Supplemental Guarantor Information - 8³/8% Senior Notes due 2020 and 7% Senior Notes due 2024

As of December 31, 2016, the Parent Company’s 7% Senior Notes due 2024 are guaranteed by the following subsidiaries: Cincinnati Bell Entertainment Inc., Cincinnati Bell Any Distance Inc., 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., and Data Centers South Inc.

During the fourth quarter of 2016, the Company redeemed the remaining $84.6 million of outstanding 8³/8% Senior Notes due 2020.

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 Corporate Credit Agreement.

In the third quarter of 2014, the Company entered into an Amendment to the Corporate Credit Agreement giving the Company the right to provide written notice to the administrative agent on or after the closing of the wireless sale of spectrum assets to remove any designated wireless subsidiary as a guarantor subsidiary.

In compliance with certain regulations of the Federal Communications Commission (the “FCC”), the Company’s wholly-owned regulated subsidiary, Cincinnati Bell Telephone Company LLC, has historically accounted for certain of its non-regulated operations through its non-regulated subsidiary, Cincinnati Bell Telecommunications Services LLC, which is a guarantor of the Notes (as defined below). Through an agreement with the FCC, the Company is no longer obligated to segregate these non-regulated operations and has discontinued this accounting practice. Effective December 31, 2016, the Company merged Cincinnati Bell Telecommunications Services LLC into another subsidiary, Cincinnati Bell Entertainment Inc., which is also a guarantor of the Notes. These condensed consolidated financial statements have been retroactively restated to reflect this change.

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, 2016 and 2015 and the Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) and Cash Flows for the years ended December 31, 2016, 2015, and 2014 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 Income (Loss)
	Year Ended December 31, 2016
(dollars in millions)	Parent (Issuer)			Guarantors			Non-guarantors			Eliminations			Total
Revenue	$	—		$	539.0		$	686.6		$	(39.8	)	$	1,185.8
Operating costs and expenses	20.7			510.7			601.2			(39.8		)	1,092.8
Operating income (loss)	(20.7		)	28.3			85.4			—			93.0
Interest expense (income), net	94.4			(25.2		)	6.5			—			75.7
Other expense (income), net	20.3			(150.4		)	(15.5		)	—			(145.6		)
Income (loss) before equity in earnings of subsidiaries and income taxes	(135.4		)	203.9			94.4			—			162.9
Income tax expense (benefit)	(46.5		)	74.0			33.6			—			61.1
Equity in earnings of subsidiaries, net of tax	191.0			—			—			(191.0		)	—
Income from continuing operations	102.1			129.9			60.8			(191.0		)	101.8
Income from discontinued operations, net of tax	—			0.3			—			—			0.3
Net income	102.1			130.2			60.8			(191.0		)	102.1
Other comprehensive income (loss)	12.7			68.1			(0.1		)	—			80.7
Total comprehensive income	$	114.8		$	198.3		$	60.7		$	(191.0	)	$	182.8

Net income	102.1			130.2			60.8			(191.0		)	102.1
Preferred stock dividends	10.4			—			—			—			10.4
Net income applicable to common shareowners	$	91.7		$	130.2		$	60.8		$	(191.0	)	$	91.7

	Year Ended December 31, 2015
(dollars in millions)	Parent (Issuer)			Guarantors			Non-guarantors			Eliminations			Total
Revenue	$	—		$	532.4		$	674.0		$	(38.6	)	$	1,167.8
Operating costs and expenses	22.4			503.9			552.1			(38.6		)	1,039.8
Operating income (loss)	(22.4		)	28.5			121.9			—			128.0
Interest expense (income), net	112.7			(10.2		)	0.6			—			103.1
Other expense (income), net	19.5			(432.9		)	(12.3		)	—			(425.7		)
Income (loss) before equity in earnings of subsidiaries and income taxes	(154.6		)	471.6			133.6			—			450.6
Income tax expense (benefit)	(53.3		)	165.5			47.6			—			159.8
Equity in earnings of subsidiaries, net of tax	455.0			—			—			(455.0		)	—
Income from continuing operations	353.7			306.1			86.0			(455.0		)	290.8
Income from discontinued operations, net of tax	—			62.9			—			—			62.9
Net income	353.7			369.0			86.0			(455.0		)	353.7
Other comprehensive income (loss)	3.3			—			(0.4		)	—			2.9
Total comprehensive income	$	357.0		$	369.0		$	85.6		$	(455.0	)	$	356.6

Net income	353.7			369.0			86.0			(455.0		)	353.7
Preferred stock dividends	10.4			—			—			—			10.4
Net income applicable to common shareowners	$	343.3		$	369.0		$	86.0		$	(455.0	)	$	343.3



Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)
	Year Ended December 31, 2014
(dollars in millions)	Parent (Issuer)			Guarantors			Non-guarantors			Eliminations			Total
Revenue	$	—		$	532.0		$	668.6		$	(39.1	)	$	1,161.5
Operating costs and expenses	21.5			505.4			496.8			(39.1		)	984.6
Operating income (loss)	(21.5		)	26.6			171.8			—			176.9
Interest expense (income), net	142.6			6.2			(2.9		)	—			145.9
Other expense (income), net	17.6			(171.6		)	(14.1		)	—			(168.1		)
Income (loss) before equity in earnings of subsidiaries and income taxes	(181.7		)	192.0			188.8			—			199.1
Income tax expense (benefit)	(55.8		)	68.3			68.9			—			81.4
Equity in earnings of subsidiaries, net of tax	201.5			—			—			(201.5		)	—
Income from continuing operations	75.6			123.7			119.9			(201.5		)	117.7
Loss from discontinued operations, net of tax	—			(42.1		)	—			—			(42.1		)
Net income	75.6			81.6			119.9			(201.5		)	75.6
Other comprehensive loss	(40.5		)	(0.1		)	—			—			(40.6		)
Total comprehensive income	$	35.1		$	81.5		$	119.9		$	(201.5	)	$	35.0

Net income	75.6			81.6			119.9			(201.5		)	75.6
Preferred stock dividends	10.4			—			—			—			10.4
Net income applicable to common shareowners	$	65.2		$	81.6		$	119.9		$	(201.5	)	$	65.2



Condensed Consolidating Balance Sheets
	As of December 31, 2016
(dollars in millions)	Parent (Issuer)			Guarantors		Non-guarantors		Eliminations			Total
Cash and cash equivalents	$	7.8		$	0.3	$	1.6	$	—		$	9.7
Receivables, net	17.8			1.7		159.1		—			178.6
Other current assets	1.1			17.9		22.6		—			41.6
Total current assets	26.7			19.9		183.3		—			229.9
Property, plant and equipment, net	0.3			54.4		1,030.8		—			1,085.5
Investment in CyrusOne	—			128.0		—		—			128.0
Goodwill	—			12.1		2.2		—			14.3
Investments in and advances to subsidiaries	816.7			972.2		—		(1,788.9		)	—
Other noncurrent assets	179.1			43.9		5.1		(144.8		)	83.3
Total assets	$	1,022.8		$	1,230.5	$	1,221.4	$	(1,933.7	)	$	1,541.0
Current portion of long-term debt	$	—		$	2.5	$	5.0	$	—		$	7.5
Accounts payable	0.7			33.1		72.1		—			105.9
Other current liabilities	42.9			22.5		54.1		—			119.5
Total current liabilities	43.6			58.1		131.2		—			232.9
Long-term debt, less current portion	960.3			51.1		187.7		—			1,199.1
Other noncurrent liabilities	207.9			0.7		166.9		(144.8		)	230.7
Intercompany payables	—			—		147.7		(147.7		)	—
Total liabilities	1,211.8			109.9		633.5		(292.5		)	1,662.7
Shareowners’ (deficit) equity	(189.0		)	1,120.6		587.9		(1,641.2		)	(121.7		)
Total liabilities and shareowners’ equity (deficit)	$	1,022.8		$	1,230.5	$	1,221.4	$	(1,933.7	)	$	1,541.0



Condensed Consolidating Balance Sheets
	As of December 31, 2015
(dollars in millions)	Parent (Issuer)			Guarantors		Non-guarantors		Eliminations			Total
Cash and cash equivalents	$	4.6		$	0.4	$	2.4	$	—		$	7.4
Receivables, net	0.7			2.8		153.6		—			157.1
Other current assets	1.6			13.9		20.4		—			35.9
Total current assets	6.9			17.1		176.4		—			200.4
Property, plant and equipment, net	0.3			53.4		921.8		—			975.5
Investment in CyrusOne	—			55.5		—		—			55.5
Goodwill	—			12.1		2.2		—			14.3
Investments in and advances to subsidiaries	844.6			772.1		63.9		(1,680.6		)	—
Other noncurrent assets	207.2			132.6		7.1		(146.2		)	200.7
Total assets	$	1,059.0		$	1,042.8	$	1,171.4	$	(1,826.8	)	$	1,446.4
Current portion of long-term debt	$	5.4		$	3.4	$	5.0	$	—		$	13.8
Accounts payable	0.7			42.8		85.4		—			128.9
Other current liabilities	41.6			23.9		45.6		—			111.1
Other current liabilities from discontinued operations	—			5.4		—		—			5.4
Total current liabilities	47.7			75.5		136.0		—			259.2
Long-term debt, less current portion	1,018.6			53.3		151.9		—			1,223.8
Other noncurrent liabilities	235.5			3.8		168.5		(146.2		)	261.6
Intercompany payables	54.7			—		125.7		(180.4		)	—
Total liabilities	1,356.5			132.6		582.1		(326.6		)	1,744.6
Shareowners’ (deficit) equity	(297.5		)	910.2		589.3		(1,500.2		)	(298.2		)
Total liabilities and shareowners’ equity (deficit)	$	1,059.0		$	1,042.8	$	1,171.4	$	(1,826.8	)	$	1,446.4

Condensed Consolidating Statements of Cash Flows



	Year Ended December 31, 2016
(dollars in millions)	Parent (Issuer)			Guarantors			Non-guarantors			Eliminations			Total
Cash flows provided by (used in) operating activities	$	(61.1	)	$	25.0		$	209.3		$	—		$	173.2
Capital expenditures	(0.2		)	(25.4		)	(260.8		)	—			(286.4		)
Dividends received from CyrusOne (equity method investment)	—			2.1			—			—			2.1
Proceeds from sale of investment in CyrusOne	—			189.7			—			—			189.7
Distributions received from subsidiaries	12.0			—			—			(12.0		)	—
Funding between Parent and subsidiaries, net	152.0			(188.0		)	—			36.0			—
Other investing activities	(0.9		)	—			—			—			(0.9		)
Cash flows provided by (used in) investing activities	162.9			(21.6		)	(260.8		)	24.0			(95.5		)
Funding between Parent and subsidiaries, net	—			—			36.0			(36.0		)	—
Distributions paid to Parent	—			—			(12.0		)	12.0			—
Proceeds from issuance of long-term debt	635.0			—			—			—			635.0
Net increase in corporate credit and receivables facilities with initial maturities less than 90 days	—			—			71.9			—			71.9
Repayment of debt	(710.9		)	(3.5		)	(44.9		)	—			(759.3		)
Debt issuance costs	(10.8		)	—			(0.3		)	—			(11.1		)
Other financing activities	(11.9		)	—			—			—			(11.9		)
Cash flows provided by (used in) financing activities	(98.6		)	(3.5		)	50.7			(24.0		)	(75.4		)
Increase (decrease) in cash and cash equivalents	3.2			(0.1		)	(0.8		)	—			2.3
Beginning cash and cash equivalents	4.6			0.4			2.4			—			7.4
Ending cash and cash equivalents	$	7.8		$	0.3		$	1.6		$	—		$	9.7

	Year Ended December 31, 2015
(dollars in millions)	Parent (Issuer)			Guarantors			Non-guarantors			Eliminations			Total
Cash flows provided by (used in) operating activities	$	(19.3	)	$	(86.8	)	$	217.0		$	—		$	110.9
Capital expenditures	(0.1		)	(22.5		)	(261.0		)	—			(283.6		)
Dividends received from CyrusOne (equity method investment)	—			22.2			—			—			22.2
Proceeds from sale of investment in CyrusOne	—			643.9			—			—			643.9
Distributions received from subsidiaries	11.3			—			—			(11.3		)	—
Funding between Parent and subsidiaries, net	—			(554.3		)	71.9			482.4			—
Other investing activities	(0.3		)	0.9			0.1			—			0.7
Cash flows provided by (used in) investing activities	10.9			90.2			(189.0		)	471.1			383.2
Funding between Parent and subsidiaries, net	486.4			—			(4.0		)	(482.4		)	—
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		)	(3.2		)	(10.0		)	—			(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		)	(3.2		)	(27.1		)	(471.1		)	(544.6		)
Increase (decrease) in cash and cash equivalents	(51.6		)	0.2			0.9			—			(50.5		)
Beginning cash and cash equivalents	56.2			0.2			1.5			—			57.9
Ending cash and cash equivalents	$	4.6		$	0.4		$	2.4		$	—		$	7.4



Condensed Consolidating Statements of Cash Flows
	Year Ended December 31, 2014
(dollars in millions)	Parent (Issuer)			Guarantors			Non-guarantors			Eliminations			Total
Cash flows provided by (used in) operating activities	$	(56.3	)	$	5.6		$	225.9		$	—		$	175.2
Capital expenditures	(0.2		)	(29.6		)	(152.5		)	—			(182.3		)
Dividends received from CyrusOne (equity method investment)	—			28.4			—			—			28.4
Proceeds from sale of investment in CyrusOne	—			355.9			—			—			355.9
Proceeds from sale of wireless spectrum licenses - discontinued operations	—			194.4			—			—			194.4
Distributions received from subsidiaries	12.8			—			—			(12.8		)	—
Funding between Parent and subsidiaries, net	—			(546.3		)	(71.0		)	617.3			—
Other investing activities	(0.3		)	(5.5		)	2.0			—			(3.8		)
Cash flows provided by (used in) investing activities	12.3			(2.7		)	(221.5		)	604.5			392.6
Funding between Parent and subsidiaries, net	516.2			—			101.1			(617.3		)	—
Distributions paid to parent	—			—			(12.8		)	12.8			—
Net decrease in corporate credit and receivables facilities with initial maturities less than 90 days	(40.0		)	—			(87.0		)	—			(127.0		)
Repayment of debt	(367.3		)	(3.0		)	(6.2		)	—			(376.5		)
Debt issuance costs	(0.7		)	—			(0.2		)	—			(0.9		)
Other financing activities	(10.1		)	—			—			—			(10.1		)
Cash flows provided by (used in) financing activities	98.1			(3.0		)	(5.1		)	(604.5		)	(514.5		)
Increase (decrease) in cash and cash equivalents	54.1			(0.1		)	(0.7		)	—			53.3
Beginning cash and cash equivalents	2.1			0.3			2.2			—			4.6
Ending cash and cash equivalents	$	56.2		$	0.2		$	1.5		$	—		$	57.9