors			Eliminations			Total
Revenue	$	—		$	329.4		$	427.3		$	(28.4	)	$	728.3
Operating costs and expenses	13.0			215.5			364.2			(28.4		)	564.3
Operating income (loss)	(13.0		)	113.9			63.1			—			164.0
Interest expense	95.2			7.0			31.2			(25.5		)	107.9
Other expense (income), net	(22.1		)	(0.4		)	(3.0		)	25.5			—
Income (loss) before equity in earnings of subsidiaries and income taxes	(86.1		)	107.3			34.9			—			56.1
Income tax expense (benefit)	(28.9		)	40.5			13.1			—			24.7
Equity in earnings of subsidiaries, net of tax	88.6			—			—			(88.6		)	—
Net income	31.4			66.8			21.8			(88.6		)	31.4
Preferred stock dividends	5.2			—			—			—			5.2
Net income applicable to common shareowners	$	26.2		$	66.8		$	21.8		$	(88.6	)	$	26.2

	Six Months Ended June 30, 2010
	Parent (Guarantor)			CBT (Issuer)			Other Non-guarantors			Eliminations			Total
Revenue	$	—		$	337.6		$	353.6		$	(28.9	)	$	662.3
Operating costs and expenses	19.1			215.5			304.4			(28.9		)	510.1
Operating income (loss)	(19.1		)	122.1			49.2			—			152.2
Interest expense	67.7			6.3			9.5			(4.0		)	79.5
Other expense (income), net	5.7			3.6			(2.8		)	4.0			10.5
Income (loss) before equity in earnings of subsidiaries and income taxes	(92.5		)	112.2			42.5			—			62.2
Income tax expense (benefit)	(24.7		)	46.6			7.9			—			29.8
Equity in earnings of subsidiaries, net of tax	100.2			—			—			(100.2		)	—
Net income	32.4			65.6			34.6			(100.2		)	32.4
Preferred stock dividends	5.2			—			—			—			5.2
Net income applicable to common shareowners	$	27.2		$	65.6		$	34.6		$	(100.2	)	$	27.2



Condensed Consolidating Balance Sheets
	As of June 30, 2011
(dollars in millions)	Parent (Guarantor)				CBT (Issuer)		Other Non-guarantors		Eliminations			Total
Cash and cash equivalents	$	86.2		1.3	$	1.5	$	2.4	$	—		$	90.1
Receivables, net	2.0			—	—		178.0		—			180.0
Other current assets	8.1			28.2	29.0		36.4		(3.9		)	69.6
Total current assets	96.3				30.5		216.8		(3.9		)	339.7
Property, plant and equipment, net	0.3			622.2	624.3		671.5		—			1,296.1
Goodwill and intangibles, net	—			2.6	2.5		565.5		—			568.0
Investments in and advances to subsidiaries	1,719.4			179.3	220.8		—		(1,940.2		)	—
Other noncurrent assets	359.5			8.9	8.4		224.4		(137.6		)	454.7
Total assets	$	2,175.5			$	886.5	$	1,678.2	$	(2,081.7	)	$	2,658.5
Current portion of long-term debt	$	—			$	2.3	$	15.2	$	—		$	17.5
Accounts payable	0.6				42.2		52.8		—			95.6
Other current liabilities	88.2				52.0		55.1		0.8			196.1
Total current liabilities	88.8				96.5		123.1		0.8			309.2
Long-term debt, less current portion	2,181.7				213.7		111.5		—			2,506.9
Other noncurrent liabilities	321.4				105.9		191.0		(142.3		)	476.0
Intercompany payables	217.2				—		588.9		(806.1		)	—
Total liabilities	2,809.1				416.1		1,014.5		(947.6		)	3,292.1
Shareowners’ equity (deficit)	(633.6		)		470.4		663.7		(1,134.1		)	(633.6		)
Total liabilities and shareowners’ equity (deficit)	$	2,175.5			$	886.5	$	1,678.2	$	(2,081.7	)	$	2,658.5

	As of December 31, 2010
	Parent (Guarantor)				CBT (Issuer)		Other Non-guarantors		Eliminations			Total
Cash and cash equivalents	$	69.8			$	1.8	$	5.7	$	—		$	77.3
Receivables, net	2.4				0.9		180.9		—			184.2
Other current assets	6.4				22.5		39.0		(6.5		)	61.4
Total current assets	78.6				25.2		225.6		(6.5		)	322.9
Property, plant and equipment, net	0.5				623.7		640.2		—			1,264.4
Goodwill and intangibles, net	—				2.6		575.1		—			577.7
Investments in and advances to subsidiaries	1,648.2				146.5		—		(1,794.7		)	—
Other noncurrent assets	363.3				9.5		218.2		(102.4		)	488.6
Total assets	$	2,090.6			$	807.5	$	1,659.1	$	(1,903.6	)	$	2,653.6
Current portion of long-term debt	$	—			$	2.2	$	14.3	$	—		$	16.5
Accounts payable	2.2				45.8		62.2		—			110.2
Other current liabilities	89.1				52.3		64.6		(4.0		)	202.0
Total current liabilities	91.3				100.3		141.1		(4.0		)	328.7
Long-term debt, less current portion	2,181.4				214.1		111.6		—			2,507.1
Other noncurrent liabilities	344.6				89.1		156.8		(104.9		)	485.6
Intercompany payables	141.1				—		612.5		(753.6		)	—
Total liabilities	2,758.4				403.5		1,022.0		(862.5		)	3,321.4
Shareowners’ equity (deficit)	(667.8		)		404.0		637.1		(1,041.1		)	(667.8		)
Total liabilities and shareowners’ equity (deficit)	$	2,090.6			$	807.5	$	1,659.1	$	(1,903.6	)	$	2,653.6

Condensed Consolidating Statements of Cash Flows



	Six Months Ended June 30, 2011
(dollars in millions)	Parent (Guarantor)			CBT (Issuer)			Other Non-guarantors			Eliminations		Total
Cash flows provided by (used in) operating activities	$	(70.4	)	$	120.3		$	68.0		$	—	$	117.9
Capital expenditures	—			(45.1		)	(47.4		)	—		(92.5		)
Other investing activities	(0.2		)	—			—			—		(0.2		)
Cash flows used in investing activities	(0.2		)	(45.1		)	(47.4		)	—		(92.7		)
Funding between Parent and subsidiaries, net	93.6			(74.4		)	(19.2		)	—		—
Increase in receivables facility,net	—			—			0.4			—		0.4
Repayment of debt	—			(1.1		)	(5.1		)	—		(6.2		)
Other financing activities	(6.6		)	—			—			—		(6.6		)
Cash flows provided by (used in) financing activities	87.0			(75.5		)	(23.9		)	—		(12.4		)
Increase (decrease) in cash and cash equivalents	16.4			(0.3		)	(3.3		)	—		12.8
Beginning cash and cash equivalents	69.8			1.8			5.7			—		77.3
Ending cash and cash equivalents	$	86.2		$	1.5		$	2.4		$	—	$	90.1

	Six Months Ended June 30, 2010
	Parent (Guarantor)			CBT (Issuer)			Other Non-guarantors			Eliminations		Total
Cash flows provided by (used in) operating activities	$	(38.1	)	$	109.9		$	53.6		$	—	$	125.4
Capital expenditures	—			(36.9		)	(21.3		)	—		(58.2		)
Acquisitions of businesses	—			(0.1		)	(524.9		)			(525.0		)
Other investing activities	—			0.2			0.2			—		0.4
Cash flows used in investing activities	—			(36.8		)	(546.0		)	—		(582.8		)
Funding between Parent and subsidiaries, net	(501.6		)	(72.6		)	574.2			—		—
Proceeds from issuance of long-term debt, net of financing costs	1,318.6			—			—					1,318.6
Decrease in receivables facility, net	—			—			(75.9		)	—		(75.9		)
Repayment of debt	(780.3		)	(0.7		)	(4.1		)	—		(785.1		)
Other financing activities	(6.1		)	—			—			—		(6.1		)
Cash flows provided by (used in) financing activities	30.6			(73.3		)	494.2			—		451.5
Increase (decrease) in cash and cash equivalents	(7.5		)	(0.2		)	1.8			—		(5.9		)
Beginning cash and cash equivalents	20.1			2.1			0.8			—		23.0
Ending cash and cash equivalents	$	12.6		$	1.9		$	2.6		$	—	$	17.1

8³/8% Senior Notes due 2020, 8³/4% Senior Subordinated Notes due 2018, 8¹/4% Senior Notes due 2017, and 7% Senior Notes due 2015

The Parent Company’s 8 ³/8% Senior Notes due 2020, 8³/4% Senior Subordinated Notes due 2018, 8¹/4% Senior Notes due 2017, and 7% Senior Notes due 2015 are guaranteed by the following subsidiaries: Cincinnati Bell Entertainment Inc., Cincinnati Bell Complete Protection Inc., Cincinnati Bell Any Distance Inc., Cincinnati Bell Telecommunications Services LLC, Cincinnati Bell Wireless LLC, GramTel Inc., CBTS Software LLC, Cyrus Networks, LLC, Cincinnati Bell Shared Services LLC, Cincinnati Bell Technology Solutions Inc., Cincinnati Bell Any Distance of Virginia LLC, eVolve Business Solutions LLC and Cincinnati Bell Data Centers Inc. The Parent Company owns directly or indirectly 100% of each guarantor and each guarantee is full and unconditional and joint and several. The Parent Company’s subsidiaries generate substantially all of its income and cash flow and generally distribute or advance the funds necessary to meet the Parent Company’s debt service obligations.

The following information sets forth the Condensed Consolidating Statements of Operations for the three and six months ended June 30, 2011 and 2010, Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 2011 and 2010, and the Condensed Consolidating Balance Sheets as of June 30, 2011 and December 31, 2010 of (1) the Parent Company, as the issuer, (2) the guarantor subsidiaries on a combined basis, and (3) the non-guarantor subsidiaries on a combined basis:



Condensed Consolidating Statements of Operations
	Three Months Ended June 30, 2011
(dollars in millions)	Parent (Issuer)			Guarantors		Non-guarantors			Eliminations			Total
Revenue	$	—		$	230.1	$	151.8		$	(14.4	)	$	367.5
Operating costs and expenses	7.0			200.0		97.3			(14.4		)	289.9
Operating income (loss)	(7.0		)	30.1		54.5			—			77.6
Interest expense	47.1			13.4		5.5			(12.6		)	53.4
Other expense (income), net	(10.6		)	2.8		(4.8		)	12.6			—
Income (loss) before equity in earnings of subsidiaries and income taxes	(43.5		)	13.9		53.8			—			24.2
Income tax expense (benefit)	(15.6		)	5.5		20.8			—			10.7
Equity in earnings of subsidiaries, net of tax	41.4			—		—			(41.4		)	—
Net income	13.5			8.4		33.0			(41.4		)	13.5
Preferred stock dividends	2.6			—		—			—			2.6
Net income applicable to common shareowners	$	10.9		$	8.4	$	33.0		$	(41.4	)	$	10.9

	Three Months Ended June 30, 2010
	Parent (Issuer)			Guarantors		Non-guarantors			Eliminations			Total
Revenue	$	—		$	199.0	$	154.0		$	(14.4	)	$	338.6
Operating costs and expenses	13.4			173.6		96.2			(14.4		)	268.8
Operating income (loss)	(13.4		)	25.4		57.8			—			69.8
Interest expense	36.6			3.6		4.2			(2.0		)	42.4
Other expense (income), net	8.2			2.2		(1.8		)	2.0			10.6
Income (loss) before equity in earnings of subsidiaries and income taxes	(58.2		)	19.6		55.4			—			16.8
Income tax expense (benefit)	(15.1		)	—		22.3			—			7.2
Equity in earnings of subsidiaries, net of tax	52.7			—		—			(52.7		)	—
Net income	9.6			19.6		33.1			(52.7		)	9.6
Preferred stock dividends	2.6			—		—			—			2.6
Net income applicable to common shareowners	$	7.0		$	19.6	$	33.1		$	(52.7	)	$	7.0



Condensed Consolidating Statements of Operations
	Six Months Ended June 30, 2011
(dollars in millions)	Parent (Issuer)			Guarantors		Non-guarantors			Eliminations			Total
Revenue	$	—		$	456.0	$	300.7		$	(28.4	)	$	728.3
Operating costs and expenses	13.0			389.7		190.0			(28.4		)	564.3
Operating income (loss)	(13.0		)	66.3		110.7			—			164.0
Interest expense	95.2			27.0		11.2			(25.5		)	107.9
Other expense (income), net	(22.1		)	5.3		(8.7		)	25.5			—
Income (loss) before equity in earnings of subsidiaries and income taxes	(86.1		)	34.0		108.2			—			56.1
Income tax expense (benefit)	(28.9		)	12.5		41.1			—			24.7
Equity in earnings of subsidiaries, net of tax	88.6			—		—			(88.6		)	—
Net income	31.4			21.5		67.1			(88.6		)	31.4
Preferred stock dividends	5.2			—		—			—			5.2
Net income applicable to common shareowners	$	26.2		$	21.5	$	67.1		$	(88.6	)	$	26.2

	Six Months Ended June 30, 2010
	Parent (Issuer)			Guarantors		Non-guarantors			Eliminations			Total
Revenue	$	—		$	382.0	$	309.2		$	(28.9	)	$	662.3
Operating costs and expenses	19.1			331.8		188.1			(28.9		)	510.1
Operating income (loss)	(19.1		)	50.2		121.1			—			152.2
Interest expense	67.7			6.8		9.0			(4.0		)	79.5
Other expense (income), net	5.7			4.1		(3.3		)	4.0			10.5
Income (loss) before equity in earnings of subsidiaries and income taxes	(92.5		)	39.3		115.4			—			62.2
Income tax expense (benefit)	(24.7		)	7.2		47.3			—			29.8
Equity in earnings of subsidiaries, net of tax	100.2			—		—			(100.2		)	—
Net income	32.4			32.1		68.1			(100.2		)	32.4
Preferred stock dividends	5.2			—		—			—			5.2
Net income applicable to common shareowners	$	27.2		$	32.1	$	68.1		$	(100.2	)	$	27.2