Supplemental Guarantor Information - Cincinnati Bell Telephone Notes

As of December 31, 2015, Cincinnati Bell Telephone Company LLC ("CBT"), a wholly-owned subsidiary of Cincinnati Bell Inc. (the "Parent Company"), had $128.7 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 Balance Sheets of the Company as of December 31, 2015 and 2014 and the Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) and Cash Flows for the years ended December 31, 2015, 2014, and 2013 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 Income (Loss)
	Year Ended December 31, 2015
(dollars in millions)	Parent (Guarantor)			CBT (Issuer)			Other Non-guarantors			Eliminations			Total
Revenue	$	—		$	660.1		$	546.3		$	(38.6	)	$	1,167.8
Operating costs and expenses	22.4			538.6			517.4			(38.6		)	1,039.8
Operating income (loss)	(22.4		)	121.5			28.9			—			128.0
Interest expense (income), net	112.7			(0.9		)	(8.7		)	—			103.1
Other expense (income), net	19.5			7.0			(452.2		)	—			(425.7		)
Income (loss) before equity in earnings of subsidiaries and income taxes	(154.6		)	115.4			489.8			—			450.6
Income tax expense (benefit)	(53.3		)	41.1			172.0			—			159.8
Equity in earnings of subsidiaries, net of tax	455.0			—			—			(455.0		)	—
Income (loss) from continuing operations	353.7			74.3			317.8			(455.0		)	290.8
Income (loss) from discontinued operations	—			—			62.9			—			62.9
Net income (loss)	353.7			74.3			380.7			(455.0		)	353.7
Other comprehensive income (loss)	3.3			—			(0.4		)	—			2.9
Total comprehensive income (loss)	$	357.0		$	74.3		$	380.3		$	(455.0	)	$	356.6

Net income (loss)	$	353.7		$	74.3		$	380.7		$	(455.0	)	$	353.7
Preferred stock dividends	10.4			—			—			—			10.4
Net income (loss) applicable to common shareowners	$	343.3		$	74.3		$	380.7		$	(455.0	)	$	343.3

	Year Ended December 31, 2014
(dollars in millions)	Parent (Guarantor)			CBT (Issuer)			Other Non-guarantors			Eliminations			Total
Revenue	$	—		$	659.6		$	541.0		$	(39.1	)	$	1,161.5
Operating costs and expenses	21.5			488.0			514.2			(39.1		)	984.6
Operating income (loss)	(21.5		)	171.6			26.8			—			176.9
Interest expense (income), net	142.6			(4.5		)	7.8			—			145.9
Other expense (income), net	17.6			7.4			(193.1		)	—			(168.1		)
Income (loss) before equity in earnings of subsidiaries and income taxes	(181.7		)	168.7			212.1			—			199.1
Income tax expense (benefit)	(55.8		)	61.7			75.5			—			81.4
Equity in earnings of subsidiaries, net of tax	201.5			—			—			(201.5		)	—
Income (loss) from continuing operations	75.6			107.0			136.6			(201.5		)	117.7
Income (loss) from discontinued operations	—			—			(42.1		)	—			(42.1		)
Net income (loss)	75.6			107.0			94.5			(201.5		)	75.6
Other comprehensive income (loss)	(40.5		)	—			(0.1		)	—			(40.6		)
Total comprehensive income (loss)	$	35.1		$	107.0		$	94.4		$	(201.5	)	$	35.0

Net income (loss)	$	75.6		$	107.0		$	94.5		$	(201.5	)	$	75.6
Preferred stock dividends	10.4			—			—			—			10.4
Net income (loss) applicable to common shareowners	$	65.2		$	107.0		$	94.5		$	(201.5	)	$	65.2



Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)
	Year Ended December 31, 2013
(dollars in millions)	Parent (Guarantor)			CBT (Issuer)			Other Non-guarantors			Eliminations			Total
Revenue	$	—		$	644.2		$	467.5		$	(38.3	)	$	1,073.4
Operating costs and expenses	57.2			463.1			451.6			(38.3		)	933.6
Operating income (loss)	(57.2		)	181.1			15.9			—			139.8
Interest expense (income), net	162.5			(2.7		)	16.2			—			176.0
Other expense (income), net	28.2			6.5			2.3			—			37.0
Income (loss) before equity in earnings of subsidiaries and income taxes	(247.9		)	177.3			(2.6		)	—			(73.2		)
Income tax expense (benefit)	(79.8		)	64.7			6.8			—			(8.3		)
Equity in earnings of subsidiaries, net of tax	113.4			—			—			(113.4		)	—
Income (loss) from continuing operations	(54.7		)	112.6			(9.4		)	(113.4		)	(64.9		)
Income (loss) from discontinued operations	—			—			10.2			—			10.2
Net income (loss)	(54.7		)	112.6			0.8			(113.4		)	(54.7		)
Other comprehensive income (loss)	76.5			—			(0.1		)	—			76.4
Total comprehensive income (loss)	$	21.8		$	112.6		$	0.7		$	(113.4	)	$	21.7

Net income (loss)	$	(54.7	)	$	112.6		$	0.8		$	(113.4	)	$	(54.7	)
Preferred stock dividends	10.4			—			—			—			10.4
Net income (loss) applicable to common shareowners	$	(65.1	)	$	112.6		$	0.8		$	(113.4	)	$	(65.1	)



Condensed Consolidating Balance Sheets
	As of December 31, 2015
(dollars in millions)	Parent (Guarantor)			CBT (Issuer)		Other Non-guarantors		Eliminations			Total
Cash and cash equivalents	$	4.6		$	1.0	$	1.8	$	—		$	7.4
Receivables, net	0.7			—		156.4		—			157.1
Other current assets	1.6			20.2		14.1		—			35.9
Total current assets	6.9			21.2		172.3		—			200.4
Property, plant and equipment, net	0.3			921.5		53.7		—			975.5
Investment in CyrusOne	—			—		55.5		—			55.5
Goodwill and intangibles, net	—			2.2		12.3		—			14.5
Investments in and advances to subsidiaries	844.6			63.9		647.2		(1,555.7		)	—
Other noncurrent assets	214.4			3.8		136.6		(146.3		)	208.5
Total assets	$	1,066.2		$	1,012.6	$	1,077.6	$	(1,702.0	)	$	1,454.4
Current portion of long-term debt	$	5.4		$	5.0	$	3.4	$	—		$	13.8
Accounts payable	0.7			84.8		43.4		—			128.9
Other current liabilities	41.6			45.3		24.2		—			111.1
Other current liabilities from discontinued operations	—			—		5.4		—			5.4
Total current liabilities	47.7			135.1		76.4		—			259.2
Long-term debt, less current portion	1,025.8			135.1		70.9		—			1,231.8
Other noncurrent liabilities	235.5			168.3		4.0		(146.2		)	261.6
Intercompany payables	54.7			—		—		(54.7		)	—
Total liabilities	1,363.7			438.5		151.3		(200.9		)	1,752.6
Shareowners’ (deficit) equity	(297.5		)	574.1		926.3		(1,501.1		)	(298.2		)
Total liabilities and shareowners’ equity (deficit)	$	1,066.2		$	1,012.6	$	1,077.6	$	(1,702.0	)	$	1,454.4



Condensed Consolidating Balance Sheets
	As of December 31, 2014
(dollars in millions)	Parent (Guarantor)			CBT (Issuer)		Other Non-guarantors		Eliminations			Total
Cash and cash equivalents	$	56.2		$	1.0	$	0.7	$	—		$	57.9
Receivables, net	2.6			1.0		164.9		—			168.5
Other current assets	1.3			16.3		20.0		—			37.6
Other current assets from discontinued operations	—			—		4.7		—			4.7
Total current assets	60.1			18.3		190.3		—			268.7
Property, plant and equipment, net	0.2			764.0		51.2		—			815.4
Investment in CyrusOne	—			—		273.6		—			273.6
Goodwill and intangibles, net	—			2.2		12.7		—			14.9
Investments in and advances to subsidiaries	1,066.1			220.8		260.5		(1,547.4		)	—
Other noncurrent assets	297.6			4.9		244.2		(143.2		)	403.5
Other noncurrent assets from discontinued operations	—			—		44.6		—			44.6
Total assets	$	1,424.0		$	1,010.2	$	1,077.1	$	(1,690.6	)	$	1,820.7
Current portion of long-term debt	$	5.4		$	3.9	$	2.3	$	—		$	11.6
Accounts payable	1.0			73.8		57.2		—			132.0
Other current liabilities	52.3			52.8		20.0		0.1			125.2
Other current liabilities from discontinued operations	—			—		142.0		—			142.0
Total current liabilities	58.7			130.5		221.5		0.1			410.8
Long-term debt, less current portion	1,526.1			141.2		22.1		—			1,689.4
Other noncurrent liabilities	254.1			153.7		1.9		(143.4		)	266.3
Other noncurrent liabilities from discontinued operations	—			—		102.7		—			102.7
Intercompany payables	233.4			—		—		(233.4		)	—
Total liabilities	2,072.3			425.4		348.2		(376.7		)	2,469.2
Shareowners’ (deficit) equity	(648.3		)	584.8		728.9		(1,313.9		)	(648.5		)
Total liabilities and shareowners’ equity (deficit)	$	1,424.0		$	1,010.2	$	1,077.1	$	(1,690.6	)	$	1,820.7

Condensed Consolidating Statements of Cash Flows



	Year Ended December 31, 2015
(dollars in millions)	Parent (Guarantor)			CBT (Issuer)			Other Non-guarantors			Eliminations			Total
Cash flows provided by (used in) by operating activities	$	(19.3	)	$	198.7		$	(68.5	)	$	—		$	110.9
Capital expenditures	(0.1		)	(260.7		)	(22.8		)	—			(283.6		)
Proceeds received from sale of CyrusOne	—			—			643.9			—			643.9
Dividends received from CyrusOne	—			—			22.2			—			22.2
Proceeds from sale of assets	—			0.1			0.9			—			1.0
Distributions received from subsidiaries	11.3			—			—			(11.3		)	—
Funding between Parent and subsidiaries, net	—			71.9			(555.5		)	483.6			—
Other investing activities	(0.3		)	—			—			—			(0.3		)
Cash flows provided by (used in) investing activities	10.9			(188.7		)	88.7			472.3			383.2
Funding between Parent and subsidiaries, net	486.4			—			(2.8		)	(483.6		)	—
Distributions paid to Parent	—			—			(11.3		)	11.3			—
Net decrease in corporate credit and receivables facilities with initial maturities less than 90 days	—			—			(1.6		)	—			(1.6		)
Repayment of debt	(518.5		)	(10.0		)	(3.2		)	—			(531.7		)
Debt issuance costs	(0.2		)	—			(0.2		)	—			(0.4		)
Other financing activities	(10.9		)	—			—			—			(10.9		)
Cash flows provided by (used in) financing activities	(43.2		)	(10.0		)	(19.1		)	(472.3		)	(544.6		)
Increase (decrease) in cash and cash equivalents	(51.6		)	—			1.1			—			(50.5		)
Beginning cash and cash equivalents	56.2			1.0			0.7			—			57.9
Ending cash and cash equivalents	$	4.6		$	1.0		$	1.8		$	—		$	7.4

	Year Ended December 31, 2014
(dollars in millions)	Parent (Guarantor)			CBT (Issuer)			Other Non-guarantors			Eliminations			Total
Cash flows provided by (used in) operating activities	$	(56.3	)	$	226.3		$	5.2		$	—		$	175.2
Capital expenditures	(0.2		)	(152.5		)	(29.6		)	—			(182.3		)
Proceeds from sale of CyrusOne	—			—			355.9			—			355.9
Dividends received from CyrusOne	—			—			28.4			—			28.4
Proceeds from sale of assets	—			0.3			196.1			—			196.4
Distributions received from subsidiaries	12.8			—			—			(12.8		)	—
Funding between Parent and subsidiaries, net	—			(71.0		)	(545.0		)	616.0			—
Other investing activities	(0.3		)	—			(5.5		)	—			(5.8		)
Cash flows provided by (used in) investing activities	12.3			(223.2		)	0.3			603.2			392.6
Funding between Parent and subsidiaries, net	516.2			—			99.8			(616.0		)	—
Distributions paid to Parent	—			—			(12.8		)	12.8			—
Net increase in corporate credit and receivables facilities with initial maturities less than 90 days	(40.0		)	—			(87.0		)	—			(127.0		)
Repayment of debt	(367.3		)	(3.9		)	(5.3		)	—			(376.5		)
Debt issuance costs	(0.7		)	—			(0.2		)	—			(0.9		)
Proceeds from exercise of options and warrants	1.3			—			—			—			1.3
Other financing activities	(11.4		)	—			—			—			(11.4		)
Cash flows provided by (used in) financing activities	98.1			(3.9		)	(5.5		)	(603.2		)	(514.5		)
Increase (decrease) in cash and cash equivalents	54.1			(0.8		)	—			—			53.3
Beginning cash and cash equivalents	2.1			1.8			0.7			—			4.6
Ending cash and cash equivalents	$	56.2		$	1.0		$	0.7		$	—		$	57.9

Condensed Consolidating Statements of Cash Flows



	Year Ended December 31, 2013
(dollars in millions)	Parent (Guarantor)			CBT (Issuer)			Other Non-guarantors			Eliminations		Total
Cash flows provided by (used in) operating activities	$	(218.1	)	$	236.4		$	60.5		$	—	$	78.8
Capital expenditures	—			(153.1		)	(43.8		)	—		(196.9		)
Dividends received from CyrusOne	—			—			21.3			—		21.3
Proceeds from sale of assets	—			2.0			—			—		2.0
Cash divested from deconsolidation of CyrusOne	—			—			(12.2		)	—		(12.2		)
Other investing activities	—			—			0.4			—		0.4
Cash flows provided by (used in) investing activities	—			(151.1		)	(34.3		)	—		(185.4		)
Issuance of long-term debt	536.0			—			—			—		536.0
Funding between Parent and subsidiaries, net	174.2			(81.7		)	(92.5		)	—		—
Net increase in corporate credit and receivables facilities with initial maturities less than 90 days	40.0			—			54.2			—		94.2
Repayment of debt	(522.0		)	(3.7		)	(5.1		)	—		(530.8		)
Debt issuance costs	(6.7		)	—			—			—		(6.7		)
Proceeds from exercise of options and warrants	7.1			—			—			—		7.1
Other financing activities	(12.2		)	—			—			—		(12.2		)
Cash flows provided by (used in) financing activities	216.4			(85.4		)	(43.4		)	—		87.6
Increase (decrease) in cash and cash equivalents	(1.7		)	(0.1		)	(17.2		)	—		(19.0		)
Beginning cash and cash equivalents	3.8			1.9			17.9			—		23.6
Ending cash and cash equivalents	$	2.1		$	1.8		$	0.7		$	—	$	4.6