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 March 31, 2012, 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. As of December 31, 2011, management completed a restructuring of certain of its legal entities. Cincinnati Bell Complete Protection Inc. was merged into Cincinnati Bell Inc. (the Parent and guarantor).

The following information sets forth the Condensed Consolidating Statements of Operations and Comprehensive Income for the three months ended March 31, 2012 and 2011, Condensed Consolidating Balance Sheets as of March 31, 2012 and December 31, 2011, and Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2012 and 2011, of (1) the Parent Company, as the guarantor, (2) CBT, as the issuer, and (3) the non-guarantor subsidiaries on a combined basis. The condensed consolidating financial statements shown below have been retroactively restated to reflect the merger of Cincinnati Bell Complete Protection Inc. into Cincinnati Bell Inc. (the Parent and guarantor) for all periods.



Condensed Consolidating Statements of Operations and Comprehensive Income
	Three Months Ended March 31, 2012
(dollars in millions)	Parent (Guarantor)			CBT (Issuer)			Other Non-guarantors			Eliminations			Total
Revenue	$	—		$	159.9		$	218.5		$	(15.6	)	$	362.8
Operating costs and expenses	7.1			104.4			185.9			(15.6		)	281.8
Operating income (loss)	(7.1		)	55.5			32.6			—			81.0
Interest expense (income), net	40.6			(0.1		)	13.9			—			54.4
Other expense (income), net	(0.4		)	1.1			0.8			—			1.5
Income (loss) before equity in earnings of subsidiaries and income taxes	(47.3		)	54.5			17.9			—			25.1
Income tax expense (benefit)	(14.1		)	19.8			6.8			—			12.5
Equity in earnings of subsidiaries, net of tax	45.8			—			—			(45.8		)	—
Net income	12.6			34.7			11.1			(45.8		)	12.6
Other comprehensive income	1.4			—			—			—			1.4
Total comprehensive income	$	14.0		$	34.7		$	11.1		$	(45.8	)	$	14.0

Net income	12.6			34.7			11.1			(45.8		)	12.6
Preferred stock dividends	2.6			—			—			—			2.6
Net income applicable to common shareowners	$	10.0		$	34.7		$	11.1		$	(45.8	)	$	10.0

	Three Months Ended March 31, 2011
	Parent (Guarantor)			CBT (Issuer)			Other Non-guarantors			Eliminations			Total
Revenue	$	1.5		$	163.8		$	209.5		$	(14.0	)	$	360.8
Operating costs and expenses	7.1			104.7			176.6			(14.0		)	274.4
Operating income (loss)	(5.6		)	59.1			32.9			—			86.4
Interest expense, net	37.0			1.7			15.8			—			54.5
Other expense (income), net	(0.4		)	2.1			(1.7		)	—			—
Income (loss) before equity in earnings of subsidiaries and income taxes	(42.2		)	55.3			18.8			—			31.9
Income tax expense (benefit)	(13.2		)	20.9			6.3			—			14.0
Equity in earnings of subsidiaries, net of tax	46.9			—			—			(46.9		)	—
Net income	17.9			34.4			12.5			(46.9		)	17.9
Other comprehensive income	1.2			—			—			—			1.2
Total comprehensive income	$	19.1		$	34.4		$	12.5		$	(46.9	)	$	19.1

Net income	17.9			34.4			12.5			(46.9		)	17.9
Preferred stock dividends	2.6			—			—			—			2.6
Net income applicable to common shareowners	$	15.3		$	34.4		$	12.5		$	(46.9	)	$	15.3



Condensed Consolidating Balance Sheets
	As of March 31, 2012
(dollars in millions)	Parent (Guarantor)			CBT (Issuer)		Other Non-guarantors		Eliminations			Total
Cash and cash equivalents	$	1.8		$	1.2	$	3.9	$	—		$	6.9
Receivables, net	1.2			—		174.8		—			176.0
Other current assets	5.7			35.5		33.7		(0.4		)	74.5
Total current assets	8.7			36.7		212.4		(0.4		)	257.4
Property, plant and equipment, net	0.1			627.6		798.6		—			1,426.3
Goodwill and intangibles, net	—			2.4		500.7		—			503.1
Investments in and advances to subsidiaries	1,833.9			274.3		—		(2,108.2		)	—
Other noncurrent assets	389.7			7.4		234.5		(160.5		)	471.1
Total assets	$	2,232.4		$	948.4	$	1,746.2	$	(2,269.1	)	$	2,657.9

Current portion of long-term debt	$	—		$	3.0	$	9.9	$	—		$	12.9
Accounts payable	0.4			41.6		46.9		—			88.9
Other current liabilities	98.0			50.1		49.6		0.5			198.2
Total current liabilities	98.4			94.7		106.4		0.5			300.0
Long-term debt, less current portion	2,182.2			215.6		120.5		—			2,518.3
Other noncurrent liabilities	394.8			131.6		175.9		(161.4		)	540.9
Intercompany payables	258.3			—		662.5		(920.8		)	—
Total liabilities	2,933.7			441.9		1,065.3		(1,081.7		)	3,359.2
Shareowners’ equity (deficit)	(701.3		)	506.5		680.9		(1,187.4		)	(701.3		)
Total liabilities and shareowners’ equity (deficit)	$	2,232.4		$	948.4	$	1,746.2	$	(2,269.1	)	$	2,657.9

	As of December 31, 2011
	Parent (Guarantor)			CBT (Issuer)		Other Non-guarantors		Eliminations			Total
Cash and cash equivalents	$	69.6		$	1.4	$	2.7	$	—		$	73.7
Receivables, net	2.0			—		177.4		—			179.4
Other current assets	5.8			31.8		31.7		(1.4		)	67.9
Total current assets	77.4			33.2		211.8		(1.4		)	321.0
Property, plant and equipment, net	0.1			642.5		757.9		—			1,400.5
Goodwill and intangibles, net	—			2.4		505.1		—			507.5
Investments in and advances to subsidiaries	1,731.4			237.3		—		(1,968.7		)	—
Other noncurrent assets	387.9			7.6		234.0		(143.8		)	485.7
Total assets	$	2,196.8		$	923.0	$	1,708.8	$	(2,113.9	)	$	2,714.7

Current portion of long-term debt	$	—		$	3.1	$	9.9	$	—		$	13.0
Accounts payable	1.0			53.7		78.7		—			133.4
Other current liabilities	93.2			55.3		61.5		—			210.0
Total current liabilities	94.2			112.1		150.1		—			356.4
Long-term debt, less current portion	2,182.0			216.3		122.3		—			2,520.6
Other noncurrent liabilities	404.3			122.8		171.0		(145.2		)	552.9
Intercompany payables	231.5			—		595.8		(827.3		)	—
Total liabilities	2,912.0			451.2		1,039.2		(972.5		)	3,429.9
Shareowners’ equity (deficit)	(715.2		)	471.8		669.6		(1,141.4		)	(715.2		)
Total liabilities and shareowners’ equity (deficit)	$	2,196.8		$	923.0	$	1,708.8	$	(2,113.9	)	$	2,714.7

Condensed Consolidating Statements of Cash Flows



	Three Months Ended March 31, 2012
(dollars in millions)	Parent (Guarantor)			CBT (Issuer)			Other Non-guarantors			Eliminations		Total
Cash flows provided by (used in) operating activities	$	(36.5	)	$	47.4		$	12.7		$	—	$	23.6
Capital expenditures	—			(22.3		)	(62.3		)	—		(84.6		)
Cash flows used in investing activities	—			(22.3		)	(62.3		)	—		(84.6		)
Funding between Parent and subsidiaries, net	(29.6		)	(24.5		)	54.1			—		—
Repayment of debt	—			(0.8		)	(3.2		)	—		(4.0		)
Common stock repurchase	(0.3		)	—			—			—		(0.3		)
Other financing activities	(1.4		)	—			(0.1		)	—		(1.5		)
Cash flows provided by (used in) financing activities	(31.3		)	(25.3		)	50.8			—		(5.8		)
Increase (decrease) in cash and cash equivalents	(67.8		)	(0.2		)	1.2			—		(66.8		)
Beginning cash and cash equivalents	69.6			1.4			2.7			—		73.7
Ending cash and cash equivalents	$	1.8		$	1.2		$	3.9		$	—	$	6.9

	Three Months Ended March 31, 2011
	Parent (Guarantor)			CBT (Issuer)			Other Non-guarantors			Eliminations		Total
Cash flows provided by (used in) operating activities	$	(34.2	)	$	56.4		$	42.8		$	—	$	65.0
Capital expenditures	—			(23.7		)	(28.7		)	—		(52.4		)
Other investing activities	—			0.1			—			—		0.1
Cash flows used in investing activities	—			(23.6		)	(28.7		)	—		(52.3		)
Funding between Parent and subsidiaries, net	45.7			(32.8		)	(12.9		)	—		—
Repayment of debt	—			(0.5		)	(2.5		)	—		(3.0		)
Other financing activities	(3.0		)	—			—			—		(3.0		)
Cash flows provided by (used in) financing activities	42.7			(33.3		)	(15.4		)	—		(6.0		)
Increase (decrease) in cash and cash equivalents	8.5			(0.5		)	(1.3		)	—		6.7
Beginning cash and cash equivalents	69.8			1.8			5.7			—		77.3
Ending cash and cash equivalents	$	78.3		$	1.3		$	4.4		$	—	$	84.0

Supplemental Guarantor Information - 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 Any Distance Inc., Cincinnati Bell Telecommunications Services LLC, Cincinnati Bell Wireless LLC, CBTS Software LLC, Cincinnati Bell Shared Services LLC, Cincinnati Bell Technology Solutions Inc., Cincinnati Bell Any Distance of Virginia LLC, eVolve Business Solutions LLC, GramTel Inc., Cyrus One Foreign Holdings LLC, and CyrusOne Inc. As of December 31, 2011, management completed a restructuring of certain of its legal entities. Cincinnati Bell Complete Protection Inc. was merged into Cincinnati Bell Inc. (the Parent and issuer) for all periods.

The Parent Company owns directly or indirectly 100% of each guarantor and each guarantee is full and unconditional, and joint and several. In certain customary circumstances, a subsidiary may be released from its guarantee obligation. These circumstances are defined as follows:



•	upon the sale of all of the capital stock of a subsidiary,

•	if the Company designates the subsidiary as an unrestricted subsidiary under the terms of the indentures, or

•	if the subsidiary is released as a guarantor from the Company's credit facility.

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 and Comprehensive Income for the three months ended March 31, 2012 and 2011, Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2012 and 2011, and the Condensed Consolidating Balance Sheets as of March 31, 2012 and December 31, 2011, 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. The condensed consolidating financial statements shown below have been retroactively restated to reflect the merger of Cincinnati Bell Complete Protection Inc. into Cincinnati Bell Inc. (the Parent and issuer) for all periods.



Condensed Consolidating Statements of Operations and Comprehensive Income
	Three Months Ended March 31, 2012
(dollars in millions)	Parent (Issuer)			Guarantors		Non-guarantors			Eliminations			Total
Revenue	$	—		$	228.0	$	150.4		$	(15.6	)	$	362.8
Operating costs and expenses	7.1			194.5		95.8			(15.6		)	281.8
Operating income (loss)	(7.1		)	33.5		54.6			—			81.0
Interest expense, net	40.6			10.7		3.1			—			54.4
Other expense (income), net	(0.4		)	5.3		(3.4		)	—			1.5
Income (loss) before equity in earnings of subsidiaries and income taxes	(47.3		)	17.5		54.9			—			25.1
Income tax expense (benefit)	(14.1		)	5.9		20.7			—			12.5
Equity in earnings of subsidiaries, net of tax	45.8			—		—			(45.8		)	—
Net income	12.6			11.6		34.2			(45.8		)	12.6
Other comprehensive income	1.4			—		—			—			1.4
Total comprehensive income	$	14.0		$	11.6	$	34.2		$	(45.8	)	$	14.0

Net income	12.6			11.6		34.2			(45.8		)	12.6
Preferred stock dividends	2.6			—		—			—			2.6
Net income applicable to common shareowners	$	10.0		$	11.6	$	34.2		$	(45.8	)	$	10.0

	Three Months Ended March 31, 2011
	Parent (Issuer)			Guarantors		Non-guarantors			Eliminations			Total
Revenue	$	1.5		$	224.4	$	148.9		$	(14.0	)	$	360.8
Operating costs and expenses	7.1			188.6		92.7			(14.0		)	274.4
Operating income (loss)	(5.6		)	35.8		56.2			—			86.4
Interest expense, net	37.0			13.6		3.9			—			54.5
Other expense (income), net	(0.4		)	2.5		(2.1		)	—			—
Income (loss) before equity in earnings of subsidiaries and income taxes	(42.2		)	19.7		54.4			—			31.9
Income tax expense (benefit)	(13.2		)	6.9		20.3			—			14.0
Equity in earnings of subsidiaries, net of tax	46.9			—		—			(46.9		)	—
Net income	17.9			12.8		34.1			(46.9		)	17.9
Other comprehensive income	1.2			—		—			—			1.2
Total comprehensive income	$	19.1		$	12.8	$	34.1		$	(46.9	)	$	19.1

Net income	17.9			12.8		34.1			(46.9		)	17.9
Preferred stock dividends	2.6			—		—			—			2.6
Net income applicable to common shareowners	$	15.3		$	12.8	$	34.1		$	(46.9	)	$	15.3



Condensed Consolidating Balance Sheets
	As of March 31, 2012
(dollars in millions)	Parent (Issuer)			Guarantors		Non-guarantors		Eliminations			Total
Cash and cash equivalents	$	1.8		$	1.1	$	4.0	$	—		$	6.9
Receivables, net	1.2			2.0		172.8		—			176.0
Other current assets	5.7			29.0		40.2		(0.4		)	74.5
Total current assets	8.7			32.1		217.0		(0.4		)	257.4
Property, plant and equipment, net	0.1			772.6		653.6		—			1,426.3
Goodwill and intangibles, net	—			500.7		2.4		—			503.1
Investments in and advances to subsidiaries	1,833.9			4.6		266.5		(2,105.0		)	—
Other noncurrent assets	389.7			235.7		6.2		(160.5		)	471.1
Total assets	$	2,232.4		$	1,545.7	$	1,145.7	$	(2,265.9	)	$	2,657.9

Current portion of long-term debt	$	—		$	9.4	$	3.5	$	—		$	12.9
Accounts payable	0.4			54.1		34.4		—			88.9
Other current liabilities	98.0			51.6		48.1		0.5			198.2
Total current liabilities	98.4			115.1		86.0		0.5			300.0
Long-term debt, less current portion	2,182.2			112.1		224.0		—			2,518.3
Other noncurrent liabilities	394.8			159.7		147.8		(161.4		)	540.9
Intercompany payables	258.3			553.3		120.7		(932.3		)	—
Total liabilities	2,933.7			940.2		578.5		(1,093.2		)	3,359.2
Shareowners’ equity (deficit)	(701.3		)	605.5		567.2		(1,172.7		)	(701.3		)
Total liabilities and shareowners’ equity (deficit)	$	2,232.4		$	1,545.7	$	1,145.7	$	(2,265.9	)	$	2,657.9

	As of December 31, 2011
	Parent (Issuer)			Guarantors		Non-guarantors		Eliminations			Total
Cash and cash equivalents	$	69.6		$	1.1	$	3.0	$	—		$	73.7
Receivables, net	2.0			1.9		175.5		—			179.4
Other current assets	5.8			27.6		35.9		(1.4		)	67.9
Total current assets	77.4			30.6		214.4		(1.4		)	321.0
Property, plant and equipment, net	0.1			731.4		669.0		—			1,400.5
Goodwill and intangibles, net	—			505.1		2.4		—			507.5
Investments in and advances to subsidiaries	1,731.4			1.2		202.5		(1,935.1		)	—
Other noncurrent assets	387.9			235.2		6.4		(143.8		)	485.7
Total assets	$	2,196.8		$	1,503.5	$	1,094.7	$	(2,080.3	)	$	2,714.7

Current portion of long-term debt	$	—		$	9.9	$	3.1	$	—		$	13.0
Accounts payable	1.0			109.6		22.8		—			133.4
Other current liabilities	93.2			63.7		53.1		—			210.0
Total current liabilities	94.2			183.2		79.0		—			356.4
Long-term debt, less current portion	2,182.0			113.7		224.9		—			2,520.6
Other noncurrent liabilities	404.3			155.1		138.7		(145.2		)	552.9
Intercompany payables	231.5			457.4		123.0		(811.9		)	—
Total liabilities	2,912.0			909.4		565.6		(957.1		)	3,429.9
Shareowners’ equity (deficit)	(715.2		)	594.1		529.1		(1,123.2		)	(715.2		)
Total liabilities and shareowners’ equity (deficit)	$	2,196.8		$	1,503.5	$	1,094.7	$	(2,080.3	)	$	2,714.7



Condensed Consolidating Statements of Cash Flows
	Three Months Ended March 31, 2012
(dollars in millions)	Parent (Issuer)			Guarantors			Non-guarantors			Eliminations		Total
Cash flows provided by (used in) operating activities	$	(36.5	)	$	(14.4	)	$	74.5		$	—	$	23.6
Capital expenditures	—			(62.3		)	(22.3		)	—		(84.6		)
Cash flows used in investing activities	—			(62.3		)	(22.3		)	—		(84.6		)
Funding between Parent and subsidiaries, net	(29.6		)	80.0			(50.4		)	—		—
Repayment of debt	—			(3.2		)	(0.8		)	—		(4.0		)
Common stock repurchase	(0.3		)	_—			—			—		(0.3		)
Other financing activities	(1.4		)	(0.1		)	—			—		(1.5		)
Cash flows provided by (used in) financing activities	(31.3		)	76.7			(51.2		)	—		(5.8		)
Increase (decrease) in cash and cash equivalents	(67.8		)	—			1.0			—		(66.8		)
Beginning cash and cash equivalents	69.6			1.1			3.0			—		73.7
Ending cash and cash equivalents	$	1.8		$	1.1		$	4.0		$	—	$	6.9

	Three Months Ended March 31, 2011
	Parent (Issuer)			Guarantors			Non-guarantors			Eliminations		Total
Cash flows provided by (used in) operating activities	$	(34.2	)	$	19.7		$	79.5		$	—	$	65.0
Capital expenditures	—			(28.7		)	(23.7		)	—		(52.4		)
Other investing activities	—			—			0.1			—		0.1
Cash flows used in investing activities	—			(28.7		)	(23.6		)	—		(52.3		)
Funding between Parent and subsidiaries, net	45.7			10.2			(55.9		)	—		—
Repayment of debt	—			(2.5		)	(0.5		)	—		(3.0		)
Other financing activities	(3.0		)	—			—			—		(3.0		)
Cash flows provided by (used in) financing activities	42.7			7.7			(56.4		)	—		(6.0		)
Increase (decrease) in cash and cash equivalents	8.5			(1.3		)	(0.5		)	—		6.7
Beginning cash and cash equivalents	69.8			5.7			1.8			—		77.3
Ending cash and cash equivalents	$	78.3		$	4.4		$	1.3		$	—	$	84.0