Supplemental Guarantor Information

Cincinnati Bell Telephone Notes

As of March 31, 2013, Cincinnati Bell Telephone Company LLC (“CBT”), a wholly-owned subsidiary of Cincinnati Bell Inc. (the “Parent Company”), had $134.5 million in notes outstanding, 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 and Comprehensive (Loss) Income for the three months ended March 31, 2013 and 2012, Condensed Consolidating Balance Sheets as of March 31, 2013 and December 31, 2012, and Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2013 and 2012, 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 and Comprehensive (Loss) Income
	Three Months Ended March 31, 2013
(dollars in millions)	Parent (Guarantor)			CBT (Issuer)			Other Non-guarantors			Eliminations			Total
Revenue	$	—		$	159.3		$	180.5		$	(14.1	)	$	325.7
Operating costs and expenses	36.1			111.1			173.4			(14.1		)	306.5
Operating (loss) income	(36.1		)	48.2			7.1			—			19.2
Interest expense, net	35.8			4.5			7.6			—			47.9
Other (income) expense, net	(0.4		)	1.7			0.3			—			1.6
(Loss) income before equity in earnings of subsidiaries and income taxes	(71.5		)	42.0			(0.8		)	—			(30.3		)
Income tax (benefit) expense	(20.1		)	16.5			10.0			—			6.4
Equity in earnings of subsidiaries, net of tax	14.7			—			—			(14.7		)	—
Net (loss) income	(36.7		)	25.5			(10.8		)	(14.7		)	(36.7		)
Other comprehensive income (loss)	2.8			—			(0.2		)	—			2.6
Total comprehensive (loss) income	$	(33.9	)	$	25.5		$	(11.0	)	$	(14.7	)	$	(34.1	)

Net (loss) income	(36.7		)	25.5			(10.8		)	(14.7		)	(36.7		)
Preferred stock dividends	2.6			—			—			—			2.6
Net (loss) income applicable to common shareowners	$	(39.3	)	$	25.5		$	(10.8	)	$	(14.7	)	$	(39.3	)

	Three Months Ended March 31, 2012
	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 (loss) income	(7.1		)	55.5			32.6			—			81.0
Interest expense (income), net	40.6			(0.1		)	13.9			—			54.4
Other (income) expense, net	(0.4		)	1.1			0.8			—			1.5
(Loss) income before equity in earnings of subsidiaries and income taxes	(47.3		)	54.5			17.9			—			25.1
Income tax (benefit) expense	(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



Condensed Consolidating Balance Sheets
	As of March 31, 2013
(dollars in millions)	Parent (Guarantor)			CBT (Issuer)		Other Non-guarantors		Eliminations			Total
Cash and cash equivalents	$	2.9		$	1.3	$	0.9	$	—		$	5.1
Receivables, net	1.0			—		155.2		—			156.2
Other current assets	3.9			30.5		34.2		(0.4		)	68.2
Total current assets	7.8			31.8		190.3		(0.4		)	229.5
Property, plant and equipment, net	0.1			666.4		206.6		—			873.1
Investment in CyrusOne	—			—		500.8		—			500.8
Goodwill and intangibles, net	—			2.3		105.9		—			108.2
Investments in and advances to subsidiaries	1,441.4			238.9		—		(1,680.3		)	—
Other noncurrent assets	388.7			7.1		190.8		(146.7		)	439.9
Total assets	$	1,838.0		$	946.5	$	1,194.4	$	(1,827.4	)	$	2,151.5

Current portion of long-term debt	$	—		$	3.2	$	3.4	$	—		$	6.6
Accounts payable	21.4			59.5		53.3		—			134.2
Other current liabilities	104.0			46.8		30.6		0.7			182.1
Total current liabilities	125.4			109.5		87.3		0.7			322.9
Long-term debt, less current portion	1,842.1			141.6		143.7		—			2,127.4
Other noncurrent liabilities	368.2			144.7		63.9		(147.8		)	429.0
Intercompany payables	230.1			—		262.7		(492.8		)	—
Total liabilities	2,565.8			395.8		557.6		(639.9		)	2,879.3
Shareowners’ (deficit) equity	(727.8		)	550.7		636.8		(1,187.5		)	(727.8		)
Total liabilities and shareowners’ equity (deficit)	$	1,838.0		$	946.5	$	1,194.4	$	(1,827.4	)	$	2,151.5

	As of December 31, 2012
	Parent (Guarantor)			CBT (Issuer)		Other Non-guarantors		Eliminations			Total
Cash and cash equivalents	$	3.8		$	1.9	$	17.9	$	—		$	23.6
Receivables, net	1.0			—		198.0		—			199.0
Other current assets	3.1			34.4		43.8		(0.4		)	80.9
Total current assets	7.9			36.3		259.7		(0.4		)	303.5
Property, plant and equipment, net	0.1			646.7		940.6		—			1,587.4
Goodwill and intangibles, net	—			2.3		485.1		—			487.4
Investments in and advances to subsidiaries	1,449.9			228.2		—		(1,678.1		)	—
Other noncurrent assets	384.6			6.3		266.3		(163.1		)	494.1
Total assets	$	1,842.5		$	919.8	$	1,951.7	$	(1,841.6	)	$	2,872.4

Current portion of long-term debt	$	—		$	3.0	$	10.4	$	—		$	13.4
Accounts payable	1.2			61.7		72.7		—			135.6
Other current liabilities	85.6			50.2		69.7		0.9			206.4
Total current liabilities	86.8			114.9		152.8		0.9			355.4
Long-term debt, less current portion	1,841.7			141.3		693.0		—			2,676.0
Other noncurrent liabilities	383.3			138.6		181.7		(164.4		)	539.2
Intercompany payables	228.9			—		276.4		(505.3		)	—
Total liabilities	2,540.7			394.8		1,303.9		(668.8		)	3,570.6
Shareowners’ (deficit) equity	(698.2		)	525.0		647.8		(1,172.8		)	(698.2		)
Total liabilities and shareowners’ equity (deficit)	$	1,842.5		$	919.8	$	1,951.7	$	(1,841.6	)	$	2,872.4

Condensed Consolidating Statements of Cash Flows



	Three Months Ended March 31, 2013
(dollars in millions)	Parent (Guarantor)			CBT (Issuer)			Other Non-guarantors			Eliminations		Total
Cash flows (used in) provided by operating activities	$	(27.5	)	$	42.2		$	27.6		$	—	$	42.3
Capital expenditures	—			(32.2		)	(18.7		)	—		(50.9		)
Proceeds from sale of assets	—			0.8			—			—		0.8
Cash divested from deconsolidation of CyrusOne	—			—			(12.2		)	—		(12.2		)
Other investing activities	—			—			0.4			—		0.4
Cash flows used in investing activities	—			(31.4		)	(30.5		)	—		(61.9		)
Funding between Parent and subsidiaries, net	24.4			(10.6		)	(13.8		)	—		—
Increase in receivables facility, net	—			—			2.0			—		2.0
Repayment of debt	—			(0.8		)	(2.3		)	—		(3.1		)
Common stock repurchase	—			—			—			—		—
Proceeds from exercise of options and warrants	6.6			—			—			—		6.6
Other financing activities	(4.4		)	—			—			—		(4.4		)
Cash flows provided by (used in) financing activities	26.6			(11.4		)	(14.1		)	—		1.1
Decrease in cash and cash equivalents	(0.9		)	(0.6		)	(17.0		)	—		(18.5		)
Beginning cash and cash equivalents	3.8			1.9			17.9			—		23.6
Ending cash and cash equivalents	$	2.9		$	1.3		$	0.9		$	—	$	5.1

	Three Months Ended March 31, 2012
	Parent (Guarantor)			CBT (Issuer)			Other Non-guarantors			Eliminations		Total
Cash flows (used in) provided by operating activities	$	(36.5	)	$	47.4		$	12.7		$	—	$	23.6
Capital expenditures	—			(22.3		)	(62.3		)	—		(84.6		)
Proceeds from sale of assets	—			—			—			—		—
Other investing activities	—			—			—			—		—
Cash flows used in investing activities	—			(22.3		)	(62.3		)	—		(84.6		)
Funding between Parent and subsidiaries, net	(29.6		)	(24.5		)	54.1			—		—
Increase in receivables facility, net	—			—			—			—		—
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 (used in) provided by financing activities	(31.3		)	(25.3		)	50.8			—		(5.8		)
(Decrease) increase 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

Supplemental Guarantor Information - 8³/8% Senior Notes due 2020, 8³/4% Senior Subordinated Notes due 2018 and 8¹/4% Senior Notes due 2017

As of March 31, 2013, the Parent Company’s 8 ³/8% Senior Notes due 2020, 8³/4% Senior Subordinated Notes due 2018, and 8¹/4% Senior Notes due 2017 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 Technology Solutions Inc., Cincinnati Bell Any Distance of Virginia LLC, eVolve Business Solutions LLC, Data Center Investments Inc., Data Center Investments Holdco LLC, Data Centers South Inc. and Data Centers South Holdings LLC.

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.

As of November 20, 2012, the following subsidiaries were released from their guarantee obligation on these notes: Cincinnati Bell Shared Service LLC, CyrusOne and CyrusOne Foreign Holdings LLC. The accompanying condensed consolidated financial statements have been retroactively restated to reflect these subsidiaries as non-guarantors. In addition, CyrusOne and CyrusOne Foreign Holdings LLC were designated as unrestricted subsidiaries.

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 (Loss) Income for the three months ended March 31, 2013 and 2012, Condensed Consolidating Balance Sheets as of March 31, 2013 and December 31, 2012, and Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2013 and 2012, 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 and Comprehensive (Loss) Income
	Three Months Ended March 31, 2013
(dollars in millions)	Parent (Issuer)			Guarantors			Non-guarantors			Eliminations			Total
Revenue	$	—		$	175.7		$	164.1		$	(14.1	)	$	325.7
Operating costs and expenses	36.1			170.1			114.4			(14.1		)	306.5
Operating (loss) income	(36.1		)	5.6			49.7			—			19.2
Interest expense, net	35.8			3.9			8.2			—			47.9
Other (income) expense, net	(0.4		)	4.7			(2.7		)	—			1.6
(Loss) income before equity in earnings of subsidiaries and income taxes	(71.5		)	(3.0		)	44.2			—			(30.3		)
Income tax (benefit) expense	(20.1		)	9.5			17.0			—			6.4
Equity in earnings of subsidiaries, net of tax	14.7			0.7			—			(15.4		)	—
Net (loss) income	(36.7		)	(11.8		)	27.2			(15.4		)	(36.7		)
Other comprehensive income (loss)	2.8			—			(0.2		)	—			2.6
Total comprehensive (loss) income	$	(33.9	)	$	(11.8	)	$	27.0		$	(15.4	)	$	(34.1	)

Net (loss) income	(36.7		)	(11.8		)	27.2			(15.4		)	(36.7		)
Preferred stock dividends	2.6			—			—			—			2.6
Net (loss) income applicable to common shareowners	$	(39.3	)	$	(11.8	)	$	27.2		$	(15.4	)	$	(39.3	)

	Three Months Ended March 31, 2012
	Parent (Issuer)			Guarantors			Non-guarantors			Eliminations			Total
Revenue	$	—		$	175.6		$	202.8		$	(15.6	)	$	362.8
Operating costs and expenses	7.1			156.3			134.0			(15.6		)	281.8
Operating (loss) income	(7.1		)	19.3			68.8			—			81.0
Interest expense, net	40.6			1.7			12.1			—			54.4
Other (income) expense, net	(0.4		)	2.7			(0.8		)	—			1.5
(Loss) income before equity in earnings of subsidiaries and income taxes	(47.3		)	14.9			57.5			—			25.1
Income tax (benefit) expense	(14.1		)	4.4			22.2			—			12.5
Equity in earnings of subsidiaries, net of tax	45.8			(1.1		)	—			(44.7		)	—
Net income	12.6			9.4			35.3			(44.7		)	12.6
Other comprehensive income	1.4			—			—			—			1.4
Total comprehensive income	$	14.0		$	9.4		$	35.3		$	(44.7	)	$	14.0

Net income	12.6			9.4			35.3			(44.7		)	12.6
Preferred stock dividends	2.6			—			—			—			2.6
Net income applicable to common shareowners	$	10.0		$	9.4		$	35.3		$	(44.7	)	$	10.0



Condensed Consolidating Balance Sheets
	As of March 31, 2013
(dollars in millions)	Parent (Issuer)			Guarantors		Non-guarantors		Eliminations			Total
Cash and cash equivalents	$	2.9		$	0.4	$	1.8	$	—		$	5.1
Receivables, net	1.0			7.4		147.8		—			156.2
Other current assets	3.9			30.0		34.7		(0.4		)	68.2
Total current assets	7.8			37.8		184.3		(0.4		)	229.5
Property, plant and equipment, net	0.1			204.6		668.4		—			873.1
Investment in CyrusOne	—			500.8		—		—			500.8
Goodwill and intangibles, net	—			105.9		2.3		—			108.2
Investments in and advances to subsidiaries	1,441.4			340.3		221.5		(2,003.2		)	—
Other noncurrent assets	388.7			192.0		5.9		(146.7		)	439.9
Total assets	$	1,838.0		$	1,381.4	$	1,082.4	$	(2,150.3	)	$	2,151.5

Current portion of long-term debt	$	—		$	3.1	$	3.5	$	—		$	6.6
Accounts payable	21.4			73.6		39.2		—			134.2
Other current liabilities	104.0			32.2		45.2		0.7			182.1
Total current liabilities	125.4			108.9		87.9		0.7			322.9
Long-term debt, less current portion	1,842.1			87.9		197.4		—			2,127.4
Other noncurrent liabilities	368.2			65.8		142.8		(147.8		)	429.0
Intercompany payables	230.1			178.2		85.1		(493.4		)	—
Total liabilities	2,565.8			440.8		513.2		(640.5		)	2,879.3
Shareowners’ (deficit) equity	(727.8		)	940.6		569.2		(1,509.8		)	(727.8		)
Total liabilities and shareowners’ equity (deficit)	$	1,838.0		$	1,381.4	$	1,082.4	$	(2,150.3	)	$	2,151.5

	As of December 31, 2012
	Parent (Issuer)			Guarantors		Non-guarantors		Eliminations			Total
Cash and cash equivalents	$	3.8		$	0.3	$	19.5	$	—		$	23.6
Receivables, net	1.0			1.2		196.8		—			199.0
Other current assets	3.1			27.7		50.5		(0.4		)	80.9
Total current assets	7.9			29.2		266.8		(0.4		)	303.5
Property, plant and equipment, net	0.1			220.9		1,366.4		—			1,587.4
Investment in CyrusOne LP	—			—		—		—			—
Goodwill and intangibles, net	—			106.4		381.0		—			487.4
Investments in and advances to subsidiaries	1,449.9			506.4		192.5		(2,148.8		)	—
Other noncurrent assets	384.6			218.5		54.1		(163.1		)	494.1
Total assets	$	1,842.5		$	1,081.4	$	2,260.8	$	(2,312.3	)	$	2,872.4

Current portion of long-term debt	$	—		$	3.9	$	9.5	$	—		$	13.4
Accounts payable	1.2			90.2		44.2		—			135.6
Other current liabilities	85.6			33.6		86.3		0.9			206.4
Total current liabilities	86.8			127.7		140.0		0.9			355.4
Long-term debt, less current portion	1,841.7			88.4		745.9		—			2,676.0
Other noncurrent liabilities	383.3			90.6		229.7		(164.4		)	539.2
Intercompany payables	228.9			160.0		102.6		(491.5		)	—
Total liabilities	2,540.7			466.7		1,218.2		(655.0		)	3,570.6
Shareowners’ (deficit) equity	(698.2		)	614.7		1,042.6		(1,657.3		)	(698.2		)
Total liabilities and shareowners’ equity (deficit)	$	1,842.5		$	1,081.4	$	2,260.8	$	(2,312.3	)	$	2,872.4



Condensed Consolidating Statements of Cash Flows
	Three Months Ended March 31, 2013
(dollars in millions)	Parent (Issuer)			Guarantors			Non-guarantors			Eliminations		Total
Cash flows (used in) provided by operating activities	$	(27.5	)	$	(8.4	)	$	78.2		$	—	$	42.3
Capital expenditures	—			(11.0		)	(39.9		)	—		(50.9		)
Proceeds from sale of assets	—			—			0.8			—		0.8
Cash divested from deconsolidation of CyrusOne	—			—			(12.2		)	—		(12.2		)
Other investing activities	—			—			0.4			—		0.4
Cash flows used in investing activities	—			(11.0		)	(50.9		)	—		(61.9		)
Funding between Parent and subsidiaries, net	24.4			21.0			(45.4		)	—		—
Increase in receivables facility, net	—			—			2.0			—		2.0
Repayment of debt	—			(1.5		)	(1.6		)	—		(3.1		)
Common stock repurchase	—			—			—			—		—
Proceeds from exercise of options and warrants	6.6			—			—			—		6.6
Other financing activities	(4.4		)	—			—			—		(4.4		)
Cash flows provided by (used in) financing activities	26.6			19.5			(45.0		)	—		1.1
(Decrease) increase in cash and cash equivalents	(0.9		)	0.1			(17.7		)	—		(18.5		)
Beginning cash and cash equivalents	3.8			0.3			19.5			—		23.6
Ending cash and cash equivalents	$	2.9		$	0.4		$	1.8		$	—	$	5.1

	Three Months Ended March 31, 2012
	Parent (Issuer)			Guarantors			Non-guarantors			Eliminations		Total
Cash flows (used in) provided by operating activities	$	(36.5	)	$	(34.9	)	$	95.0		$	—	$	23.6
Capital expenditures	—			(9.5		)	(75.1		)	—		(84.6		)
Proceeds from sale of assets	—			—			—			—		—
Other investing activities	—			—			—			—		—
Cash flows used in investing activities	—			(9.5		)	(75.1		)	—		(84.6		)
Funding between Parent and subsidiaries, net	(29.6		)	45.9			(16.3		)	—		—
Increase in receivables facility, net	—			—			—			—		—
Repayment of debt	—			(1.6		)	(2.4		)	—		(4.0		)
Common stock repurchase	(0.3		)	—			—			—		(0.3		)
Other financing activities	(1.4		)	(0.1		)	—			—		(1.5		)
Cash flows (used in) provided by financing activities	(31.3		)	44.2			(18.7		)	—		(5.8		)
(Decrease) increase in cash and cash equivalents	(67.8		)	(0.2		)	1.2			—		(66.8		)
Beginning cash and cash equivalents	69.6			0.7			3.4			—		73.7
Ending cash and cash equivalents	$	1.8		$	0.5		$	4.6		$	—	$	6.9