UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 20152018
 
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to             
Commission File Number 1-8519
CINCINNATI BELL INC.
 
Ohio 31-1056105
(State of Incorporation) (I.R.S. Employer Identification No.)
221 East Fourth Street, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
(513) 397-9900
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
Common Shares (par value $0.01 per share) New York Stock Exchange
6 3/4% Cumulative Convertible Preferred Shares
 New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes  x    No  o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes o     No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o






Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 
   Yes  x    No  o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.Act:
 
Large accelerated filerx  Accelerated filero
     
Non-accelerated filero  Smaller reporting companyo
Emerging growth companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o No  x
The aggregate market value of the voting common shares owned by non-affiliates of the registrant was $0.8$0.7 billion, computed by reference to the closing sale price of the common stock on the New York Stock Exchange on June 30, 2015,2018, the last trading day of the registrant’s most recently completed second fiscal quarter. The Company has no non-voting common shares.

At January 31, 2016,2019, there were 210,018,61150,337,778 common shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement relating to the Company’s 20162019 Annual Meeting of Shareholders are incorporated by reference into Part III of this report to the extent described herein.

 








Form 10-K Part I Cincinnati Bell Inc.

TABLE OF CONTENTS
  
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Item 7A.
   
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Item 9.
   
Item 9A.
   
Item 9B.
   
  
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This report contains trademarks, service marks and registered marks of Cincinnati Bell Inc., as indicated.


Form 10-K Part I Cincinnati Bell Inc.

Part I
Item 1. Business
Overview and Strategy
Cincinnati Bell Inc. and its consolidated subsidiaries ("Cincinnati Bell", "we", "our", "us" or the "Company") providesprovide integrated communications and IT solutions that keep residentialconsumer and business customers connected with each other and with the world.
Through its Entertainment and Communications segment, (formerly "Wireline"), the companyCompany provides high speed data, video, and voice solutions to consumers and businesses over an expanding fiber network and a legacy copper network. In addition,During 2018, the Company acquired Hawaiian Telcom Holdco, Inc. ("Hawaiian Telcom"), the largest full service provider of communication services on all of Hawaii's major islands. This acquisition added operational scale to our business by adding access to both Honolulu, a well-developed, fiber-rich city, as well as the growing neighbor islands. After the acquisition the Company's combined fiber network is nearly 16,500 fiber route miles.
Through its IT Services and Hardware segment, business customers across the United StatesU.S., Canada and Europe rely on Cincinnati Bell Technology Solutions Inc. ("CBTS"), a wholly-owned subsidiary reported as the IT Services and Hardware segment,Company for the sale and service of efficient, end-to-end communications and IT systems and solutions. Cincinnati BellDuring 2017, the Company expanded the geographic footprint of its IT Services and Hardware segment as a result of the acquisitions of SunTel Services LLC ("SunTel") and OnX Holdings LLC ("OnX"), transforming the segment into a North American hybrid-cloud services provider. In addition, the acquisition of Hawaiian Telcom in 2018 also owns approximately 9.5% of CyrusOne Inc. (NASDAQ: CONE) ("CyrusOne"), which specializes in operating highly reliable enterprise-class, carrier-neutral data center properties.expanded the IT Services and Hardware segment to Hawaii.
Our goal is to continue the transformation of Cincinnati Bell from a legacy copper-based telecommunications company into a technology company with state of the artstate-of-the-art fiber assets servicing customers with data, video, voice and IT solutions to meet their evolving needs. To this end, we believe that, by leveraging our past and future investments, createswe have created a company with a healthy balance sheet, growing revenue, growing profitability and sustainable cash flows.
In an effort to achieve our objectives, we continue to focus on the following key initiatives:
expand our local fiber networknetwork; and
grow our IT Services and Hardware segment
monetize our CyrusOne investment to reduce leveragesegment.
Expand our local fiber network
We invested $223.9$118.1 million of capital in ourthe Entertainment and Communications' strategicCommunications segment in products that can be categorized as either Fioptics in Cincinnati or Consumer/SMB Fiber in Hawaii (collectively, "Consumer/SMB Fiber") during 2015.2018. Revenue from these high demand products totaled $365.7$383.5 million, up 18%24% over the prior year including the contribution from Hawaii, and more than offsetup 10% over the prior year in Cincinnati, mitigating the decline in our legacy products. The primary focus of our strategicthese investments is the expansion of our Fioptics suite ofhigh-speed internet and video products which isare designed to compete directly with the cable Multiple System Operators, (MSO)such as Charter Communications, serving the Company’s ILEC market area. We invested $179.5 millionoperating territories. Year-over-year growth in 2015 for Fioptics as demand for thethese products remains strong. Year-over-year growth is outlined in the table below:
2015 2014 2013
Fioptics revenue (in millions):$190.8 $142.4 $100.8
Fioptics subscribers (in thousands):     
Cincinnati Operating Territory 2018 2017 2016
Consumer / SMB Fiber Revenue (in millions): $341.2 $309.9 $254.1
Subscribers (in thousands):      
High-speed internet153.7
 113.7
 79.9
 239.0
 226.6
 197.6
Video114.4
 91.4
 74.2
 139.9
 146.5
 137.6
Voice77.4
 61.0
 53.3
 107.6
 105.9
 96.2
During the year we passed an additional 97,000 addresses with Fioptics and as of December 31, 2015, the product is available to approximately 432,000 customer locations, or 53% of Greater Cincinnati. Our goal for 2016 is to pass an additional 70,000 addresses.
Included in capital for strategic products is $44.4 million of investment in fiber and IP-based core network technology to meet increased business and carrier demand primarily within our ILEC geography and in contiguous markets in the Midwest region for high-bandwidth data transport products, such as metro-ethernet and VoIP. We continue to evolve and optimize network assets to support the migration of legacy products to new technology and as of December 31, 2015, the Company has:
connected approximately 7,500 commercial buildings with fiber-based services (also referred to as a lit building), including more than 630 multi-tenant units ("MTU's") lit with fiber;
expanded the fiber network to span more than 8,100 route miles;

4

Table of Contents
Form 10-K Part I Cincinnati Bell Inc.

captured significant small
Hawaii Operating Territory2018
Consumer / SMB Fiber Revenue (in millions):$42.3
Subscribers (in thousands):
High-speed internet65.9
Video48.8
Voice30.3
During the year, we passed an additional 38,800 addresses in the Greater Cincinnati area with Fioptics, which included a reduction in Fiber to mediumthe Node ("FTTN") addresses of 2,200 as we upgraded these addresses to Fiber to the Premise ("FTTP") addresses as FTTP is becoming a more relevant solution for our customers. As of December 31, 2018, the Fioptics products are now available to approximately 611,000 customer locations or 75% of the Greater Cincinnati operating territory. During the six months ended December 31, 2018, we passed an additional 6,900 addresses in Hawaii. The Consumer/SMB Fiber products are now available to 240,500 addresses, or 49% of the operating territory in Hawaii, including Oahu and the neighbor islands.
In 2018, the Company also invested $25.1 million in Enterprise Fiber products, which includes fiber and IP-based core network technology. These investments position the Company to meet increased business and carrier demand within Greater Cincinnati and in contiguous markets in the Midwest region. In Hawaii expenditures are for high-bandwidth data transport products, such as metro-ethernet, including the Southeast Asia to United States ("SMB"SEA-US") market share;cable. We continue to evolve and optimize network assets to support the migration of legacy products to new technology, and as of December 31, 2018, the Company has:
increased the total number of commercial addresses with fiber-based services (referred to as a lit address) to 26,600 in Greater Cincinnati and 19,100 in Hawaii by connecting approximately 4,000 additional lit addresses in Greater Cincinnati during the twelve months ended December 31, 2018 and 1,500 additional lit addresses in Hawaii during the six months ended December 31, 2018;
expanded the fiber network to span more than 11,900 route miles in Greater Cincinnati and 4,600 route miles in Hawaii; and
provided cell site back-haul services to more than 70%approximately 90% of the 1,1001,000 cell sites in-market,in the Greater Cincinnati market, of which approximately 50097% of these sites are lit with fiber, and 69% of the 900 cell sites in Hawaii, all of which are lit with fiber.
As a result of our strategic investments, we have generated year-over-year Entertainment and Communications revenue growth foreach year since 2013. The Company's expanding fiber assets allow us to support the second consecutive year, a key milestone in our transformational efforts. Customerever-increasing demand for faster data, video and internet devices with speed, agility and broadband usage is accelerating.security. We believe our fiber investments are a long-term solution for our customerscustomers' bandwidth needs.
Grow our IT Services and Hardware Segment
Cincinnati Bell continues to grow the IT Services and Hardware segment by developing new products, as well as expanding its reach to new customers. During 2017, the Company completed the acquisitions of SunTel and OnX, which enabled us to extend our geographic footprint across the U.S., Canada and Europe, diversify our customer base, and expand our product portfolio. During 2018, the acquisition of Hawaiian Telcom helped to expand the segment even further across the U.S. to Hawaii. The Company continues to develop high-demand products for business customers through our investments in fiber and other success-based technology, such as unified communications and cloud services. Our ability to migrate customers from legacy copper-based productsbe innovative and to higher speed fiber-based offerings while being innovative asreact to the changing technology demands of our customers change is important to the growth of our IT Services and Hardware segment. During 2015,Our offerings under the IT ServicesInfrastructure Solutions practice provide a platform for buyer engagement and Hardware Segment generated 29%an opportunity for bridging the customer to higher value professional and managed services. In 2018, the Company saw significant increases in revenue growth across all of our strategic products. Professional services increased 29% and Managed and Monitoring services generated year-over year revenue growth of 25%.from Communications solutions, specifically Unified Communications revenue was up 18% in 2015as a Service ("UCaaS"), Software-Defined Wide Area Network ("SD-WAN") and Cloud Services increased 49% over 2014. Our goal isNetwork as a Service ("NaaS"), to fostercustomers that historically have purchased our current enterprise relationships while increasing our numberhardware offerings.
Table of small to mid-size customers both in and outside the Cincinnati market. Contents
Form 10-K Part ICincinnati Bell Inc.

As a company with a long history of managing customercustomers' network and technology needs, we combine the management of the network, whether owned by Cincinnati Bell or leased from other carriers out of territory, with integrated voice and IT offerings. We supply the architecture and integration intelligence, labor and hardware as well as any combination of these services. These projects can be established based on hourly billing rates, service-level driven agreements or utility-based usagemanaged service models. Customers are attracted to our ability to combine our historic knowledge, unique assets and talented workforce.workforce in order to help them improve their operational efficiency, mitigate risk and reduce costs.
Monetize our CyrusOne investment to reduce our leverageOperations
As of December 31, 2015, we own 9.5% of CyrusOne, which is held in2018, the form of 6.9 million shares of CyrusOne common shares. Company operated two segments: Entertainment and Communications and IT Services and Hardware.
The fair value of this investment was $257.9 million based on the quoted market price of CyrusOne's common stock at December 31, 2015. In determining the appropriate time to further monetizeEntertainment and Communications segment provides products and services that can be categorized as either Consumer/SMB Fiber, Enterprise Fiber or Legacy. The table below demonstrates how our CyrusOne investment, we will give due consideration to, among other factors: CyrusOne's stock price, market performance of other real estate investment trusts ("REIT")products and overall market indicators. We will balance our objectives of reducing the risk associated with owning any equity security with the upside appreciation potential for our investment in CyrusOne.services are categorized:
Entertainment and Communications
Consumer / SMB FiberEnterprise FiberLegacy
DataHigh-Speed InternetEthernet (>10Mb)DSL (< 10 Mb) (2)
Dedicated Internet AccessDS0 (3), DS1, DS3
WavelengthTDM (4)
IRUEthernet (<10 Mb)
Small Cell
SONET (1)
VoiceVoice (Fiber)Traditional Voice
Consumer Long Distance
Switched Access
Digital Trunking
VideoTelevision Service
OtherMaintenance
Information Services
Connect America Fund support
Directory Assistance
Advertising
Wireless Handsets and Accessories
Wireless Services
Wiring Projects
(1) Synchronous Optical Network
(2) Digital Subscriber Line
(3) Digital Signal
(4) Time Division Multiplexing






5

Table of Contents
Form 10-K Part I Cincinnati Bell Inc.

Operations
AsWe classify the products and services of December 31, 2015, the Company operated two segments: Entertainment and Communications andour IT Services and Hardware. We generally classify our productsHardware segment into four distinct practices: Consulting, Cloud, Communications and services into three distinct categories: Strategic, Legacy and Integration.Infrastructure Solutions. The table below demonstrates how our products and services are categorized within the Entertainment and Communications and IT Services and Hardware segments:
Entertainment and Communications
StrategicLegacyIntegration
DataFioptics InternetDSL (< 10 meg)
DSL (1) (> 10 meg)
DS0 (5), DS1, DS3
Ethernet
TDM (6)
Private Line
MPLS (2)
SONET (3)
Dedicated Internet Access
Wavelength
Audio Conferencing
VoiceFioptics VoiceTraditional Voice
VoIP (4)
Long Distance
Switched Access
Digital Trunking
VideoFioptics Video
Services and OtherWiring ProjectsAdvertisingMaintenance
Directory AssistanceInformation Services
Wireless Handsets and Accessories
(1) Digital Subscriber Line
(2) Multi-Protocol Label Switching
(3) Synchronous Optical Network
(4) Voice over Internet Protocol
(5) Digital Signal
(6) Time Division Multiplexing

categorized:
IT Services and Hardware
ConsultingIT Staffing
 StrategicIntegration
ProfessionalApplication ServicesConsultingInstallation
Staff Augmentation
Unified CommunicationsVoice MonitoringMaintenance
Managed IP Telephony Solutions
Cloud ServicesVirtual Data Centers
 Storage
 Backup
Monitoring and ManagementNetwork Monitoring/ManagementManagement/Monitoring
 Security
 Data Center
Telecom & IT HardwareCloud Consulting
CommunicationsUnified Communications as a Services ("UCaaS")
Contact Center
Software Defined Wide Area Networking ("SD-WAN")
Networking Solutions
Multi-Protocol Label Switching ("MPLS")
Network as a Service ("NaaS")
Infrastructure SolutionsHardware
 Software Licenses


6

Form 10-K Part I Cincinnati Bell Inc.Maintenance


Entertainment and Communications
The Entertainment and Communications segment provides products and services such as high-speed internet, data transport, local voice, long distance, VoIP, video and other services. Cincinnati Bell Telephone Company LLC ("CBT"), a subsidiary of the Company, is the Incumbent Local Exchange Carrierincumbent local exchange carrier ("ILEC") for a geography that covers a radius of approximately 25 miles around Cincinnati, Ohio, and includes parts of northern Kentucky and southeastern Indiana. CBT has operated in this territory for over 140145 years. The segment also provides voiceVoice and data services in the Enterprise Fiber and Legacy categories that are delivered beyond itsthe Company's ILEC territory, particularly in Dayton and Mason, Ohio, are provided through the operations of Cincinnati Bell Extended Territories LLC ("CBET"), a competitive local exchange carrier ("CLEC") and subsidiary of CBT. The EntertainmentOn July 2, 2018, the Company acquired Hawaiian Telcom. Hawaiian Telcom is the ILEC for the State of Hawaii and Communications segment provides long distancethe largest full service provider of communications services and VoIPproducts in that state. Originally incorporated in Hawaii in 1883 as Mutual Telephone Company, Hawaiian Telcom has a strong heritage of over 135 years as Hawaii’s communications carrier. Its services primarily throughare offered on all of Hawaii’s major islands, except its Cincinnati Bell Any Distance Inc. ("CBAD") and eVolve Business Solutions LLC ("eVolve") subsidiaries.video service, which currently is only available on the island of Oahu. The key products and services provided by the Entertainment and Communications segment include the following:
Data
The Company's data products include high-speed internet access, data transport and interconnection services. Consumer demand for increased internet speeds is accelerating, and more customers are opting for higher bandwidth solutions such as Fioptics.solutions. To address this demand, we arethe Company is focused on building out FTTP addresses, enabling these addresses to receive speeds up to one gigabit per second ("Gbps"). FTTP addresses now cover 58% of the market in Greater Cincinnati and 34% of the market in Hawaii. The Company is now able to provide internet speeds of 1030 megabits per second ("Mbps") or more to approximately 550,00075% of Greater Cincinnati and 68% of homes and businesses on the island of Oahu, of which approximately 472,000 and 167,000 addresses more than 65%are capable of our operating territory, with the coverage increasing as we expand our fiber network.receiving speeds up to one Gbps in Greater Cincinnati and Hawaii, respectively.
Form 10-K Part ICincinnati Bell Inc.

As business customers migrate from legacy products and copper-based technology, our metro-ethernet product becomes the access method of choice due to its ability to support multiple applications on a single physical connection. The Company continues to build out fiber to MTU's in Greater Cincinnati to meet growing demand for these services. We are also expanding our metro-ethernet platform to deliver services across a wider geography to target business customers beyond our ILEC footprint. The Company’s regional network connects Greater Cincinnati, Columbus, and Dayton, Ohio, as well as Indianapolis, Indiana;Indiana, Chicago, Illinois;Illinois, and Louisville, Kentucky.
As a result of the acquisition of Hawaiian Telcom the Company gained access to the SEA-US trans Pacific submarine cable system connecting Indonesia, the Philippines, Guam, Hawaii and the mainland United States.  The system provides an initial 20 Terabytes per second ("Tbps") of capacity using state-of-the-art 100Gbps technology to accommodate the increase in data consumption.
Voice
Voice represents local service including Fioptics voice lines.over both copper and fiber. It also includes VoIP,consumer long distance, digital trunking, switched access and other value-added services such as caller identification, voicemail, call waiting and call return.
The Company's voice access lines over copper continue to decrease as our customers have increasingly employed wireless technologies in lieu of wireline voice services ("wireless substitution"), migrated to competitors, or migrated to competitors.VoIP services provided by the Company and others.
Residential and business customersCustomers purchasing traditional long distance service can choose from a variety of long distance plans, which include unlimited long distance for a flat fee, purchase of minutes at a per-minute-of-use rate, or a fixed number of minutes for a flat fee. The Company's long distance lines and related minutes of use have continued to decline as a result of wireless substitution and the migration to VoIP technology. Our VoIP products provide access to widely disbursed communication platforms and access to our cloud based services and hosted unified communications product for customers ranging from small businesses to large enterprise customers.substitution.
Video
In 2009,the Greater Cincinnati territory, the Company launched Fioptics in 2009 and initially focused our fiber network investment on densely populated areas, such as apartments and condominiums. Since that time, Fioptics has been deployed over a much broader base and is now available to approximately 53%75% of Greater Cincinnati and asCincinnati. As of December 31, 2015,2018, we have 114,400139,900 video subscribers.subscribers in Greater Cincinnati. Our Fioptics customers enjoy access to over 400 entertainment channels, including digital music, local, movie and sports programming as well as Indian and Spanish-language packages,with over 120150 high-definition channels, parental controls, HD DVR and video On-Demand.
In addition, we offer features that deliver high customer satisfaction,Hawaii, the Company launched its next-generation television service on the island of Oahu in July 2011. The TV service is 100% digital with hundreds of local, national, international and music channels, including Fiopticshigh-definition, premium, pay-per-view channels and video on-demand service. TV Everywhere ™ and a Fioptics live TV streaming application.service has been deployed to 48,800 subscribers in Hawaii as of the end of 2018.
Services and Other Revenue
Services and otherOther
Other revenue consists of revenue generated from wiring projects for business customers, Connect America Fund support (see “—Regulation” for further discussion of universal service), advertising, directory assistance, maintenance and information services and commissions received as an authorized sales agent for DirecTV® and Verizon Wireless.services.


7

Form 10-K Part ICincinnati Bell Inc.

IT Services and Hardware
The IT Services and Hardware segment provides a full range of managed IT solutions, including managed telephony network and infrastructure services,IT equipment sales, and professional IT staffing services. These services and products are provided through the Company's subsidiaries in various geographic areas throughout the United StatesU.S., Canada and the United Kingdom through the Company's subsidiaries.Europe. By offering a full range of equipmentInfrastructure Solutions in addition to Cloud, Communications and managedConsulting services, in conjunction with Cincinnati Bell's network expertise, the IT Services and Hardware segment provides end-to-end IT and telecommunications solutions designed to reduce cost and mitigate risk while optimizing performance for its customers.
The key products and services provided by the IT Services and Hardware segment include the following:
Professional ServicesConsulting
The Company's professionalconsulting services offerings consist of consulting,IT staffing installation and project-based engagements, including engineering and installation of voice, connectivity and IT technologies, development of digital application solutions and staff augmentation by highly skilled and industry-certified technical resources. Engagements can be short-term IT implementation and project-based work as well as longer term staffing and permanent placement assignments. The Company utilizes a team of experienced recruiting and hiring personnel to provide its customers with a wide range of skilled IT professionals. Additionally, we also manage the maintenance
Unified
Form 10-K Part ICincinnati Bell Inc.

Communications
CBTSThe Company offers a complete portfolio of hosted solutions that include converged IP communications platforms of data, voice, video and mobility applications. We offer our customers expert management for all hardware and software components, including maintenance contracts and service level agreement ("SLA") based services. Fully hosted and managed, these voice platforms and applications can also be delivered as cloud servicesa service for a monthly utility fee.fee allowing our customers to scale without a large capital investment.
The solutions offered in the Communications practice include communications asUCaaS, SD-WAN, NaaS, Contact Center and other Networking Solutions. UCaaS provides a service model in a cloud environment. We provide hosted communications andportfolio of solutions that deliver the efficiencies of next-generationincludes VoIP, services. Our conferencingroom-based video, mobile solutions, offer cloud-based audio, video, andchat/presence, messaging, web conferencing, services accessible from any connected device.audio conferencing, social media, contact center solutions, and more in order to serve a customer's collaboration needs. Cloud delivered SD-WAN is a revolutionary, agile platform to deploy, manage and monitor hybrid public, private, wireline and wireless networks. NaaS is a fully managed networking solution with cloud integration, security, switching, Wi-Fi, management, monitoring and SD-WAN. Our cloud call center applicationContact Center offering features speech-enabled IVR,Interactive Voice Response ("IVR"), call-back services, call analytics and surveys. The cloud call recording application featuressurveys, speech analytics, alerts and notification, and improved customer satisfaction and productivity. Additionally, we manage the maintenance of a large base of customers with traditional voice systems as well as converged VoIP systems under Networking Solutions.
Cloud Services

Virtual data center ("VDC") is a robust and scalable virtual infrastructure consisting of equipment, security, people and processes. This offering is provided in three different models:models - private cloud, dedicated cloud or public cloud;cloud - and provides customers with either a long termlong-term or a short termshort-term flexible solution that is fully managed by CBTSthe Company and monitored around the clock from our network operations center.Enterprise Network Operations Center ("ENOC").
CBTS storageStorage is a flexible, on-demand storage solution that enables businesses to eliminate capital expenditures and ongoing asset management with SLA-based services. CBTSThe Company offers Tier I, Tier II and Tier III storage to meet its customerscustomers' availability, accessibility, protection, performance and capacity needs.
CBTS backupBackup is a scalable solution that allows businesses to eliminate capital outlay and ongoing equipment management with SLA-based services and includes virtual data center, hardware, software, monitoring and support.

Management & Monitoring
CBTSThe Company provides SLA-based managedmonitoring and management services utilizing our Enterprise Network Operations Center ("ENOC").ENOC. The ENOC includes highly certified engineers and operation experts that proactively monitor and manage our customers’ technology environments and applications. Standalone monitoring services provide customers with scheduled and automatic checks of customers' servers, routers, switches, load balancers and firewalls. We also provide customers with advance trouble shooting, repair and changes of customers' servers, routers, switches, load balancers and other network devices from our ENOC. These services can be provided to customers with CBTSequipment provided equipmentby the Company, or customer-owned equipment, and do not have geographical constraints. Services can be purchased individually or bundled by combining multiple products, services, and assets into a utility or service model.


8

Form 10-K Part ICincinnati Bell Inc.

Telecom and IT HardwareInfrastructure Solutions
The Company maintains premium resale relationships and certifications with a variety of branded technology vendors which allows it to competitively sell, architect and install a wide array of telecommunications and IT infrastructure equipment to meet the needs of its customers.
Investment in CyrusOne
Cincinnati Bell owns approximately 9.5% of CyrusOne (NASDAQ: CONE), through its ownership of 6.9 million shares of CyrusOne's common shares. At December 31, 2015, the fair value of this investment was $257.9 million based on the quoted market price of CyrusOne's common stock.
Sales and Distribution Channels
The Company’s Entertainment and Communications segment utilizes a number of distribution channels to acquire customers. Subsequent toAs of December 31, 2018, the agreement to sell our wireless spectrum licenses, we rebranded ourCompany operated nine retail stores in the Cincinnati operating territory to market and distribute our Fioptics suite of products. As of December 31, 2015, the Company operated eight retail stores in its operating territory. The Company works to locate retail stores in high traffic but affordable areas, with a distance between each store that considers optimal returns per store and customer convenience. The Company also offers fully-automated, end-to-end web-based sales of various other Company services and accessories.accessories for both the Cincinnati operating territory and the Hawaii operating territory. In addition, the Company utilizes a call center, as well as a door-to-door sales force, to target the sale of Fiopticsour consumer products to residents.
Form 10-K Part ICincinnati Bell Inc.

For both Entertainment and Communications and IT Services and Hardware,operating segments, we utilize a business-to-business sales force and a call center organization to reach business customers in our operating territory.territories. Larger business customers are supported by sales account representatives and solution architects located in our branch offices across the U.S., Canada and Europe that understand the customer's technology needs and recommend Company offered solutions. Smaller business customers are supported through a telemarketing sales force, customer representatives and store locations.
The IT Services and Hardware segment utilizes an indirect distribution channel to sell services, primarily focused on Communications. Compensation to the distributor is success-based and typically involves a residual payment based on revenue from customers.
Suppliers and Product Supply Chain
The Company generally subjects purchases to competitive bids and selects its vendors based on price, service level, delivery terms, quality of product and terms and conditions.
The Entertainment and Communication’sCommunications segment's primary purchases are for video content, network equipment, software, and fiber cable and contractors to maintain and support the growth of Fioptics.the fiber network. The Company maintains facilities and operations for storing cable and other equipment, product distribution and customer fulfillment.
The IT Services and Hardware segment primarily purchases IT and telephony equipment that is either sold to a customer, or used to provide service to the customer. The Company is a certified distributor of leading technology and software solutions including, but not limited to, Cisco, EMC, Avaya and Oracle equipment.Oracle. Most of this equipment is shipped directly to the customer from vendor locations, but the Company does maintain warehouse facilities for replacement parts and equipment testing and staging.
In addition, we have long-term commitments to outsource various services, such as certain information technology functions, cash remittance and accounts payable functions, call center operations and maintenance services.
Competition
The telecommunications industry is very competitive, and the Company competes against larger, well-capitalized national providers.
The Entertainment and Communications segment faces competition from other local exchange carriers, wireless service providers, inter-exchange carriers, as well as cable, broadband, and internet service providers. The Company has lost, and will likely continue to lose access lines as a partportion of itsthe customer base utilizes the services ofmigrates to competitive wireline or wireless providers in lieu of the Company’s services. Wireless providers, particularly those that provide unlimited wireless service plans with no additional fees for long distance, offer customers a substitution service for the Company’s local voice and long-distance services. The Company believes wireless substitution and competition is the reason for the largest portion of the Company’s access line and long-distance line losses.

9

Form 10-K Part ICincinnati Bell Inc.


Our strategicConsumer/SMB Fiber and Enterprise Fiber products also face intense competition from cable operators, other telecom companies and niche fiber companies. Many of our competitors have lower operating costs and access to resources that provide economies of scale allowingthat allow them to more aggressively price products, which they are able toas well as provide products on a much broader scale given their expanded geographic operations. Our competitors are expected to continuously upgrade their service quality and offerings which could substantially erode the competitive advantage we currently have with our fiber-based products. These competitive factors could limit the Company's ability to grow revenue and cash flows despite the strategic initiatives implemented.
The Fioptics suite of productsCompany's video product also facefaces competition from a number of different sources, including companies that deliver movies, television shows and other video programming over broadband Internet connections. Increasingly, content owners are utilizing Internet-based delivery of content directly to consumers, some without charging a fee for access to the content. Furthermore, due to consumer electronics innovations, consumers are able to watch such Internet-delivered content on television sets and mobile devices. Increased customer migration to these non-traditional entertainment products could result in increased Fioptics churn and decreased penetration.penetration for video; however, this trend could also drive increased demand for our high speed internet product.
Form 10-K Part ICincinnati Bell Inc.

The IT Services and Hardware segment competes against numerous other information technology consulting, web-hosting, and computer system integration companies, many of which are larger in scope and well-financed. The Company believes that participants in this market must grow rapidly and achieve significant scale to compete effectively. Other competitors may consolidate with larger companies or acquire software application vendors or technology providers, enabling them to more effectively compete. This consolidation could affect prices and other competitive factors in ways that could impede the ability of these businesses to compete successfully in the market. In addition, as more customers migrate to the public cloud, we will see declines in the demand for Infrastructure Solutions. However, this trend could provide an opportunity in Consulting, Communications and Cloud Services as the Company has IT professionals that can assist customers through this migration to the public cloud.
Customers
The following table demonstrates how the Company’sCompany had no customers whose revenue portfolio has changed over the past three years.
Percentage of revenue 2015 2014 2013 2015 vs 2014 Change  2014 vs 2013 Change 
Strategic 46% 38% 35% 8
pts 3
pts
Legacy 31% 35% 43% (4)  (8) 
Integration 23% 27% 22% (4)  5
 
Total 100% 100% 100% 

  
 
Percentage of revenue 2015 2014 2013 2015 vs 2014 Change  2014 vs 2013 Change 
Consumer 29% 27% 28% 2
pts (1)pt
Business 61% 62% 60% (1)  2
 
Carrier 10% 11% 12% (1)  (1) 
Total 100% 100% 100%      
comprised greater than 10% of total revenue in 2018 and 2017. The Company hashad sales with one large customer, General Electric Company. ("GE"), thatGE, which contributed 12% and 14% of the Company’s 2015 and 2014 annual11% to total revenue respectively.in 2016.
Employees
At December 31, 2015,2018, the Company had approximately 3,250 employees, and approximately 30%4,300 employees. Approximately 35% of its employees are covered underby collective bargaining agreements. Approximately 20% of total employees are covered by a collective bargaining agreement with the Communications Workers of America (“CWA”), which is affiliated with the AFL-CIO. A new contractAFL-CIO, and approximately 15% of total employees are covered by a collective bargaining agreement with the International Brotherhood of Electrical Workers (IBEW) Local 1357. The collective bargaining agreements with the CWA was ratified on February 27, 2015 and will be in effectIBEW are effective through May 12, 2018.

10

Tablethe second quarter of Contents
2021 and third quarter of 2022, respectively.
Form 10-K Part ICincinnati Bell Inc.

Website Access and Other Information
The Company was incorporated under the laws of Ohio in 1983 with its headquarters at 221 East Fourth Street, Cincinnati, Ohio 45202 (telephone number (513) 397-9900 and website address http://www.cincinnatibell.com). The Company files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC") under the Exchange Act of 1934 (the "Exchange Act"). These reports and other information filed by the Company may be read and copied at the Public Reference Room of the SEC, 100 F Street N.E., Washington D.C., 20549. Information about the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy statements, and other information about issuers, like the Company, which file electronically with the SEC. The address of that site is http://www.sec.gov. The Company makes available its reports on FormForms 10-K, 10-Q, and 8-K (as well as all amendments to these reports), proxy statements and other information, free of charge, at the Investor Relations section of its website.
Executive Officers
Refer to Part III, Item 10. "Directors, Executive Officers and Corporate Governance" of this Annual Report on Form 10-K for information regarding executive officers of the registrant.
Business Segment Information
The amounts of revenue, intersegment revenue, operating income, expenditures for long-lived assets, and depreciation and amortization attributable to each of the Company’s business segments for the years ended December 31, 2015, 2014,2018, 2017, and 2013,2016, and assets as of December 31, 20152018 and 20142017 are set forth in Note 16 to the consolidated financial statements.
Form 10-K Part ICincinnati Bell Inc.

Item 1A. Risk Factors
In addition to the other information contained in this Form 10-K, the following risk factors should be considered carefully in evaluating us. Our business, financial condition, liquidity or results of operations could be materially affected by any of these risks.

Risk Factors Related to our Business and Operations

The Company operates in highly competitive industries, and customers may not continue to purchase products or services, which would result in reduced revenue and loss of market share.

The telecommunications industry is very competitive and the Company competes against larger, well-capitalized national providers. Competitors may reduce pricing, create new bundled offerings, or develop new technologies, products or services.services that they can offer in expanded geographic regions. Our competitors are expected to continuously upgrade their service quality and offerings. If the Company cannot continue to offer reliable, competitively priced, value-added services, or if the Company does not keep pace with technological advances and upgrades, competitive forces could adversely affect it through a loss of market share or a decrease in revenue and profit margins. The Company has lost access lines, and will likely continue to lose access linesthem as a part of itsthe customer base utilizesmigrates to competitors or alternative products of the services of competitors.Company. These competitive factors could limit the Company's ability to grow revenue and cash flows despite the strategic initiatives implemented.

The Entertainment and Communications segment faces competition from other local exchange carriers, wireless service providers, inter-exchange carriers, and cable, broadband and internet service providers.providers, other telecom companies, niche fiber companies and companies that deliver movies, television shows and other video programming over broadband Internet connections. Wireless providers, particularly those that provide unlimited wireless servicevoice and data plans with no additional fees for long distance, offer customers a substitution service for the Company’s access lines and long distance lines.services. The Company believes wireless substitution accounts for the largest portion of its access line losses. Also, cable competitors that have existing service relationships with CBT’sthe Company's customers alsoin the Entertainment and Communications segment offer substitution services, such as VoIP and long distance voice services in the Company's operating areas. Partially asAs a result of wireless substitution and increased competition, CBT’s legacy voice lines decreased by 14% and long distance subscribers decreased by 6% in 2015Cincinnati in 2018 compared to 2014.2017.
Our
In addition, our strategic products, also face intense competition from cable operators, other telecom companies and niche fiber companies. Many of our competitors have lower operating costs and access to resources that provide economies of scale allowing them to more aggressively price products, which they are able to provide on a much broader scale given their expanded geographic operations. Our competitors are expected to continuously upgrade their service quality and offerings, which could substantially erode the competitive advantage we currently have withparticularly our fiber-based products. These competitive factors could limit the Company's ability to grow revenue and cash flows despite the strategic initiatives implemented.

11

Form 10-K Part ICincinnati Bell Inc.

The Fioptics suite of products, also facesface competition from a number of different sources including cable operators, other telecom companies, niche fiber companies, and companies that deliver movies, television shows and other video programming over broadband Internet connections. Increasingly, content owners are utilizing Internet-based delivery of content directly to consumers, some without charging a fee for access to the content. Furthermore, due to consumer electronics innovations, consumers are able to watch such Internet-delivered content on television sets and mobile devices. Increased customer migration to these non-traditional entertainment products could result in increased Fioptics churn and decreased penetration.penetration in our Consumer/SMB Fiber products. If the Company is unable to effectively implement strategies to attract and retain Fioptics video and high-speed internet subscribers, retain access lines and long distance subscribers, or replace such customers with other sources of revenue, the Company's Entertainment and Communications businesssegment will be adversely affected.

The IT Services and Hardware segment competes against numerous other information technology consulting, web-hosting, and computer system integration companies, many of which are large in scope and well-financed. This market is rapidly evolving and highly competitive. Other competitors may consolidate with larger companies or acquire software application vendors or technology providers, which may provide competitive advantages. The Company believes that many of the participants in this market must grow rapidly and achieve significant scale to compete effectively. This consolidation could affect prices and other competitive factors in ways that could impede our ability to compete successfully in the market.
The competitive forces described above could adversely affect the Company’s IT Services and Hardware segment and have a material adverse impact on the Company’s business, financial condition, results of operations and cash flows.
Accelerating the pace of investment in our Fioptics suite of products could have a negative impact on our financial results.
In 2014, we began accelerating the pace of investment in our Fioptics suite of products due to a progressive change in customer expectations for increased internet speeds. We intend to continue such accelerated investments through 2016. There are several factors that could result in a negative effect on our revenue, operating income and cash flows, such as:
our costs could significantly exceed expectations;
the acceleration may not generate the expected increase in subscribers;
it may be inefficient to build out the additional fiber at an accelerated rate;
there may be a lack of workforce to achieve our construction, sales and installation targets; and
access to the fiber required for our construction plans may be limited.

The Company may be unable to grow our revenues and cash flows despite the initiatives we have implemented.

We must produce adequate revenues and cash flows that, when combined with cash on hand and funds available under our revolving credit facilities, will be sufficient to service our debt, fund our capital expenditures, pay our taxes, fund our pension and other employee benefit obligations and pay preferred dividends pursuant to our dividend policy. We have identified some potential areas of opportunity and implemented several growth initiatives, including increasing marketing promotions and related expenditures and launching new products and services with a focus on areas that are growing such as Fioptics, other fiber-based service offerings and IT solutions.initiatives. We cannot be assured that these opportunities will be successful or that these initiatives will improve our financial position or our results of operations.

Form 10-K Part ICincinnati Bell Inc.

Failure to anticipate the need for andto introduce new products and services, or to compete with new technologies, may compromise the Company’s success in the telecommunications industry.

The Company’s success depends, in part, on being able to anticipate the needs of current and future business, carrier and residentialconsumer customers. The Company seeks to meet these needs through new product introductions, service quality and technological improvements. New products and services are important to the Company’s success because its industry is technologically driven, such that new technologies can offer alternatives to the Company’s existing services. The development of new technologies and products could accelerate the Company’s loss of access lines or limit the growth from its strategic products, which would have a material adverse effect on the Company’s revenue, results of operations, financial condition and cash flows.


12

Form 10-K Part ICincinnati Bell Inc.

The Company’s access lines, which generate a significant portion of its cash flows and profits, are decreasing in number. If the Company continues to experience access line losses similar to the past several years, its revenues, earnings and cash flows from operations may be adversely impacted.

The Company generates a substantial portion of its revenues by delivering voice and data services over access lines. The Company's local telecommunications subsidiary, CBT, hassubsidiaries have experienced substantial access line losses over the past several years due to a number of factors, including wireless and broadband substitution and increased competition. The Company expects access line losses to continue into the foreseeable future. Failure to retain access lines without replacing such losses with an alternative source of revenue would adversely impact the Company's revenues, earnings and cash flow from operations.
Some
The Company has provided alternative sources of revenue by way of our strategic products; however, these products may generate lower profit margins than our traditional services, and someservices. In addition, as a larger portion of our customer base has already migrated to these new product offerings, a decreased growth rate of strategic products can be expected to experience slowing growth as increasing numbers of our existing or potential customers subscribe to these newer products.expected. Moreover, we cannot provide assurance that the revenues generated from our new offerings will offsetmitigate revenue losses from the reduced sales of our legacy products or that our new strategic offerings will be as successful as anticipated.
Negotiations with the providers of content for our video programming may not be successful, potentially resulting in our inability to carry certain programming channels, which could result in the loss of subscribers. In addition, due to the influence of some content providers, we may be forced to pay higher rates for some content, resulting in increased costs. 

We must negotiate with the content owners of the programming that we carry.  These content owners are the exclusive provider of the channels they offer.  If we are unable to reach a mutually-agreed upon contract with a content owner, our existing agreements to carry this content may not be renewed, resulting in the blackout of these channels.  The loss of content could result in our loss of customers who place a high value on the particular content that is lost.  In addition, many content providers own multiple channels. As a result, we typically have to negotiate the pricing for multiple channels rather than one, and carry and pay for content for which customers do not associate much value, in order to have access to other content that customers do associate value.  Some of our competitors have materially larger scale than we do, and may, as a result, be better positioned than we are in such negotiations.   As a result of these factors, the expense of content may continue to increase, and have a material adverse impact on the Company’s results of operations and cash flows.

The Company's failure to meet performance standards under its agreements could result in customers terminating their relationships with the Company, or customers being entitled to receive financial compensation, which would leadleading to reduced revenues and/or increased costs.

The Company's agreements with its customers contain various requirements regarding performance and levels of service. If the Company fails to provide the levels of service or performance required by its agreements, customers may be able to receive service credits to their accounts and other financial compensation, and alsoor may be able to terminate their relationship with the Company. In order to provide these levels of services,service, the Company is required to protect against human error, natural disasters, equipment failure, power failure, sabotage and vandalism, and have disaster recovery plans available forin the event of disruption of services.service. The failure to address these or other events may result in a disruption of services.service. In addition, any inability to meet service level commitments, or other performance standards, could reduce the confidence of customers andcustomers. Decreased customer confidence could consequently impair the Company's ability to attract and retain customers, which wouldcould adversely affect the Company's ability to generate revenues and operating results.

Form 10-K Part ICincinnati Bell Inc.

The Company generates a substantial portion of its revenue by serving a limited geographic area.

The Company generates a substantial portion of its revenue by serving customers in Greater Cincinnati, Ohio, Dayton, Ohio and Dayton, Ohio.the islands of Hawaii. Furthermore, because of Hawaii’s geographic isolation, the successful operation and growth of the business in Hawaii is dependent on favorable economic and regulatory conditions in the state. An economic downturn or natural disaster occurring in thisany of these limited operating territoryterritories would have a disproportionate effect on the Company's business, financial condition, results of operations and cash flows compared to similar companies of a national scope and similar companies operating in different geographic areas.
A
The customer base for telecommunications services in Hawaii is small and geographically concentrated. The population of Hawaii is approximately 1.4 million, approximately 70% of whom live on the island of Oahu. Any adverse economic conditions affecting Oahu, or Hawaii generally, could materially impair our ability to operate our business. Labor shortages or increased labor costs in Hawaii could also have a material adverse effect on our business. In addition, we may be subject to increased costs for goods and services that the Company is unable to control or defray as a result of operating in this limited territory. Increased expenses including, but not limited to, energy and health care could have a material adverse effect on our business and results of operations.

Two large customer accountscustomers account for a significant portion of the Company’s revenues and accounts receivable. The loss or significant reduction in business from this customereither one of these customers would cause operating revenues to decline significantly and have a materially adverse long-termcould negatively impact on the Company’s business.profitability and cash flows.

As of December 31, 2015 and 2014, the Company had receivables from2018 Verizon comprised 18% of consolidated accounts receivable. As of December 31, 2017, GE that account for up 22% and 26%comprised 10% of the outstandingconsolidated accounts receivable balance, respectively.receivable. During 2016, GE contributed 12% and 14%11% to consolidated revenue for the years ended 2015 and 2014, respectively.revenue. As a result of this concentration,these concentrations, the Company's results of operations and financial condition could be materially affected if the Company lost this customerthese customers or if services purchased were significantly reduced. IfIn addition, if Verizon or GE were to default on itstheir accounts receivable obligations, the Company would be exposed to potentially significant losses in excess of the provisions established. This would also negatively impact the available borrowing capacity under the Company's accounts receivable securitization facility ("Receivables Facility").

Maintaining the Company's telecommunications networks requires significant capital expenditures, and itsthe Company's inability or failure to maintain its telecommunications networks wouldcould have a material impact on its market share and ability to generate revenue.

Over the past several years, the Company has improved its wireline network through increased capital expenditures for fiber optic cable in areas of its operating network. The Company is accelerating the pace of investment in its Fioptics suite of services and intends to continue its capital expenditures for fiber optic cable through 2016.cable.

In order to provide appropriate levels of service to the Company's customers, the network infrastructure must be protected against damage from human error, natural disasters, unexpected equipment failure, power loss or telecommunications failures, terrorism, sabotage or other intentional acts of vandalism. The Company's networks may not address all of the problems that may be encountered in the event of a disaster or other unanticipated problems, which may result in disruption of service to customers.

13

Form 10-K Part ICincinnati Bell Inc.

The Company may also incur significant additional capital expenditures as a result of unanticipated developments, regulatory changes and other events that impact the business.

Increases in broadband usage may cause network capacity limitations, resulting in service disruptions or reduced capacity for customers.

Video streaming services and peer-to-peer file sharing applications use significantly more bandwidth than traditional Internet activity such as web browsing and email. As utilization rates and availability of these services continue to grow, our high-speed Internet customers may use much more bandwidth than in the past. If this occurs, we could be required to make significant capital expenditures to increase network capacity in order to avoid service disruptions or reduced capacity for customers.
We may not be able to recover the costs of the necessary network investments. This wouldcould result in an adverse impact to our results of operations and financial condition.

Form 10-K Part ICincinnati Bell Inc.

We may be liable for the material that content providers distribute over our networks.

The law relating to the liability of private network operators for information carried on, stored or disseminated through their networks is still unsettled. As such, we could be exposed to legal claims relating to content disseminated on our networks. Claims could challenge the accuracy of materials on our network or could involve matters such as defamation, invasion of privacy or copyright infringement. If we need to take costly measures to reduce our exposure to these risks or are required to defend ourselves against such claims, our financial results would be negatively affected.
Cyber attacks
An IT and/or other breachesnetwork security breach or cyber-attack may lead to unauthorized use or disabling of our network, theft of customer data, unauthorized use or otherpublication of our confidential business information technology securityand could have ana material adverse effect on our business.

Cyber attacks or other breaches of network or information technology security may cause equipment failures or disruptions to our operations. Our inability to operate our wireline networks as a result of such events, even for a limited period of time, may result in significant expenses and/or loss of market share to other communications providers.share. In addition, the potential liabilities associated with these events could exceed the insurance coverage we maintain. Cyber attacks, which include the use of malware, computer viruses and other means for disruption or unauthorized access, have increased in frequency, scope and potential harm in recent years. These risks may be heightened as we expand our managed services, data center services and cloud-based services. While, to date, we have not been subject to cyber attacks or other cyber incidents which, individually or in the aggregate, have been material to our operations or financial condition, the preventative actions we take to reduce the risk of cyber incidents and protect our information technology and networks may be insufficient to repel a major cyber attack in the future. Significant security failures could result in the unauthorized use or disabling of our network elements. The costs associated with a major cyber attack could include expensivematerial incentives offered to existing customers and business partners to retain their business, increased expenditures on cyber security measures, lost revenues from business interruption, litigation, fines from regulatory authorities and damage to our reputation. If we fail to prevent the theft of valuable information such as financial data, sensitive information about the Company and intellectual property, or if we fail to protect the privacy of customer and employee confidential data against breaches of network or information technology security, it wouldcould result in damage to our reputation, which could adversely impact customer and investor confidence. Any of these occurrences could result in a material adverse effect on our results of operations and financial condition.
Natural
Weather conditions, natural disasters, terrorist acts or acts of war could cause damage to our infrastructure and result in significant disruptions to our operations.

Our business operations are subject to interruption by natural disasters, power outages, terrorist attacks, other hostile acts and events beyond our control. Such events could cause significant damage to our infrastructure, resulting in degradation or disruption of service to our customers. While we maintain insurance coverage for some of these events, theThe potential liabilities associated with these events could exceed the insurance coverage we maintain. Our system redundancy may be ineffective or inadequate and our disaster recovery planning may not be sufficient for all eventualities. These events could also damage the infrastructure of suppliers that provide us with the equipment and services we need to operate our business and provide products to our customers. A natural disaster or other event causing significant physical damage wouldcould cause us to experience substantial losses resulting in significant recovery time and expenditures to resume operations. In addition, these occurrences could result in lost revenues from business interruption as well as damage to our reputation.


In particular, from time to time the islands of Hawaii experience severe weather conditions such as high winds and heavy rainfall, and natural disasters such as earthquakes, volcanic eruptions and tsunami, which can overwhelm our employees, disrupt our services and severely damage our property. Such disruptions in service and damage to property could materially harm our business, financial condition, results of operations, liquidity and/or market price of our securities. Moreover, it is impossible to predict the extent to which climate change could cause extreme weather conditions to become more frequent or more extreme.




14

Form 10-K Part I Cincinnati Bell Inc.

The regulation of the Company’s businesses by federal and state authorities may, among other things, place the Company at a competitive disadvantage, restrict its ability to price its products and services competitively, and threaten its operating licenses.

Several of the Company’s subsidiaries are subject to regulatory oversight of varying degrees at both the state and federal levels, which may differ from the regulatory scrutiny faced by the Company’s competitors. A significant portion of CBT’sthe Company's revenue is derived from pricing plans that requireare subject to regulatory overviewreview and approval. These regulated pricing plans limit the rates CBT chargesthe Company can charge for some services while the competition has typically been able to set rates for services with limited or no restriction. In the future, regulatory initiatives that would put CBTthe Company at a competitive disadvantage or mandate lower rates for its services would result in lower profitability and cash flows for the Company. In addition, different regulatory interpretations of existing regulations or guidelines may affect the Company’s revenues and expenses in future periods.
At the federal level, CBT isthe Company’s telecommunications services are subject to the Communications Act of 1934 as amended by the Telecommunications Act of 1996 (the "1996 Act""Act"), including the rules subsequently adopted by the FCC to implement the 1996 Act, which has impacted CBT’s in-territory local exchange operations in the form of greater competition.Federal Communications Commission ("FCC"). At the state level, CBT conductsoperates as the incumbent local exchange operationscarrier (“ILEC”) and carrier of last resort in portions of Ohio, Kentucky, and Indiana, while Hawaiian Telcom, Inc. ("HTI") serves as the ILEC and consequently, iscarrier of last resort in Hawaii. As the ILEC in these states, these entities are subject to regulation by the Public Utilities Commissions in those states. Various regulatory decisions or initiatives at the federal or state level may from time to time have a negative impact on CBT’s and HTI’s ability to compete in itstheir respective markets.
From time In addition, although less heavily regulated than the Company’s ILEC operations, other subsidiaries are authorized to time, different regulatory agencies conduct audits to ensure that the Company isprovide competitive local exchange service, long distance, and cable television service in compliance with the respective regulations. The Company could bevarious states, and are consequently also subject to finesvarious state and penalties if found to be out of compliance with thesefederal telecommunications and cable regulations and these fines and penaltiesthat could be material to the Company’s financial condition.adversely impact their operations.
There are currently many regulatory actions under way and being contemplated by federal and state authorities regarding issues that could result in significant changes to the business conditions in the telecommunications industry. In addition, in connection with our Internet access offerings, we could become subject to laws and regulations as they are adopted or applied to the Internet. There is currently only limited regulation applicable to these services. As the significanceservices although court decisions and/or legislative action could lead to greater regulation of the Internet continues to grow, federal, state and local governments may pass laws and adopt rules and regulations or apply existing laws and regulations to the Internet (including Internet access services), and related matters are under consideration in both federal and state legislative and regulatory bodies.. We cannot provide any assurances that changes in current or future regulations adopted by the FCC or state regulators, or other legislative, administrative, or judicial initiatives relating to the telecommunications industry, will not have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.
From time to time, different regulatory agencies conduct audits to ensure that the Company is in compliance with the respective regulations. The Company could be subject to fines and penalties if found to be out of compliance with these regulations, and these fines and penalties could be material to the Company’s financial condition.
The inability of the Company to renew its license from the FCC to use the Hawaii Inter-Island Cable System (“HICS Cable”) on economically reasonable terms may negatively impact its ability to provide telecommunication services to the islands of Hawaii.

As a part of providing telecommunication services to the islands of Hawaii, the Company uses the Hawaii Inter-Island Cable System (“HICS Cable”) which is regulated by the FCC.  The Company’s license to use the HICS Cable expires in July 2019.  Although the Company is seeking an extension of its license to access the HICS Cable, it cannot guarantee that either its license will be renewed or that any renewal terms of cost or scope of access will not be materially detrimental to continued use of the HICS Cable by the Company.  If the Company’s license for the HICS Cable is not renewed on terms reasonable to the Company, the Company may not be able to provide its telecommunication services to the islands of Hawaii in a cost-efficient manner, which may have an adverse effect on the Company’s customer relations and revenues.

The Company depends on a number of third-party providers, and the loss of, or problems with, one or more of these providers may impede the Company's growth or cause it to lose customers.

The Company depends on third-party providers to supply products and services. For example, many of the Company's information technology and call center functions are performed by third-party providers, and network equipment is purchased from and maintained by vendors. The loss of, or problems with, one or more of these third-party providers may result in an adverse effect on our ability to provide products and services to our customers and on our results of operations and financial condition.

Form 10-K Part ICincinnati Bell Inc.

A failure of back-office information technology systems could adversely affect the Company’s results of operations and financial condition.

The efficient operation of the Company’s business depends on back-office information technology systems. The Company relies on back-office information technology systems to effectively manage customer billing, business data, communications, supply chain, order entry and fulfillment and other business processes. A failure of the Company’s information technology systems to perform as anticipated could disrupt the Company’s business and result in a failure to collect accounts receivable, transaction errors, processing inefficiencies, and the loss of sales and customers, causing the Company’s reputation and results of operations to suffer. In addition, information technology systems may be vulnerable to damage or interruption from circumstances beyond the Company’s control, including fire, natural disasters, systems failures, security breaches and viruses. Any such damage or interruption could have a material adverse effect on the Company’s business.





15

Form 10-K Part ICincinnati Bell Inc.

If the Company fails to extend or renegotiate its collective bargaining agreements with its labor unionunions when they expire, or if its unionized employees were to engage in a strike or other work stoppage, the Company’s business and operating results could be materially harmed.

The Company is a party to collective bargaining agreements with its labor union,unions in both the Cincinnati and Hawaii operating territories, which represents approximately 30%35% of its employees. No assurance can be given that the Company will be able to successfully extend or renegotiate its collective bargaining agreements in the future. If the Company fails to extend or renegotiate its collective bargaining agreements, if disputes with its union arise, or if its unionized workers engage in a strike or a work stoppage, the Company could experience a significant disruption of operations or incur higher ongoing labor costs, either of which wouldcould have a material adverse effect on the business.

The loss of any of the senior management team or attrition among key sales associates could adversely affect the Company’s business, financial condition, results of operations and cash flows.

The Company’s success will continue to depend to a significant extent, on its senior management team and key sales associates.associates and the Company’s ability to retain such key management personnel and other key employees. Senior management has specific knowledge relating to the Company and the industry that would be difficult to replace. In particular, the success of the Company’s acquisition of Hawaiian Telcom will depend in part on the ability of the Company to retain key management and other key personnel of Hawaiian Telcom after the acquisition and to continue to attract such persons to the Company. The loss of key sales associates could hinder the Company’s ability to continue to benefit from long-standing relationships with customers. The Company cannot provide any assurance that it will be able to retain the current senior management team or key sales associates.associates nor any key management personnel or other key employees from Hawaiian Telcom. The loss of any of these individuals could adversely affect the Company’s business, financial condition, results of operations and cash flows.

The Company may not achieve its intended results from recent acquisitions if the Company is unable to successfully integrate the operations from the acquired companies with the Company.

The Company completed the acquisition of OnX in October 2017 and Hawaiian Telcom in July 2018. The acquisitions were made with the expectation that they would result in various benefits, including, among other things, expanding the Company’s asset base and creating synergies and opportunities for cost savings. Achieving the anticipated benefits of the acquisition is subject to a number of uncertainties, including whether the businesses of the Company, OnX and Hawaiian Telcom can be fully integrated in an efficient and effective manner.

While the Company continues to actively effectuate this integration, it is possible that the integration process could take longer than anticipated and could result in the loss of valuable employees, the disruption of each company’s ongoing businesses, processes and systems or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect the Company’s ability to achieve the anticipated benefits of the acquisitions of OnX and Hawaiian Telcom. The Company’s results of operations could also be adversely affected by any issues attributable to an acquired company’s operations that arose or are based on events or actions that occurred prior to the closing of the acquisition. The integration process is subject to a number of uncertainties, and no assurance can be given that the anticipated benefits will be realized or, if realized, the timing of their realization. Failure to achieve these anticipated benefits could result in increased costs or decreases in the amount of expected revenues and could adversely affect the Company’s future business, financial condition, operating results and prospects.

Form 10-K Part ICincinnati Bell Inc.

The Company may incur expenses related to the integration of acquired operations, including OnX and Hawaiian Telcom, into the Company.

The Company is incurring expenses in connection with the integration of the Company and the operations of acquired companies, in particular OnX and Hawaiian Telcom. There are a number of back-office information technology systems, processes and policies that are being addressed during the integration. While the Company has assumed that a certain level of expenses will be incurred and have been incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. These integration expenses likely will result in the Company taking charges against earnings in the future, and the amount and timing of such charges are uncertain at present.

The future results of the Company will suffer if the Company does not effectively manage its expanded operations following the acquisitions of OnX and Hawaiian Telcom.

The size of the Company has increased significantly as a result of the acquisitions of OnX and Hawaiian Telcom. The Company’s future success depends, in part, upon its ability to manage this expanded business, which could pose substantial challenges for management. There can be no assurances that the Company will be successful or that it will realize the expected operating efficiencies, cost savings, revenue enhancements and other benefits anticipated deriving from these acquisitions.

Risks Related to our Indebtedness

The Company’s debt could limit its ability to fund operations, raise additional capital, and fulfill its obligations, which, in turn, would have a material adverse effect on its businesses and prospects generally.

As of December 31, 2015,2018, the Company and its subsidiaries had outstanding indebtedness of $1,245.6$1,929.8 million, on which it incurred $103.1$131.5 million of interest expense in 2015,2018, and had a total shareowners’ deficit of $298.2$75.0 million. In October 2017, the Company entered into a new Credit Agreement. The Credit Agreement provides for (i) a five year $200 million senior secured revolving credit facility including both a letter of credit subfacility of up to $30 million and a swingline loan subfacility of up to $25 million (the "Revolving Credit Facility") and (ii) a seven-year $600 million senior secured term loan facility (the "Tranche B Term Loan due 2024"). At December 31, 2015,2018, the Company and its subsidiaries had $90.3$9.1 million of borrowing availability under its Receivables Facility and had the ability to borrow up to an additional $175.0$182.0 million under the CorporateRevolving Credit Agreement's revolving credit facility,Facility, subject to compliance with certain conditions. In addition, the Company's ability to incur additional debt from time to time is subject to the restrictions contained in its credit facilities and other debt instruments.

The Company’s debt has important consequences, including the following:
 the Company is required to use a substantial portion of its cash flow from operations to pay principal and interest on its debt, thereby reducing the availability of cash flow to fund working capital, capital expenditures, strategic acquisitions, investments and alliances, and other general corporate requirements;
 there is a variable interest rate on a portion of its debt which couldwill increase if the market interest rates increase;
 the Company’s debt increases its vulnerability to adverse changes in the credit markets, which adverse changes could increase the Company's borrowing costs and limit the availability of financing;
 the Company’s debt service obligations limit its flexibility to plan for, or react to, changes in its business and the industries in which it operates;
 the Company’s level of debt and shareowners’ deficit may restrict it from raising additional financing on satisfactory terms to fund working capital, capital expenditures, strategic acquisitions, investments and alliances, and other general corporate requirements; and
 the Company’s debt instruments contain limitations on the Company and require the Company to comply with specified financial ratios and other restrictive covenants. Failure to comply with these covenants, if not cured or waived, could limit availability to the cash required to fund the Company's operations and general obligations and could result in the Company’s dissolution, bankruptcy, liquidation or reorganization.
In addition, certain of our variable rate debt uses LIBOR as a benchmark for establishing the rate of interest and may be hedged with LIBOR-based interest rate derivatives. LIBOR is the subject of recent regulatory guidance and proposals for reform. These reforms and other pressures may cause LIBOR to be replaced with a new benchmark or to perform differently than in the past. The consequences of these developments cannot be entirely predicted, but could include an increase in the cost of our variable rate indebtedness.
Form 10-K Part ICincinnati Bell Inc.

The Company’s creditors and preferred stockholders have claims that are superior to claims of the holders of the Company's common stock. Accordingly, in the event of the Company’s dissolution, bankruptcy, liquidation, or reorganization, payment is first made on the claims of creditors of the Company and its subsidiaries, then preferred stockholders, and finally, if amounts are available, to holders of the Company's common stock.




16

Form 10-K Part ICincinnati Bell Inc.

The Corporate Credit Agreement, the indenture governing the Company's notes due 2024, the indenture governing the Company's notes due 2025 and other indebtedness impose significant restrictions on the Company.

The Company’s debt instruments impose, and the terms of any future debt may impose, operating and other restrictions on the Company. These restrictions affect, and in many respects limit or prohibit, among other things, the Company’s ability to:
 incur additional indebtedness;
 create liens;
 make investments;
 enter into transactions with affiliates;
 sell assets;
 guarantee indebtedness;
 declare or pay dividends or make other distributions to shareholders;
 repurchase equity interests;
 redeem debt that is junior in right of payment to such indebtedness;
 enter into agreements that restrict dividends or other payments from subsidiaries;
 issue or sell capital stock of certain of its subsidiaries; and
 consolidate, merge, or transfer all or substantially all of its assets and the assets of its subsidiaries on a consolidated basis.basis; and
change its fiscal year
In addition, the Company’s Corporate Credit Agreement and debt instruments include restrictive covenants that may materially limit the Company’s ability to prepay debt and redeem preferred stock. The agreements governing the Corporate Credit Agreement also require the Company to achieve and maintain compliance with specified financial ratios.

The restrictions contained in the terms of the Corporate Credit Agreement and its other debt instruments could:
 limit the Company’s ability to plan for or react to market conditions or meet capital needs or otherwise restrict the Company’s activities or business plans; and
 adversely affect the Company’s ability to finance its operations, strategic acquisitions, investments or alliances, or other capital needs, or to engage in other business activities that would be in its interest.
A breach of any of the debt's restrictive covenants or the Company’s inability to comply with the required financial ratios would result in a default under some or all of the debt agreements. During the occurrence and continuance of a default, lenders may elect to declare all outstanding borrowings, together with accrued interest and other fees, to be immediately due and payable. Additionally, under the Corporate Credit Agreement, the lenders may elect not to provide loans under the Revolving Credit Facility until such default is cured or waived. The Company’s debt instruments also contain cross-acceleration provisions, which generally cause each instrument to be subject to early repayment of outstanding principal and related interest upon a qualifying acceleration of any other debt instrument. Failure to comply with these covenants, if not cured or waived, would limit the cash available to the Company required to fund operations and its general obligations and could result in the Company’s dissolution, bankruptcy, liquidation or reorganization.
The Company depends on its CorporateRevolving Credit AgreementFacility and Receivables Facility to provide for its short-term financing requirements in excess of amounts generated by operations, and the availability of those funds may be reduced or limited.

The Company depends on the revolving credit facilities under its CorporateRevolving Credit AgreementFacility and its Receivables Facility to provide for short-term financing requirements in excess of amounts generated by operations. The CorporateRevolving Credit Agreement's revolving credit facilityFacility has a maturity date of July 15, 2017.October 2022. The Receivables Facility has a termination date of May 30, 2018,2021, and is subject to renewal every 364 days, with the next renewal occurring onin May 30, 2016.2019.
As of December 31, 2015, the Company had no outstanding borrowings under the Corporate Credit Agreement's revolving credit facility, leaving $175.0 million in additional borrowing availability under this facility. The $175.0 million available under the Corporate Credit Agreement's revolving credit facility is funded by various financial institutions. If one or more of these banks is not able to fulfill its funding obligations, the Company’s financial condition would be adversely affected.





17

Form 10-K Part ICincinnati Bell Inc.

Effective with our sale of 16.0 million partnership units to CyrusOne, Inc. on June 25, 2014 for $355.9 million, the amount available under the Corporate Credit Agreement's revolving credit facility was reduced to $150.0 million from its original capacity of $200.0 million. The Company entered into an Incremental Assumption Agreement to the Company's existing Corporate Credit Agreement on April 6, 2015, and effective with our sale of 14.3 million CyrusOne LP operating partnership units on April 7, 2015 for $426.0 million, the aggregate available borrowings on the Corporate Credit Agreement's revolving credit facility increased to $175.0 million for the remainder of the term.

In addition, the Company's ability to borrow under its CorporateRevolving Credit AgreementFacility is subject to the Company's compliance with covenants, including covenants requiring compliance with specified financial ratios. Failure to satisfy these covenants would constrain or prohibit its ability to borrow under these facilities.
Form 10-K Part ICincinnati Bell Inc.


As of December 31, 2015,2018, the Company had $17.6$18.0 million of outstanding borrowings and $6.3under the Revolving Credit Facility, leaving $182.0 million in additional borrowing availability under this facility. The $200.0 million available under the Revolving Credit Facility is funded by various financial institutions. If one or more of lettersthese banks is not able to fulfill its funding obligations, the Company’s financial condition could be adversely affected.

As of credit that were outstanding underDecember 31, 2018, the Company had a total borrowing capacity of $193.7 million on a maximum borrowing capacity of $225.0 million on its Receivables Facility. At that date, the Company had a borrowing capacity under this Receivables Facilitythere were $176.6 million of $114.2outstanding borrowings and $8.0 million and a maximum borrowing limit of $120.0 million.outstanding letters of credit. The available borrowing capacity is calculated monthly based on the amount, and quality, of outstanding accounts receivable, and thus may be lower than the maximum borrowing limit. If the quality of the Company’s accounts receivables deteriorates, this will negatively impact the available capacity under this facility. As of December 31, 2015,2018, the Company had $90.3$9.1 million of borrowing capacity remaining under its Receivables Facility.

The servicing of the Company’s indebtedness is dependent on its ability to generate cash, which could be impacted by many factors beyond its control.

The Company’s ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory, and other factors, many of which are beyond its control. The Company cannot provide assurance that its business will generate sufficient cash flow from operations, that additional sources of debt financing will be available, or that future borrowings will be available under its CorporateRevolving Credit AgreementFacility Credit or Receivables Facility, in each case, in amounts sufficient to enable the Company to service its indebtedness or to fund other liquidity needs. If the Company cannot service its indebtedness, it will have to take actions such as reducing or delaying capital expenditures, strategic acquisitions, investments and alliances, or selling assets, including its investment in CyrusOne, restructuring or refinancing indebtedness, or seeking additional equity capital, which may adversely affect its shareholders, debt holders and customers. The Company may not be able to negotiate remedies on commercially reasonable terms, or at all. In addition, the terms of existing or future debt instruments may restrict the Company from adopting any of these alternatives. The Company’s inability to generate the necessary cash flows could result in its dissolution, bankruptcy, liquidation or reorganization.

The Company depends on the receipt of dividends or other intercompany transfers from its subsidiaries and investments.

Virtually all of the Company's operations are conducted through its subsidiaries and most of the Company's debt is held at the parent company. Certain of the Company's material subsidiaries are subject to regulatory authority which may potentially limit the ability of such subsidiaries to distribute funds or assets. If any of the Company's subsidiaries were to be prohibited from paying dividends or making distributions, the Company may not be able to make the scheduled interest and principal repayments on its debt. This failure would have a material adverse effect on the Company's liquidity and the trading price of the Company's common stock, preferred stock, and debt instruments, which could result in its dissolution, bankruptcy, liquidation or reorganization.

Other Risk Factors
The Company has a significant investment in CyrusOne.
As of December 31, 2015, we own 9.5% of CyrusOne, which is held in the form of 6.9 million CyrusOne common shares. The value of our investment is subject to CyrusOne executing on their strategic plan and other factors beyond CyrusOne's control, such as volatility in equity markets and fluctuations in the valuation of companies perceived by investors to be comparable to CyrusOne, all of which could cause significant changes in the market price of CyrusOne's common stock. The fair value of our investment in CyrusOne may decline which may adversely affect the realization of our investment. As a result, we may be unable to monetize any or all of our investment in CyrusOne, which would therefore not allow us to repay debt and achieve a leverage ratio comparable to our peers, thereby limiting our opportunity to significantly increase cash flow. Our inability to liquidate our investment in CyrusOne could ultimately limit the cash to fund operations and our general obligations and could result in the Company's dissolution, bankruptcy, liquidation or reorganization.



18

Form 10-K Part ICincinnati Bell Inc.

The trading price of the Company's common stock may be volatile, and the value of an investment in the Company's common stock may decline.

The market price of the Company's common stock has been volatile and could be subject to wide fluctuations in response to, among other things, the risk factors described in this report and other factors beyond the Company's control, such as volatility in equity markets and fluctuations in the valuation of companies perceived by investors to be comparable to the Company.
Equity markets have experienced price and volume fluctuations that have affected the Company's stock price and the market prices of equity securities of many other companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions, may negatively affect the market price of the Company's stock.

Companies that have experienced volatility in the market price of common shares have periodically been subject to securities class action litigation. The Company may be the target of this type of litigation in the future. Securities litigation could result in substantial costs and/or damages and divert management's attention from other business concerns.

Form 10-K Part ICincinnati Bell Inc.

The uncertain economic environment, including uncertainty in the U.S. and world securities markets, could impact the Company's business and financial condition.

The uncertain economic environment could have an adverse effect on the Company's business and financial liquidity. The Company's primary source of cash is customer collections. If economic conditions were to worsen, some customers may cancel services or have difficulty paying.paying their accounts receivable. These conditions would result in lower revenues and increases in the allowance for doubtful accounts, which would negatively affect the results of operations. Furthermore, the sales cycle would be further lengthened if business customers slow spending or delay decision-making on the Company's products and services, which would adversely affect revenues. If competitors lower prices as a result of economic conditions, the Company would also experience pricing pressure. If the economies of the U.S. and the world deteriorate, this could have a material adverse effect on the Company's business, financial condition, results of operations and cash flows.

The Company’s future cash flows wouldcould be adversely affected if it is unable to fully realize its deferred tax assets.

As of December 31, 2015,2018, the Company had net deferred income taxestax assets of $182.9$244.2 million, which are primarily composed of deferred tax assets associated with U.S. federal net operating loss carryforwards of $90.5$124.4 million, state and state, local net operating loss carryforwards of $58.3 million, and foreign net operating loss carryforwards of $51.5$1.3 million. The Company has recorded a valuation allowancesallowance against deferred tax assets related to certain state, local and foreign net operating losses and other deferred tax assets due to the uncertainty of the Company’s ability to utilize the assets within the statutory expiration period. In addition the Company has recorded a valuation allowance against the portion of interest expense that is not currently deductible for domestic federal income tax due to the The Tax Cuts and Jobs Act of 2017 (the "Tax Act") effective December 31, 2017. The use of the Company’s deferred tax assets enables it to satisfy current and future tax liabilities without the use of the Company’s cash resources. If the Company is unable for any reason to generate sufficient taxable income to fully realize its deferred tax assets, or if the use of its net operating loss carryforwards is limited by Internal Revenue Code Section 382 or similar state statute,statutes, the Company’s net income, shareowners’ deficit and future cash flows would be adversely affected.

Changesintax laws and regulations, and actions by federal, state and local taxing authorities related to the interpretation and application of such tax laws and regulations, could have a negative impact on the Company's financial results and cash flows.

The Company calculates, collects and remits various federal, state, and local taxes, surcharges, and regulatory fees to numerous federal, state and local governmental authorities, including but not limited to federal Universal Service Fund contributions, sales tax, regulatory fees and use tax on purchases of goods and services used in our business. Tax laws are subject to change, and new interpretations of how various statutes and regulations should be adhered to are frequently issued. In many cases, the application of tax laws are uncertain and subject to differing interpretations, especially when evaluated against new technologies and telecommunications services, such as broadband internet access and cloud services. In the event that we have incorrectly calculated, assessed, or remitted amounts due to governmental authorities, or if revenue and taxing authorities disagree with positions we have taken, we could be subject to additional taxes, fines, penalties, or other adverse actions. In the event that federal, state, or local municipalities were to significantly increase taxes on goods and services used to construct and maintain our network, operations, or provision of services, or seek to impose new taxes, there could be a material adverse impact on financial results.

The Company's interpretation of the Tax Cuts and Jobs Act of 2017 could change, and have an adverse impact on financial results.

The Tax Act signed into law on December 22, 2017 has resulted in significant changes to the U.S. Corporate income tax system. These changes include a federal statutory rate reduction from 35% to 21%, limitations on the deductibility of interest expense and executive compensation, and elimination of the corporate alternative minimum tax. The final impact of the Tax Act may differ from what the Company has currently recorded, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative action taken to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to amounts recorded to calculate the transition impacts.

Form 10-K Part ICincinnati Bell Inc.

Adverse changes in the value of assets or obligations associated with the Company’s employee benefit plans could negatively impact shareowners’ deficit and liquidity.

The Company sponsors three noncontributory defined benefit pension plans: oneplans for eligible management employees, one for non-management employees and one supplemental, nonqualified, unfunded plan for certain former executives. The Company also provides healthcare and group life insurance benefits for eligible retirees. The Company’s Consolidated Balance Sheets indirectly reflect the value of all plan assets and benefit obligations under these plans. The accounting for employee benefit plans is complex, as is the process of calculating the benefit obligations under the plans. Adverse changes in interest rates or market conditions, among other assumptions and factors, could cause a significant increase in the Company’s benefit obligations or a significant decrease of the asset values, without necessarily impacting the Company’s net income. In addition, the Company’s benefit obligations could increase significantly if it needs to unfavorably revise the assumptions used to calculate the obligations. These adverse changes could have a further significant negative impact on the Company’s shareowners’ deficit. In addition, with respect to the Company’s pension plans, the Company expects to make approximately $22 million of estimated aggregate cash contributions to its qualified pension plans for the years 2016 to 2019. Additionally, the Company’s postretirement costs are adversely affected by increases in medical and prescription drug costs. Further, if there are adverse changes to plan assets or if medical and prescription drug costs increase significantly, the Company could be required to contribute additional material amounts of cash to the plans, or couldto accelerate the timing of required payments.




19

Form 10-K Part ICincinnati Bell Inc.

Third parties may claim that the Company is infringing upon their intellectual property, and the Company could suffer significant litigation or licensing expenses or be prevented from selling products.

The Company may be unaware of intellectual property rights of others that may cover some of its technology, products or services. Any litigation growing out of third-party patents or other intellectual property claims could be costly and time-consuming and would divert the Company’s management and key personnel from its business operations. The complexity of the technology involved and the uncertainty of intellectual property litigation increaseincreases these risks. Resolution of claims of intellectual property infringement might also require the Company to enter into costly license agreements. Likewise, the Company may not be able to obtain license agreements on acceptable terms. The Company also may be subject to significant damages or injunctions against the development and sale of certain of its products or services. Further, the Company often relies on licenses of third-party intellectual property for its businesses. The Company cannot ensure these licenses will be available in the future on favorable terms or at all.

Third parties may infringe upon the Company’s intellectual property, and the Company may expend significant resources enforcing its rights or suffer competitive injury.

The Company’s success significantly depends in significant part on the competitive advantage it gains from its proprietary technology and other valuable intellectual property assets. The Company relies on a combination of patents, copyrights, trademarks and trade secrets protections, confidentiality provisions and licensing arrangements to establish and protect its intellectual property rights. If the Company fails to successfully enforce its intellectual property rights, its competitive position could suffer, which could harm its operating results.

The Company may also be required to spend significant resources to monitor and police its intellectual property rights. The Company may not be able to detect third-party infringements and its competitive position may be harmed before the Company does so. In addition, competitors may design around the Company’s technology or develop competing technologies. Furthermore, some intellectual property rights are licensed to other companies, allowing them to compete with the Company using that intellectual property.
We
The Company could be subject to a significant amount of litigation, which could require usthe Company to pay significant damages or settlements.
Our business
The industry that the Company operates in faces a substantial amountrisk of litigation, including, from time to time, patent infringement lawsuits, antitrust class actions, securities class actions, wage and hour class actions, personal injury claims and lawsuits relating to our advertising, sales, billing and collection processes. We may incur significant expenses in defending these lawsuits. In addition, we may be required to pay significant awards and settlements.

Form 10-K Part ICincinnati Bell Inc.

The Company could incur significant costs resulting from complying with, or potential violations of, environmental, health and human safety laws.

The Company’s operations are subject to laws and regulations relating to the protection of the environment, health, and human safety, including those governing the management and disposal of, and exposure to, hazardous materials and the cleanup of contamination, and the emission of radio frequencies. While the Company believes its operations are in substantial compliance with environmental, health, and human safety laws and regulations, as an owner or operator of property, and in connection with the current and historical use of hazardous materials and other operations at its sites, the Company could incur significant costs resulting from complying with or violations of such laws, the imposition of cleanup obligations and third-party suits. For instance, a number of the Company’s sites formerly contained underground storage tanks for the storage of used oil and fuel for back-up generators and vehicles.

20

Form 10-K Part ICincinnati Bell Inc.

Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
As of December 31, 2015, we2018, the Company owned or maintained properties in Ohio, Kentuckythroughout the U.S. and Indiana. Principal office locations areCanada. Our headquarters is located in Cincinnati, Ohio.Ohio where we lease approximately 240,000 square feet for executive, administrative and business offices for the Company. In addition to the space in Cincinnati, we own a building with approximately 465,000 square feet of office space in Honolulu, Hawaii for the Hawaiian Telcom operations. We lease office space in multiple locations in Canada for operations to support our Canadian operations.
Our properties include copper and fiber plantswarehouses and associated equipment in each of our local operating market.markets. Each of the Company’s subsidiaries maintains some investment in furniture and office equipment, computer equipment and associated operating system software, application system software, leasehold improvements and other assets.
With regard to its localCincinnati Entertainment and Communications operations, the Company owns substantially all of the central office switching stations and the land upon which they are situated. Some business and administrative offices are located in leased facilities, all of which are recorded as operating leases. The Company’s out-of-territory network assets include a fiber network plant,warehouse, internet protocol and circuit switches and integrated access terminal equipment. In addition, as of year-end, we lease eightnine Company-run retail locations. Those locations were historically
With regard to its Hawaii Entertainment and Communications operations, the Company has properties consisting of both owned and leased properties, including our administrative facilities and facilities for call centers, customer service sites for the television business, switching equipment, fiber optic networks, cable head‑end equipment, coaxial distribution networks, routers and servers used byin our telecommunications business. Leased properties are recorded as operating leases.
With regard to the discontinued wirelessIT Services and Hardware operations, but were converted to sell our Fioptics suitethe majority of products.business and administrative offices are located in leased facilities, which are recorded as either capital or operating leases depending on respective terms.
For additional information about the Company’s properties, see Note 6 to the consolidated financial statements.

Item 3. Legal Proceedings
We areThe Company is subject to various lawsuits, actions, proceedings, claims and other matters asserted under laws and regulations in the normal course of business. We believe that the liabilities accrued for legal contingencies in our consolidated financial statements, as prescribed by generally accepted accounting principles ("GAAP"), are adequate in light of thethose contingencies that are probable and estimable contingencies.able to be estimated. However, there can be no assurances that the actual amounts required to satisfy alleged liabilities from various legal proceedings, claims, tax examinations, and other matters, and to comply with applicable laws and regulations, will not exceed the amounts reflected in our consolidated financial statements. As such, costs, if any, that may be incurred in excess of those amounts provided as of December 31, 2015,2018, cannot be reasonably determined.
Based on information currently available, consultation with counsel, available insurance coverage and established reserves, management believes the eventual outcome of all outstanding claims will not, individually or in the aggregate, have a material effect on the Company's financial position, results of operations or cash flows.

Item 4. Mine Safety Disclosures
Not applicable.

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Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(a) Market Information
The Company’s common shares (symbol: CBB) are listed on the New York Stock Exchange. The highCompany filed an amendment to its Amended and low closing sale prices during each quarter for Restated Articles of Incorporation to affect a one-for-five reverse split of its issued common stock ("the last two fiscal years are listed below:Reverse Split") effective 11:59 p.m. October 4, 2016.
  First Second Third Fourth
  Quarter Quarter Quarter Quarter
2015High$3.68
 $4.09
 $3.97
 $3.97
 Low$2.93
 $3.34
 $3.08
 $3.14
2014High$3.75
 $3.95
 $4.10
 $3.71
 Low$3.25
 $3.19
 $3.35
 $2.97
(b) Holders
As of January 31, 2016,2019, the Company had 8,9084,971 holders of record of the 210,018,61150,337,778 common shares outstanding and 155,250 shares outstanding of the 6 3/4% Cumulative Convertible Preferred Stock.
(c) Dividends
In 2015both 2018 and 2014,2017, the Company paid $10.4 million of dividends on its 6 3/4% Cumulative Convertible Preferred Stock. In 20152018 and 2014,2017, the Company did not pay any dividends on its common stock and does not intend to pay any common stock dividends in 2016.2019.
(d) Securities Authorized For Issuance Under Equity Compensation Plans
The following table provides information as of December 31, 2015 regarding securities of the Company to be issued and remaining available for issuance under the equity compensation plans of the Company:
Plan CategoryNumber of securities to be issued upon exercise of outstanding stock options, awards, warrants and rights Weighted-average exercise price of outstanding stock options, awards, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
 (a) (b) (c)
Equity compensation plans approved by security holders7,720,718
(1)$3.62
 5,647,918
Equity compensation plans not approved by security holders166,721
(2)
 136,196
Total7,887,439
 $3.62
 5,784,114
(1)Includes 3,879,678 outstanding stock options and stock appreciation rights not yet exercised, 234,308 shares of time-based restricted stock, and 3,606,732 shares of performance-based awards, restrictions on which have not expired as of December 31, 2015. Awards were granted under various incentive plans approved by Cincinnati Bell Inc. shareholders. The number of performance-based awards assumes the maximum awards that can be earned if the performance conditions are achieved.
(2)The shares to be issued relate to deferred compensation in the form of previously received special awards and annual awards to non-employee directors pursuant to the “Deferred Compensation Plan for Outside Directors.” From 1997 through 2011, the directors received an annual award of phantom stock equivalent to a number of common shares. In 2015 and 2014, no such awards were granted. As a result of a plan amendment effective as of January 1, 2005, upon termination of Board service, non-employee directors are required to take distribution of all annual phantom stock awards in cash. Therefore, the number of actual shares of common stock to be issued pursuant to the plan as of December 31, 2015 is approximately 11,500. This plan also provides that no awards are payable until such non-

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Form 10-K Part IICincinnati Bell Inc.

employee director completes at least five years of active service as a non-employee director, except if he or she dies while serving as a member of the Board of Directors.
(e) Stock Performance
The following graph below matchescompares Cincinnati Bell Inc.'s cumulative five-Yearfive-year total shareholder return on common stock with the cumulative total returns of the S&P 500 index and the S&P Integrated Telecommunication Services index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 20102013 to December 31, 2015.2018.
cumulativereturntable2018.jpg
Dec-10Dec-11Dec-12Dec-13Dec-14Dec-15Dec-13Dec-14Dec-15Dec-16Dec-17Dec-18
Cincinnati Bell Inc.$100$108$196$127$114$129$100$90$101$126$117$44
S&P 500$100$102$118$157$178$181$100$114$115$129$157$150
S&P Integrated Telecommunication Services$100$108$124$138$141$145$100$102$105$131$130$121

Copyright © 20162019 Standard & Poor's, a division of The McGraw-Hill Companies Inc.S&P Global. All rights reserved. (www.researchdatagroup.com/S&P.htm)

(f)
Table of Contents
Form 10-K Part IICincinnati Bell Inc.


(e) Issuer Purchases of Equity Securities
The following table provides information regarding the Company’s purchases of its common stock during the quarter ended December 31, 2015:2018:
Period Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs * Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs (in millions)* Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs * Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs (in millions)*
October 1, 2015 - December 31, 2015 
 $
 
 $129.2
10/1/2018 - 12/31/2018 
 $
 
 $124.4
*In February 2010, the Board of Directors approved an additional plan for the repurchase of the Company’s outstanding common stock in an amount up to $150.0 million. The Company may repurchase shares when management believes the share price offers an attractive value and to the extent its available cash is not needed for growth opportunities. This repurchase plan does not have a stated maturity.

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Form 10-K Part II Cincinnati Bell Inc.

Item 6. Selected Financial Data
As further discussed in Note 3 to our consolidated financial statements, weWe ceased operations of our wireless business as of March 2015. As a result, wireless financial results during 2015 and 2014 are now presented as discontinued operations. Therefore, we

All shares of common stock and per share information presented in the following table have recastbeen adjusted to reflect the information below, except as noted,Reverse Split on a retroactive basis for all periods presented.

Accounting Standard Update ("ASU") 2015-03 Simplifying the Presentation of Debt Issuance Costs was adopted effective January 1, 2016. As a result, certain note issuance costs were reclassed from "Other noncurrent assets" to "Long-term debt, less current portion." All periods presented in the following table have been recast to present the impact of ASU 2015-03.

ASU 2016-09 Compensation - Stock Compensation was adopted effective January 1, 2017. As a result, cash flows related to excess tax benefits were reclassed from "Cash flows from operating activities" to "Cash flows from financing activities." All periods presented in the following table have been recast to present the impact of ASU 2016-09.

ASU 2014-09 Revenue from Contracts with Customers, was adopted effective January 1, 2018. As a result, there was a change to the treatment of hardware revenue in the Infrastructure Solutions category from recording hardware revenue as a principal (gross) to recording revenue as an agent (net), and as such recorded hardware sales net of the related cost of products. Additionally, contract assets related to fulfillment costs and costs of acquisition were recorded to "Other noncurrent assets." The periods ending in 2018, 2017 and 2016 have been recast to present the impact of ASU 2014-09, respectively. Financial data for the periods ending in 2015 and 2014, have not been adjusted to reflect the adoption of ASU 2014-09. See Note 3 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information regarding our adoption of Accounting Standards Codification ("ASC") 606.
ASU 2017-07 Improving the Presentation of Net Period Pension Cost and Net Periodic Postretirement Benefit Cost, was adopted effective January 1, 2018. As a result, expenses related to other components of net benefit cost were reclassed from, "Cost of Services," "Selling, general and administrative" and "Other operating costs and losses" to a new line below Operating income, "Other components of pension and postretirement benefit plans expense." All periods presented in the following table have been recast to present the impact of ASU 2017-07.
Table of Contents
Form 10-K Part IICincinnati Bell Inc.

The selected financial data should be read in conjunction with the consolidated financial statements and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in this document.
(dollars in millions, except per share amounts) 2015 2014 2013 (a) 2012 (a) 2011 (a) 2018 (f) 2017 (g) 2016 2015 2014
Operating Data                    
Revenue $1,167.8
 $1,161.5
 $1,073.4
 $1,251.5
 $1,204.4
 $1,378.2
 $1,065.7
 $1,017.6
 $1,167.8
 $1,161.5
Cost of services and products, selling, general and administrative, depreciation, and amortization expense 1,031.3
 979.5
 877.6
 1,018.0
 944.1
Cost of services and products, selling, general and administrative, depreciation and amortization expense 1,264.1
 959.1
 905.8
 1,023.4
 976.4
Other operating costs and losses (b)(a) 8.5
 5.1
 56.0
 20.3
 11.6
 30.8
 51.2
 13.0
 8.2
 5.1
Operating income 128.0
 176.9
 139.8
 213.2
 248.7
 83.3
 55.4
 98.8
 136.2
 180.0
Interest expense 103.1
 145.9
 176.0
 211.2
 205.4
 131.5
 85.2
 75.7
 103.1
 145.9
Loss on extinguishment of debt 20.9
 19.6
 29.6
 13.6
 
Loss on extinguishment of debt, net 1.3
 3.2
 19.0
 20.9
 19.6
Loss from CyrusOne investment (c)(b) 5.1
 7.0
 10.7
 
 
 
 
 
 5.1
 7.0
Gain on sale of CyrusOne investment (d) (449.2) (192.8) 
 
 
 
 (117.7) (157.0) (449.2) (192.8)
Income (loss) from continuing operations 290.8
 117.7
 (64.9) (18.8) 17.9
(Loss) income from continuing operations (60.4) 66.7
 164.4
 290.8
 117.7
Income (loss) from discontinued operations, net of tax 62.9
 (42.1) 10.2
 30.0
 0.7
 
 
 0.3
 62.9
 (42.1)
Net income (loss) $353.7
 $75.6
 $(54.7) $11.2
 $18.6
Basic earnings (loss) per common share from continuing operations

 $1.34
 $0.51
 $(0.37) $(0.15) $0.04
Net (loss) income (69.8) 40.0
 103.0
 353.7
 75.6
Basic (loss) earnings per common share from continuing operations $(1.73) $0.70
 $2.19
 $6.69
 $2.57
Basic earnings (loss) per common share from discontinued operations

 $0.30
 $(0.20) $0.05
 $0.15
 $
 $
 $
 $0.01
 $1.50
 $(1.01)
Basic earnings (loss) per common share

 $1.64
 $0.31
 $(0.32) $
 $0.04
Diluted earnings (loss) per common share from continuing operations
 $1.33
 $0.51
 $(0.37) $(0.15) $0.04
Basic (loss) earnings per common share

 $(1.73) $0.70
 $2.20
 $8.19
 $1.56
Diluted (loss) earnings per common share from continuing operations
 $(1.73) $0.70
 $2.19
 $6.68
 $2.56
Diluted earnings (loss) per common share from discontinued operations

 $0.30
 $(0.20) $0.05
 $0.15
 $
 $
 $
 $0.01
 $1.49
 $(1.00)
Diluted earnings (loss) per common share $1.63
 $0.31
 $(0.32) $
 $0.04
Diluted (loss) earnings per common share $(1.73) $0.70
 $2.20
 $8.17
 $1.56
Dividends declared per common share $
 $
 $
 $
 $
 $
 $
 $
 $
 $
Weighted-average common shares outstanding                    
Basic 209.6
 208.5
 205.9
 197.0
 196.8
 46.3
 42.2
 42.0
 41.9
 41.7
Diluted 210.2
 209.6
 205.9
 197.0
 200.0
 46.3
 42.4
 42.1
 42.0
 41.9
                    
Financial Position                    
Property, plant and equipment, net $975.5
 $815.4
 $756.8
 $1,415.4
 $1,211.2
 $1,844.0
 $1,129.0
 $1,085.5
 $975.5
 $815.4
Total assets (e)(c) 1,454.4
 1,820.7
 2,108.4
 2,873.8
 2,716.1
 2,730.2
 2,187.6
 1,561.3
 1,446.4
 1,807.0
Total long-term obligations (f)(d) 1,493.4
 2,058.4
 2,529.7
 3,215.2
 3,073.5
 2,263.5
 1,948.2
 1,429.8
 1,485.4
 2,044.7
                    
Other Data                    
Cash flow provided by operating activities $110.9
 $175.2
 $78.8
 $212.7
 $289.9
 $214.7
 $203.4
 $173.1
 $111.0
 $175.3
Cash flow provided by (used in) investing activities (g) 383.2
 392.6
 (185.4) (371.8) (244.7)
Cash flow (used in) provided by investing activities (437.4) (236.8) (95.5) 383.2
 392.6
Cash flow (used in) provided by financing activities (h) (544.6) (514.5) 87.6
 109.0
 (48.8) (158.1) 420.2
 (75.3) (544.7) (514.6)
Capital expenditures (i)(e) (283.6) (182.3) (196.9) (367.2) (255.5) (220.6) (210.5) (286.4) (283.6) (182.3)

24

(a)Other operating costs and losses consist of restructuring and severance related charges (reversals), loss (gain) on disposal of assets - net, impairment of assets and transaction and integration costs.

Table of Contents
Form 10-K Part IICincinnati Bell Inc.

(b)Losses represent our equity method share of CyrusOne's losses from the date of the IPO through December 31, 2015. Effective January 1, 2016, our ownership in CyrusOne was no longer accounted for using the equity method.
(c)Total assets include current and noncurrent assets from discontinued operations.
(d)Total long-term obligations are comprised of long-term debt, less current portion, deferred income tax liabilities, pension and postretirement benefit obligations, pole license agreement obligations, other noncurrent liabilities and noncurrent liabilities from discontinued operations. See Notes 1, 8, 9 and 11 to the consolidated financial statements for discussions related to 2018 and 2017.
(e)Capital expenditures include capital expenditures from discontinued operations.
(f)Operating data includes Hawaiian Telcom results beginning with the date of acquisition in July 2018.
(g)Operating data includes OnX results beginning with the date of acquisition in October 2017.
Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

(a)Results for 2012 and 2011 include the revenues and expenses of CyrusOne Inc. ("CyrusOne"), our former data center business. During 2013, CyrusOne results are included for the period January 1, 2013 through January 23, 2013. Effective January 24, 2013, the date of the CyrusOne IPO, we no longer include CyrusOne's operating results in our consolidated financial statements. See Notes 1 and 4 to the consolidated financial statements.
(b)Other operating costs and losses consist of restructuring charges (reversals), transaction-related compensation, curtailment loss (gain), loss(gain) on disposal of assets - net, impairment of assets and transaction costs.
(c)Losses represent our equity method share of CyrusOne's losses. Effective December 31, 2015, our ownership in CyrusOne is now accounted for using the cost method.
(d)In 2015, we recorded a gain resulting from the sale of 20.3 million partnership units of CyrusOne LP to CyrusOne, Inc. and the sale of 1.4 million shares of CyrusOne's common stock. In 2014, we recorded a gain resulting from the sale of 16.0 million partnership units of CyrusOne LP to CyrusOne, Inc.
(e)Total assets include current and noncurrent assets from discontinued operations.
(f)Total long-term obligations comprise long-term debt less current portion, pension and postretirement benefit obligations, other noncurrent liabilities and noncurrent liabilities from discontinued operations. See Notes 3, 8, 9, and 12 to the consolidated financial statements for discussions related to 2015 and 2014.
(g)In 2015, cash from investing activities included $643.9 million of proceeds from the sale of 20.3 million partnership units of CyrusOne LP to CyrusOne Inc. and the sale of 1.4 million shares of CyrusOne's common stock. In 2014, cash from investing activities included $355.9 million of proceeds from the sale of 16.0 million partnership units of CyrusOne LP to CyrusOne Inc. and $194.4 million of proceeds from the sale of wireless spectrum licenses.
(h)
Cash used in financing activities for 2015 includes the repayment of $300.0 million 8 3/4% Senior Subordinated Notes due 2018, $182.7 million of 8 3/8% Senior Notes due 2020, $13.7 million of 7 1/4% Notes due 2023 and $5.8 million of CBT Notes. Cash used in financing activities for 2014 includes the repayment of $325.0 million 8 3/4% Senior Subordinated Notes due 2018 and repayment of $22.7 million 8 3/8% Senior Notes due 2020.
(i)Capital expenditures include capital expenditures from discontinued operations.

25

Form 10-K Part IICincinnati Bell Inc.

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Annual Report on Form 10-K and the documents incorporated by reference herein contain forward-looking statements regarding future events and results that are subject to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, are statements that could be deemed forward-looking statements. See "Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement,"Statement" for further information on forward-looking statements.
Form 10-K Part IICincinnati Bell Inc.

Executive Summary
Segment results described in the Executive Summary and Consolidated Results of Operations section are net of intercompany and intersegment eliminations.

On July 2, 2018, the Company acquired Hawaiian Telcom Holdco, Inc. ("Hawaiian Telcom"). The Unified Communications as a Service ("UCaaS"), hardware, and enterprise long distance products and services provided by the Hawaiian Telcom business are included within the IT Services and Hardware Segment. The Entertainment and Communications segment includes products delivered by Hawaiian Telcom such as high-speed internet access, digital subscriber lines, ethernet, dedicated internet access, IRU, video, voice lines, consumer long distance and digital trunking.
Consolidated revenue totaling $1,167.8totaled $1,378.2 million for the year ended December 31, 2015 increased2018 an increase of $312.5 million compared to the prior yearsame period in 2017, primarily due to the acquisitions completed in 2018 and 2017. The acquisition of Hawaiian Telcom contributed $175.0 million of revenue in 2018. The acquisition of OnX Holdings LLC ("OnX") completed in the fourth quarter of 2017 contributed $199.0 million of revenue in 2018, an increase of approximately $146.0 million as strategiccompared to 2017. In addition to revenue growth more thanfrom these acquisitions, the increase in revenue due to the demand for our fiber offerings was offset the impact of no longer providing backhaul service to our discontinued wireless operations and declines from legacy and integration products. Revenue from our strategic products totaled $536.6by a decline in Legacy revenue. Fioptics revenue in Cincinnati increased $31.3 million in 2015, up 21%for 2018 compared to 2014. the same period in 2017. Legacy revenue in Cincinnati decreased $41.4 million for 2018, compared to the same period in 2017.
The increases in Cost of services and products, Selling, general and administrative, and Depreciation and amortization expenses are primarily related to the acquisitions of OnX and Hawaiian Telcom.
Operating income in 20152018 was $128.0$83.3 million, downup $27.9 million from the prior year primarily due to a reduction in large partrestructuring and severance related charges of $24.4 million as compared to increased costs associated with accelerating the construction of our fiber network and costs absorbed as a result of winding down wireless operations.2017.
Income from continuing operationsLoss before income taxes totaled $290.8$60.4 million for the year ended December 31, 2015,2018, down $127.1 million from 2017. The loss before income taxes is primarily due to increased interest expense of $46.3 million due to additional debt acquired to fund the $449.2 million gain on the saleacquisitions of a portion of our CyrusOne investment. Income from discontinued operations, net of tax, for the year ended December 31, 2015 was $62.9 million. As of March 31, 2015, there were no subscribers remaining on the wireless network,OnX in October 2017 and we no longer required the use of the wireless spectrum being leased. Therefore, the $112.6 million gain on the sale of the wireless spectrum licenses, which had been previously deferred, was recognizedHawaiian Telcom in our financial results during the first quarter of 2015.July 2018. In addition, the Company recognized a Gain on April 1, 2015, we transferred certain other assets related to our wireless business to the purchaser, including leases to certain wireless towers and related equipment and other assets, which resulted in a gainSale of $15.9CyrusOne investment of $117.7 million in the second quarter of 2015.
The Company sold a combined 21.7 million CyrusOne partnership units and common shares for cash totaling $643.9 million during 2015. The cash generated from these transactions was primarily used to manage our debt. In total, during 2015, we repaid $531.7 million of debt, reducing interest payments by approximately $42 million annually. As a result, our consolidated debt leverage as defined by our Corporate Credit Agreement was 4.3x as of December 31, 2015. If our leverage was further adjusted for our remaining 9.5% ownership in CyrusOne, which was valued at $257.9 million, as of December 31, 2015, our leverage would be 3.4x.
See “Management's Discussion and Analysis of Financial Condition and Results of Operations” in the Company's Annual Report on Form 10-K for further details on the Company's 2015 financial results.2017.








26

Form 10-K Part II Cincinnati Bell Inc.

Consolidated Results of Operations
Revenue
    $ Change % Change   $ Change % Change     $ Change % Change   $ Change % Change
(dollars in millions)2015 2014 2015 vs. 2014 2015 vs. 2014 2013 2014 vs. 2013 2014 vs. 2013 2018 2017 2018 vs. 2017 2018 vs. 2017 2016 2017 vs. 2016 2017 vs. 2016
Service revenue    

 

   

 

 
Revenue    

 

   

 

Entertainment and Communications$735.0
 $728.8
 $6.2
 1% $718.0
 $10.8
 2% $831.1
 $684.9
 $146.2
 21% $670.3
 $14.6
 2%
IT Services and Hardware198.0
 161.4
 36.6
 23% 138.7
 22.7
 16% 547.1
 380.8
 166.3
 44% 347.3
 33.5
 10%
Data Center Colocation
 
 
 n/m
 15.2
 (15.2) n/m
 
Total service revenue$933.0
 $890.2
 $42.8
 5% $871.9
 $18.3
 2% 
Total revenue$1,378.2
 $1,065.7
 $312.5
 29% $1,017.6
 $48.1
 5%
Entertainment and Communications revenue increased asin 2018 compared to 2017 primarily due to the acquisition of Hawaiian Telcom, which contributed $155.1 million in 2018. In Cincinnati, the growth in Fioptics and other strategic services offsetpartially mitigated the combined impact from no longer providing backhaul servicesdecline in Legacy revenue. Revenue increased $14.6 million in 2017 compared to our former wireless segment and legacy and integration declines. IT Service and Hardware increased2016 primarily due to growth in Fioptics in Cincinnati. Fioptics revenue in Cincinnati totaled $341.2 million, $309.9 million and $254.1 million for the years ended December 31, 2018, 2017 and 2016, respectively, up 10% in 2018 and up 22% in 2017 from all of our strategic services.the comparable prior year.
     $ Change % Change   $ Change % Change 
(dollars in millions)2015 2014 2015 vs. 2014 2015 vs. 2014 2013 2014 vs. 2013 2014 vs. 2013 
Product revenue              
Entertainment and Communications$7.4
 $10.7
 $(3.3) (31)% $5.7
 $5.0
 88% 
IT Services and Hardware227.4
 260.6
 (33.2) (13)% 195.8
 64.8
 33% 
Total product revenue$234.8
 $271.3
 $(36.5) (13)% $201.5
 $69.8
 35% 
Product revenue is primarily driven by the volume of Telecom and IT hardware sales reflecting the cyclical fluctuation in capital spending by our enterprise customers in our IT Services and Hardware segment. In 2014, we entered into agreementsrevenue increased in 2018 compared to sell Verizon wireless handsets2017 primarily due to the acquisition of OnX that closed in the fourth quarter of 2017, and accessories at our retail locations generating revenueto a lesser extent, the acquisition of $3.1 million and $5.7Hawaiian Telcom. Revenue increased $33.5 million in 2015 and 2014, respectively.2017 compared to 2016 due to the acquisition of OnX in the fourth quarter of 2017, which was offset by declines in revenue related to decreased billable headcount as a key customer pursued cost saving initiatives by in-sourcing IT professionals.
Operating costs
    $ Change % Change   $ Change % Change     $ Change % Change   $ Change % Change
(dollars in millions)2015 2014 2015 vs. 2014 2015 vs. 2014 2013 2014 vs. 2013 2014 vs. 2013 2018 2017 2018 vs. 2017 2018 vs. 2017 2016 2017 vs. 2016 2017 vs. 2016
Cost of services              
Cost of services and products             
Entertainment and Communications$319.9
 $290.2
 $29.7
 10% $273.2
 $17.0
 6% $384.1
 $304.6
 $79.5
 26% $291.2
 $13.4
 5%
IT Services and Hardware152.6
 126.0
 26.6
 21% 108.4
 17.6
 16% 314.6
 226.4
 88.2
 39% 216.1
 10.3
 5%
Data Center Colocation
 
 
 n/m
 4.6
 (4.6) n/m
 
Total cost of services$472.5
 $416.2
 $56.3
 14% $386.2
 $30.0
 8% 
Total cost of services and products$698.7
 $531.0
 $167.7
 32% $507.3
 $23.7
 5%
Cost of services increased in both periods due to growth in our strategic products. Entertainment and Communications costs also increased in 2018 compared to 2017 as a result of the acquisition of Hawaiian Telcom as well as increases in video content costs due to higher rates charged by our content providers. Increases were partially offset by lower payroll and benefits costs related to Cincinnati-based operations. Lower payroll and benefits costs were related to headcount reductions made during restructuring initiatives that were executed in 2017. Costs increased in 2017 compared to 2016 primarily due to increased programming costs associated with our growing Fiopticsthe increased video subscriber base and higherin 2017 compared to 2016 as well as rising programming rates.

27IT Services and Hardware costs increased in 2018 compared to the prior year comparable period primarily due to expense associated with headcount in place for twelve months in 2018 versus three months in 2017 as a result of the acquisition of OnX, and to a lesser extent, the acquisition of Hawaiian Telcom. Costs increased in 2017 compared to 2016 due to the acquisition of OnX and primarily included payroll and contractor expense supporting Consulting Services.

Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

    $ Change % Change   $ Change % Change     $ Change % Change   $ Change % Change
(dollars in millions)2015 2014 2015 vs. 2014 2015 vs. 2014 2013 2014 vs. 2013 2014 vs. 2013 2018 2017 2018 vs. 2017 2018 vs. 2017 2016 2017 vs. 2016 2017 vs. 2016
Cost of products              
Selling, general, and administrative             
Entertainment and Communications$6.3
 $8.3
 $(2.0) (24)% $4.5
 $3.8
 84% $148.0
 $120.1
 $27.9
 23 % $125.4
 $(5.3) (4)%
IT Services and Hardware191.8
 223.2
 (31.4) (14)% 170.6
 52.6
 31% 151.1
 97.7
 53.4
 55 % 73.2
 24.5
 33 %
Total cost of products$198.1
 $231.5
 $(33.4) (14)% $175.1
 $56.4
 32% 
Corporate14.3
 17.3
 (3.0) (17)% 17.7
 (0.4) (2)%
Total selling, general and administrative$313.4
 $235.1
 $78.3
 33 % $216.3
 $18.8
 9 %
Cost of products are primarily impacted by changes in Telecom and IT hardware sales. Entertainment and Communications costselling, general, and administrative ("SG&A") expenses were up in 2018 compared to 2017 primarily due to the acquisition of productsHawaiian Telcom. Hawaiian Telcom contributed SG&A expense of $32.9 million in 2018. This increase was impactedpartially offset by lower payroll costs associated with the agreement to sell Verizon Wireless productsin Cincinnati that are a result of headcount reductions from restructuring initiatives that were executed in 2017 and services at our retail locations.
     $ Change % Change   $ Change % Change 
(dollars in millions)2015 2014 2015 vs. 2014 2015 vs. 2014 2013 2014 vs. 2013 2014 vs. 2013 
Selling, general, and administrative              
Entertainment and Communications$146.2
 $133.0
 $13.2
 10 % $131.7
 $1.3
 1% 
IT Services and Hardware53.5
 51.0
 2.5
 5 % 44.1
 6.9
 16% 
Data Center Colocation
 
 
 0 % 2.4
 (2.4) n/m
 
Corporate19.4
 20.2
 (0.8) (4)% 9.7
 10.5
 n/m
 
Total selling, general and administrative$219.1
 $204.2
 $14.9
 7 % $187.9
 $16.3
 9% 
2016. Entertainment and Communications SG&A costsexpenses were updown in 2015 primarily2017 compared to 2016 due to storelower payroll costs an increase in our sales force to support our fiber acceleration strategy and a one-time pension charge related to reduced headcount in addition to reductions in bad debt, reflecting changes to our excess benefit plan totaling $3.8 million. In 2014, Entertainment and Communications costs were primarily up due to costs incurred associated with outsourcing certain IT functions. Increased credit policies.
IT Services and Hardware SG&A costs were up in 2018 as compared to 2017 primarily relateddue to higher payroll andexpense associated with headcount related costsin place for twelve months in 2018 versus three months in 2017 as a result of the acquisition of OnX. The acquisition of OnX was also the reason for the increase in SG&A expense in 2017 as compared to support the growth for our strategic products. 2016.
Corporate SG&A stock-based compensation expense increasedcosts decreased in both periods due to changes in our stock price. In 2015, this increase was partially offset2018 driven largely by lower contract services.payroll related costs. In 2014, employee related costs2018, certain functions previously allocated to Corporate were higher thanbetter aligned with the prior year.segment these functions support and expenses allocated to those segments.
    $ Change % Change   $ Change % Change     $ Change % Change   $ Change % Change
(dollars in millions)2015 2014 2015 vs. 2014 2015 vs. 2014 2013 2014 vs. 2013 2014 vs. 2013 2018 2017 2018 vs. 2017 2018 vs. 2017 2016 2017 vs. 2016 2017 vs. 2016
Depreciation and amortization expense                           
Entertainment and Communications$129.2
 $115.7
 $13.5
 12 % $112.2
 $3.5
 3 % $210.8
 $163.7
 $47.1
 29% $159.1
 $4.6
 3%
IT Services and Hardware12.3
 11.7
 0.6
 5 % 10.5
 1.2
 11 % 41.0
 29.1
 11.9
 41% 23.0
 6.1
 27%
Data Center Colocation
 
 
 0 % 5.2
 (5.2) n/m
 
Corporate0.1
 0.2
 (0.1) (50)% 0.5
 (0.3) (60)% 0.2
 0.2
 
 0% 0.1
 0.1
 100%
Total depreciation and amortization expense$141.6
 $127.6
 $14.0
 11 % $128.4
 $(0.8) (1)% $252.0
 $193.0
 $59.0
 31% $182.2
 $10.8
 6%
The increase in depreciation and amortization expense is primarily due to an increase in Entertainment and Communications depreciation asand amortization expense in 2018 is due to the acquisition of Hawaiian Telcom and the related increase in intangibles and property, plant and equipment. The increase in 2017 versus the prior year comparable period is a result of expanding our fiber-based network.

The increase in IT Services and Hardware depreciation and amortization expense in 2018 and 2017 versus the prior year comparable periods is primarily related to the amortization of intangible assets acquired as part of the SunTel Services LLC ("SunTel") and OnX acquisitions, as well as depreciation expense related to acquired property, plant and equipment.
28

Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

     $ Change % Change   $ Change % Change
(dollars in millions)2018 2017 2018 vs. 2017 2018 vs. 2017 2016 2017 vs. 2016 2017 vs. 2016
Restructuring and severance related charges

             
Entertainment and Communications$3.1
 $27.6
 $(24.5) (89)% $7.7
 $19.9
 n/m
IT Services and Hardware4.9
 5.1
 (0.2) (4)% 3.3
 1.8
 55%
Corporate0.3
 
 0.3
 n/m
 0.9
 (0.9) n/m
Total restructuring and severance related charges$8.3
 $32.7
 $(24.4) (75)% $11.9
 $20.8
 n/m
Restructuring and severance charges recorded in 2018 are primarily related to continued efforts to realize synergies following the acquisitions of Hawaiian Telcom and OnX. In the fourth quarter of 2018, there was a voluntary severance program ("VSP") for certain management employees in the Entertainment and Communications segment, as well as Corporate. In the second quarter of 2018, the Company incurred severance costs associated with initiatives to reduce costs in the IT Services and Hardware segment. In addition, a restructuring charge associated with lease abandonment of $0.8 million was recorded in the second quarter of 2018 related to an office space that will no longer be utilized.
In 2017, restructuring and severance related charges were associated with the Company-initiated reorganizations within both segments of the business that resulted in headcount reductions. The reorganizations were intended to more appropriately align the Company for future growth and reduce field and network costs within our legacy copper network.
In 2016, restructuring and severance related charges were associated with headcount reductions that resulted due to increased in-sourcing of IT professionals by a significant customer, as well as initiatives to reduce costs associated with our legacy copper network group, including a voluntary severance program for certain management employees.     
Other operating costs
     $ Change % Change   $ Change % Change 
(dollars in millions)2015 2014 2015 vs. 2014 2015 vs. 2014 2013 2014 vs. 2013 2014 vs. 2013 
Other operating costs              
Restructuring charges (reversals)$6.0
 $(0.4) $6.4
 n/m
 $13.5
 $(13.9) n/m
 
Transaction-related compensation
 
 
 n/m
 42.6
 (42.6) n/m
 
Curtailment loss (gain)0.3
 
 0.3
 n/m
 (0.6) 0.6
 n/m
 
Loss (gain) on sale of disposal of assets, net

0.8
 (0.3) 1.1
 n/m
 (1.1) 0.8
 (73)% 
Impairment of assets
 4.6
 (4.6) n/m
 
 4.6
 n/m
 
Transaction costs1.4
 1.2
 0.2
 17% 1.6
 (0.4) (25)% 
In 2015, restructuring charges represented severance associated with employee separations, consulting fees related to a workforce optimization initiative and lease abandonments. Charges incurred in 2015 include $3.3 million of severance costs for employee separations related to the discontinuation of our cyber-security product offering and the integration of our business market teams. Third party consultant costs associated with integrating each segment's business markets team totaled $2.4 million, and $0.3 million was incurred related to a lease abandonment. Restructuring charges incurred in 2013 represented severance costs, expenses related to lease abandonments and fees associated with a workforce optimization project.
Transaction-related compensation was $42.6 million in 2013, of which $20.0 million was related to CyrusOne employees. In 2010, the Company's Board of Directors approved a long-term incentive program for certain members of management under which payments were contingent upon the completion of a qualifying transaction and attainment of an increase in the equity value of the data center business, as defined in the plan. The completion of the IPO during 2013 resulted in a qualifying transaction requiring payment of compensation to the employees covered under this plan.
Impairment charges totaling $4.6 million in 2014 were recorded for the abandonment of an internal use software project related to the Entertainment and Communications segment.
     $ Change % Change   $ Change % Change
(dollars in millions)2018 2017 2018 vs. 2017 2018 vs. 2017 2016 2017 vs. 2016 2017 vs. 2016
Other operating costs             
Transaction and integration costs$22.5
 $18.5
 $4.0
 22% $
 $18.5
 n/m
Loss on sale of disposal of assets, net
 
 
 n/m
 1.1
 (1.1) n/m
Total other operating costs$22.5
 $18.5
 $4.0
 22% $1.1
 $17.4
 n/m
Transaction and integration costs incurred in 2015 primarily represent fees for exploring opportunities2018, recorded as a Corporate expense, are due to increase the scaleacquisition of our IT ServicesHawaiian Telcom that closed in the third quarter of 2018. Transaction and Hardware Segment. Transactionintegration costs incurred in 2014 represent legal fees associated with the sale of our wireless assets and fees associated with new equity method investments. In 2013, costs represent expenses associated with exploring strategic alternatives for our former wireless business and consulting costs associated with the CyrusOne IPO.
Non-operating expenses (income)
     $ Change % Change   $ Change % Change 
(dollars in millions)2015 2014 2015 vs. 2014 2015 vs. 2014 2013 2014 vs. 2013 2014 vs. 2013 
Non-operating costs              
Interest expense$103.1
 $145.9
 $(42.8) (29)% $176.0
 $(30.1) (17)% 
Loss on extinguishment of debt20.9
 19.6
 1.3
 7 % 29.6
 (10.0) (34)% 
Loss from CyrusOne investment5.1
 7.0
 (1.9) (27)% 10.7
 (3.7) (35)% 
Gain on Sale of CyrusOne investment(449.2) (192.8) (256.4) n/m
 
 (192.8) n/m
 
Other income, net(2.5) (1.9) (0.6) 32 % (3.3) 1.4
 (42)% 
Income tax expense (benefit)159.8
 81.4
 78.4
 96 % (8.3) 89.7
 n/m
 
Income (loss) from discontinued operations, net of tax

62.9
 (42.1) 105.0
 n/m
 10.2
 (52.3) n/m
 
Interest expense decreased2017 are due to the Company primarily using proceeds fromacquisition of SunTel in the salefirst quarter of a portion2017, the acquisition of its CyrusOne investmentOnX that closed in the fourth quarter of 2017, and costs incurred leading up to repay debt. During 2015, 2014, and 2013, we repaid debt totaling $531.7 million, $376.5 million and $530.8 million, respectively. Certain debt repayments in each period resulted in a loss on extinguishmentthe acquisition of debt.Hawaiian Telcom.


29

Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

Non-operating expenses (income)
     $ Change % Change   $ Change % Change
(dollars in millions)2018 2017 2018 vs. 2017 2018 vs. 2017 2016 2017 vs. 2016 2017 vs. 2016
Non-operating costs             
Interest expense$131.5
 $85.2
 $46.3
 54 % $75.7
 $9.5
 13 %
Loss on extinguishment of debt, net1.3
 3.2
 (1.9) (59)% 19.0
 (15.8) (83)%
Other components of pension and postretirement benefit plans expense

12.5
 16.6
 (4.1) (25)% 4.3
 12.3
 n/m
Gain on Sale of CyrusOne investment
 (117.7) 117.7
 n/m
 (157.0) 39.3
 (25)%
Other (income) expense, net(1.6) 1.4
 (3.0) n/m
 (7.6) 9.0
 n/m
Income tax expense9.4
 26.7
 (17.3) (65)% 61.7
 (35.0) (57)%
Income from discontinued operations, net of tax


 
 
 n/m
 0.3
 (0.3) n/m
Interest expense increased in 2018 and 2017 compared to comparable periods in the prior year due to financing transactions that took place during the fourth quarter of 2017. The Company entered into the $600.0 million Tranche B Term Loan due 2024, issued $350.0 million 8% Senior Notes, and repaid the remaining $315.8 million Tranche B Term Loan due 2020 outstanding under its previous Corporate Credit Agreement with the proceeds from the $600.0 million Tranche B Term Loan due 2024. In addition, the increase in interest expense in 2017 compared to 2016 is attributable to a full year of expense on the 7.0% Senior Notes due 2024 that were issued in the third quarter of 2016.
Other components of pension and postretirement benefit plans expense was lower in 2018 compared to 2017 primarily due to a $4.0 million pension settlement charge for the Cincinnati Bell Pension Plan ("CBPP") in 2017 as a result of the lump sum payments to CBPP plan participants exceeding the sum of the service cost and interest cost component of net pension cost for the year. Expense was higher in 2017 compared to 2016 primarily due to the pension settlement charge as well as amortization of the prior service benefit related to the postretirement plans producing a smaller benefit in 2017.

In 2015,2017, the Company recognized a gain of $412.9$117.7 million on the sale of 20.32.8 million CyrusOne LP partnership units andcommon shares. In 2016, the Company recognized a gain of $36.3$157.0 million on the sale of 1.44.1 million CyrusOne common stock units. In the second quarter of 2014, the Company recognized a $192.8shares.

Dividends declared by CyrusOne in 2016 totaled $6.4 million gain on the sale of 16.0 million CyrusOne LP partnership units.and were included in Other (income) expense, net.

Income tax expense related tofluctuates based on changes in income from continuing operations was higher in 2015 and 2014 compared to the prior year due primarily to higher income before tax as a result of the increased gain on the sale of our CyrusOne LP units and common shares. In 2013, the tax benefit was a result of loss before income taxes, offset by a valuation allowance provision of $10.7 millionadjusted for Texas margin credits, which effective with CyrusOne's IPO, are uncertain of being realized before their expiration date.
The Company has certain non-deductible expenses, including interest on securities originally issued to acquire its broadband business (the "Broadband Securities") or securities that the Company has subsequently issued to refinance the Broadband Securities.as well as rate changes. In periods without tax law changes, the Company expects its effective tax rate to exceed statutory rates primarily due to non-deductible expenses. Non-deductible expenses related to the acquisitions of Hawaiian Telcom and OnX were incurred during 2018 and 2017 in the amount of $9.0 million and $10.4 million, respectively. In addition, changes in the valuation allowance impact income tax expense. In 2018 the Company recorded a valuation against non-deductible expenses associated withinterest in the Broadband Securities. amount of $15.3 million and increased valuation allowances on state NOLs by $5.9 million.
The Company uses federal and state net operating lossesloss carryforwards to defray payment of federal and state tax liabilities. AsThe Company also had significant Alternative Minimum Tax (“AMT”) refundable tax credit carryforwards available to offset future income tax liabilities. The Company made an election on the 2016 income tax return to claim the available portion of these credits in lieu of claiming bonus depreciation and as a result had cash income tax refunds (net of payments) totaling $12.9M in 2017. The same election was made on the 2017 income tax return and as a result, the Company had cash income tax payments, netrefunds (net of refunds,payments), totaling $8.8$13.8 million in 2015. The Broadband Securities were repaid in full during 2015.2018.
Effective March 31, 2015, we discontinued operating our wireless business as there were no subscribers remaining on the network. As a result, we no longer required the use of the spectrum being leased. Therefore, the $112.6 million gain on sale of wireless spectrum licenses, which had previously been deferred, was recognized during the three months ended March 31, 2015. On April 1, 2015, we transferred certain other wireless assets to the purchaser, including leases to certain wireless towers and related equipment and other assets, which resulted in a gain of $15.9 million in the second quarter of 2015. These gains were partially offset by operating losses as we continued to incur costs during the wind down of the wireless business.

30

Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

Discussion of Operating Segment Results

The Company manages its business based upon product and service offerings. As ofFor the years ended December 31, 2015, 2014,2018, 2017, and 2013,2016, we operated two business segments: Entertainment and Communications and IT Services and Hardware. Effective January 24, 2013, the date of the CyrusOne IPO, we no longer include CyrusOne, our former Data Center Colocation segment, in our consolidated financial statements. The closing of our wireless operations, effective March 31, 2015, represented a strategic shift in our business. Therefore, certain wireless assets, liabilities and results of operations are reported as discontinued operations in our financial statements. For further details of our investment in CyrusOne, see Note 1 and Note 4 of Notes to Consolidated Financial Statements. For further details of Discontinued Operations, see Note 1 and Note 3 of Notes to Consolidated Financial Statements.
Certain corporate administrative expenses have been allocated to our business segments based upon the nature of the expense and the relative size of the segment. Intercompany transactions between segments have been eliminated.

31

Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

Entertainment and Communications
The Entertainment and Communications segment provides products and services suchthat can be categorized as data transport, high-speed internet, video, local voice, long distance, VoIP and other services.either Fioptics in Cincinnati or Consumer/SMB Fiber in Hawaii (collectively, "Consumer/SMB Fiber"), Enterprise Fiber or Legacy. Cincinnati Bell Telephone Company LLC ("CBT"), a subsidiary of the Company, is the incumbent local exchange carrier ("ILEC") for a geography that covers a radius of approximately 25 miles around Cincinnati, Ohio, and includes parts of northern Kentucky and southeastern Indiana. CBT has operated in this territory for over 140145 years. Voice and data services in the Enterprise Fiber and Legacy categories that are delivered beyond itsthe Company's ILEC territory, particularly in Dayton and Mason, Ohio, are provided through the operations of Cincinnati Bell Extended Territories LLC ("CBET"), a competitive local exchange carrier ("CLEC") and subsidiary of CBT. On July 2, 2018, the Company acquired Hawaiian Telcom. Hawaiian Telcom is the ILEC for the State of Hawaii and the largest full service provider of communications services and products in the state. Originally incorporated in Hawaii in 1883 as Mutual Telephone Company, Hawaiian Telcom has a strong heritage of over 135 years as Hawaii’s communications carrier. Its services are offered on all of Hawaii’s major islands, except its video service, which currently is only available on the island of Oahu.

Consumer/SMB Fiber products include high-speed internet access, voice lines and video. The Company providesis able to deliver speeds of up to 30 megabits or more to approximately 75% of Greater Cincinnati and to approximately 65% of the island of Oahu.
Enterprise Fiber products include metro-ethernet, dedicated internet access, wavelength, indefeasible right of use ("IRU") contracts, and small cell. As enterprise customers migrate from legacy products and copper-based technology, our metro-ethernet product becomes the preferred method of transport due to its ability to support multiple applications on a single physical connection.
Legacy products include traditional voice lines, consumer long distance, switched access, digital trunking, DSL, DS0, DS1, DS3 and VoIPother value-added services such as caller identification, voicemail, call waiting and call return.
     $ Change % Change    $ Change % Change
(dollars in millions)2018 2017 2018 vs. 2017 2018 vs. 2017  2016 2017 vs. 2016 2017 vs. 2016
Revenue:              
Data$402.6
 $344.5
 $58.1
 17 %  $333.0
 $11.5
 3 %
Video183.3
 148.9
 34.4
 23 %  125.6
 $23.3
 19 %
Voice244.9
 199.0
 45.9
 23 %  217.9
 $(18.9) (9)%
Other22.6
 13.7
 8.9
 65 %  14.8
 $(1.1) (7)%
Total Revenue853.4
 706.1
 147.3
 21 %  691.3
 $14.8
 2 %
Operating costs and expenses:              
Cost of services and products388.2
 308.6
 79.6
 26 %  298.2
 $10.4
 3 %
Selling, general and administrative148.0
 120.1
 27.9
 23 %  125.4
 $(5.3) (4)%
Depreciation and amortization210.8
 163.7
 47.1
 29 %  159.1
 $4.6
 3 %
Restructuring and severance charges3.1
 27.6
 (24.5) (89)%  7.7
 $19.9
 n/m
Other
 
 
 n/m
  0.8
 $(0.8) n/m
Total operating costs and expenses750.1
 620.0
 130.1
 21 %  591.2
 28.8
 5 %
Operating income$103.3
 $86.1
 $17.2
 20 %  $100.1
 $(14.0) (14)%
Operating margin12.1% 12.2%   (6.5) pts
  14.5%   1.3 pts
Capital expenditures$194.0
 $186.3
 $7.7
 4 %  $260.8
 $(74.5) (29)%

Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Entertainment and Communications, continued

     Change % Change   Change % Change
Metrics information (in thousands):2018 2017 2018 vs. 2017 2018 vs. 2017 2016 2017 vs. 2016 2017 vs. 2016
Cincinnati             
Fioptics             
Data             
Internet FTTP*201.5
 179.6
 21.9
 12 % 151.8
 27.8
 18 %
Internet FTTN*37.5
 47.0
 (9.5) (20)% 45.8
 1.2
 3 %
Total Fioptics Internet239.0
 226.6
 12.4
 5 % 197.6
 29.0
 15 %
Video          

  
Video FTTP115.0
 116.5
 (1.5) (1)% 108.0
 8.5
 8 %
Video FTTN24.9
 30.0
 (5.1) (17)% 29.6
 0.4
 1 %
Total Fioptics Video139.9
 146.5
 (6.6) (5)% 137.6
 8.9
 6 %
Voice          

  
Fioptics Voice Lines107.6
 105.9
 1.7
 2 % 96.2
 9.7
 10 %
Fioptics Units Passed          

  
Units passed FTTP472.3
 431.3
 41.0
 10 % 392.2
 39.1
 10 %
Units passed FTTN138.7
 140.9
 (2.2) (2)% 141.2
 (0.3) 
Total Fioptics units passed611.0
 572.2
 38.8
 7 % 533.4
 38.8
 7 %
              
Enterprise Fiber             
Data             
Ethernet Bandwidth (Gb)4,565
 3,919
 646
 16 % 3,368
 551
 16 %
              
Legacy             
Data             
DSL72.0
 82.1
 (10.1) (12)% 105.6
 (23.5) (22)%
Voice             
Legacy Voice Lines226.2
 262.0
 (35.8) (14)% 308.2
 (46.2) (15)%
              
*Fiber to the Premise (FTTP), Fiber to the Node (FTTN)          



Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Entertainment and Communications, continued
Year Ended December 31,
Metrics information (in thousands):2018
Hawaii
Consumer / SMB Fiber
Data
Internet FTTP*51.6
Internet FTTN*14.3
Total Consumer / SMB Fiber Internet65.9
Video
Video FTTP33.8
Video FTTN15.0
Total Consumer / SMB Fiber Video48.8
Voice
Consumer / SMB Fiber Voice Lines30.3
Consumer / SMB Fiber Units Passed **
Units passed FTTP167.0
Units passed FTTN73.5
Total Consumer / SMB Fiber units passed240.5
Enterprise Fiber
Data
Ethernet Bandwidth (Gb)2,091
Legacy
Data
DSL48.7
Voice
Legacy Voice Lines197.8
*Fiber to the Premise (FTTP), Fiber to the Node (FTTN)
** Includes units passed for both consumer and business on Oahu and neighbor islands.


Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Entertainment and Communications, continued
   Twelve Months Ended December 31,
   2018 2017 2016
   Cincinnati Hawaii Total Cincinnati Hawaii Total Cincinnati Hawaii Total
 Revenue                 
  Consumer / SMB Fiber *                 
  Data$142.5
 $13.5
 $156.0
 $126.3
 $
 $126.3
 $99.4
 $
 $99.4
  Video160.1
 23.2
 183.3
 148.9
 
 148.9
 125.6
 
 125.6
  Voice37.4
 5.4
 42.8
 33.6
 
 33.6
 28.4
 
 28.4
  Other1.2
 0.2
 1.4
 1.1
 
 1.1
 0.7
 
 0.7
  
Total Consumer / SMB Fiber

341.2
 42.3
 383.5
 309.9
 
 309.9

254.1


 254.1
  Enterprise Fiber                 
  Data84.3
 17.7
 102.0
 86.1
 
 86.1
 78.2
 
 78.2
  Legacy                 
  Data111.8
 32.8
 144.6
 132.1
 
 132.1
 155.4
 
 155.4
  Voice143.4
 58.7
 202.1
 165.4
 
 165.4
 189.5
 
 189.5
  Other13.5
 7.7
 21.2
 12.6
 
 12.6
 14.1
 
 14.1
  Total Legacy268.7
 99.2
 367.9
 310.1
 
 310.1

359.0


 359.0
Total Entertainment and Communications revenue$694.2
 $159.2
 $853.4
 $706.1
 $
 $706.1

$691.3


$
 $691.3
                    
* Represents Fioptics in Cincinnati.           
Cincinnati Fioptics and Hawaii Consumer/SMB Fiber (collectively, "Consumer/SMB Fiber")
Consumer/SMB Fiber revenue increased by $73.6 million in 2018 compared to the same period in 2017 primarily throughdue to revenue contributed by Hawaiian Telcom of $42.3 million. Hawaiian Telcom adds 48,800 video subscribers, 65,900 internet subscribers and 30,300 voice subscribers to the existing base of subscribers. The remaining revenue increase is due to increases in the subscriber base for internet and voice, as well as rate favorability across all products in Cincinnati. The internet subscriber base in Cincinnati increased by 5% and the voice subscriber base increased by 2%. The video subscriber base decreased by 5%; however, rate increases mitigated the impact of this decline on revenue. The Average Revenue Per User ("ARPU") on a year to date basis increased for internet, voice, and video by 3%, 6% and 6%, respectively, compared to the prior year. ARPU increases are related to price increases for internet, voice, and video, as well as the change in the mix of subscribers for video.
Consumer/SMB Fiber revenue increased in 2017 compared to 2016 due to both rate and volume favorability in Cincinnati across all products. Our Fioptics internet subscriber base increased by 15% and ARPU was up 4% compared to 2016. Fioptics video subscribers increased 6% in 2017 in addition to a 5% increase in ARPU. Fioptics voice subscribers increased by 10% in 2017 and ARPU increased 1%.
Enterprise Fiber
Enterprise Fiber revenue increased year over year primarily due to incremental revenue of $17.7 million from Hawaiian Telcom, which includes revenue from the SEA-US cable, metro-ethernet and dedicated internet access. In addition, revenue increased due to enterprise customers migrating from legacy product offerings to higher bandwidth fiber solutions, as evidenced by the 16% increase in Ethernet Bandwidth in Cincinnati in both 2018 and 2017 compared to the comparable period in the prior years. The increase in revenue in 2018 contributed by Hawaiian Telcom and migration of customers was partially offset due to a one-time project that was completed in the second quarter of 2017 in the amount of $5.4 million. The one-time project completed in 2017 combined with enterprise customers migrating to higher bandwidth fiber solutions both contributed to the increase of revenue in 2017 compared to 2016.
Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Entertainment and Communications, continued
Legacy
Legacy revenue increased in 2018 compared to 2017 due to incremental revenue from Hawaiian Telcom of $99.2 million. Hawaiian Telcom adds 48,700 DSL subscribers and 197,800 voice subscribers to the existing base of subscribers. Increased revenue generated by Hawaiian Telcom was partially offset due to declines in both voice lines and DSL subscribers in Cincinnati. Declines in voice lines and DSL subscribers in 2018 and 2017 have contributed to the declining revenue in both of those years. Voice lines in Cincinnati declined 14% in 2018 compared to 2017, and 15% in 2017 compared to 2016, as the traditional voice lines become less relevant. DSL subscribers in Cincinnati decreased by 12% in 2018 compared to 2017, and 22% in 2017 compared to 2016, as subscribers demand the higher speeds that can be provided by fiber. In addition, declines in DS0, DS1, DS3 and digital trunking have contributed to the revenue decline in both 2018 and 2017 compared to the same periods in the prior year as customers migrate away from these solutions to fiber-based solutions.
Operating Costs and Expenses
Cost of services and products increased in 2018 compared to 2017 primarily due to the acquisition of Hawaiian Telcom. Hawaiian Telcom contributed $80.2 million to cost of services and products in 2018. After considering the impact of the acquisition, costs of services and products decreased by $0.6 million. This decrease in 2018 compared to 2017 is primarily due to lower payroll costs due to reduced headcount. Payroll related costs are down due to reduced headcount as a result of the restructuring that took place in the first quarter of 2017. Network costs are also down due to a large one-time project recognized in the second quarter of 2017. These decreases were partially offset by higher programming costs. Higher programming costs are the result of higher rates charged by content providers.
Cost of services and products increased by $10.4 million in 2017 compared to 2016 primarily due to higher programming costs of $16.6 million. These increases were the result of the growing number of Fioptics video subscribers combined with rising programming rates. Additionally, in the second quarter of 2017, costs associated with a large one-time project were recognized. These increases were offset by the reversal of a $2.5 million contingent liability in which we received a favorable result, as well as lower payroll costs due to reduced headcount.
SG&A expenses increased by $27.9 million in 2018 compared to the prior year due to the acquisition of Hawaiian Telcom. Hawaiian Telcom contributed $32.9 million of SG&A expense in 2018. The increase contributed by Hawaiian Telcom was partially offset by decreased payroll related costs as a result of the restructuring that took place in the first quarter of 2017. Payroll related costs were down $5.7 million in 2018 compared to 2017. SG&A expenses were down in 2017 compared to the prior year primarily due to lower payroll related charges as well as reductions in bad debt, reflecting changes to our credit policies. These decreases were partially offset by $1.7 million of increased advertising costs for Fioptics during 2017.
Depreciation and amortization expenses were up in 2018 compared to the prior year primarily due to the acquisition of Hawaiian Telcom, as well as the assets placed in service in connection with the expansion of our fiber network in Cincinnati. Hawaiian Telcom contributed $44.7 million of depreciation and amortization expense in 2018. Depreciation and amortization expenses were up in 2017 compared to the prior year primarily due to assets placed in service in connection with the expansion of our fiber network.
Restructuring and severance charges recorded in 2018 are related to a VSP for certain management employees in Cincinnati. The VSP that took place in the fourth quarter of 2018 related to the Company's continued efforts to find efficiencies that can be achieved due to the acquisition of Hawaiian Telcom. Restructuring and severance charges recorded in 2017 are related to a VSP for certain bargained employees to reduce field and network costs associated with our legacy copper network. Restructuring and severance related charges in 2016 were primarily related to a VSP to reduce costs associated with our legacy copper network.



Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Entertainment and Communications, continued
Capital Expenditures
 Twelve Months Ended December 31, 2018
 Cincinnati Hawaii Total
Consumer / SMB Fiber capital expenditures *     
   Construction$39.1
 $5.1
 $44.2
   Installation47.8
 12.4
 60.2
   Other12.2
 1.5
 13.7
Total Consumer / SMB Fiber99.1
 19.0
 118.1
      
Enterprise Fiber14.9
 10.2
 25.1
Other37.3
 13.5
 50.8
Total Entertainment and Communications capital expenditures$151.3
 $42.7
 $194.0
      
 Twelve Months Ended December 31, 2017
 Cincinnati Hawaii Total
Consumer / SMB Fiber capital expenditures *     
   Construction$53.8
 $
 $53.8
   Installation55.1
 
 55.1
   Other15.7
 
 15.7
Total Consumer / SMB Fiber124.6
 
 124.6
      
Enterprise Fiber19.6
 
 19.6
Other42.1
 
 42.1
Total Entertainment and Communications capital expenditures$186.3
 $
 $186.3
* Represents Fioptics in Cincinnati     
      
 Twelve Months Ended December 31, 2016
 Cincinnati Hawaii Total
Consumer / SMB Fiber capital expenditures *     
   Construction$89.8
 $
 $89.8
   Installation68.8
 
 68.8
   Other21.8
 
 21.8
Total Consumer / SMB Fiber180.4
 
 180.4
      
Enterprise Fiber27.6
 
 27.6
Other52.8
 
 52.8
Total Entertainment and Communications capital expenditures$260.8
 $
 $260.8
* Represents Fioptics in Cincinnati     
      
Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Entertainment and Communications, continued
Capital expenditures in Cincinnati are incurred to expand our Fioptics product suite, upgrade and increase capacity for our networks, and to extend the life of our fiber and copper networks. The Company is focused on building FTTP addresses and during 2018 we passed 41,000 FTTP addresses in Cincinnati. As of December 31, 2018, the Company is able to provide its Fioptics services to 611,000 consumer and enterprise addresses, or 75% of our operating territory in Cincinnati. Cincinnati Bell Any Distance Inc.construction capital expenditures decreased $14.7 million in 2018 compared to 2017 even though we passed 38,800 doors in both 2018 and 2017 due to more efficient capital spending. In addition, construction costs incurred for Connect America Fund ("CBAD"CAF") doors totaled $5.5 million in 2017 compared to $1.4 million in 2018. Cincinnati installation capital expenditures decreased $7.3 million for 2018 compared to 2017 due to fewer video and eVolve Business Solutions LLC ("eVolve") subsidiaries.internet activations in 2018. In addition, the Company implemented self-installations in Cincinnati which has led to a decrease in the average cost per install. Finally, the timing of expenditures, primarily for set top boxes, causes variances in capital expenditures year over year.
Enterprise Fiber capital expenditures in Cincinnati are related to success-based fiber builds, including associated equipment, for enterprise and carrier projects to provide ethernet services. Other capital expenditures are related to IT projects, cable and equipment maintenance and capacity additions, real estate upgrades and maintenance, plus other minor capital purchases.
Capital expenditures in Hawaii for 2018 were $42.7 million. The Construction capital of $5.1 million relates to building out the fiber network to new addresses. Installation capital of $12.4 million primarily relates to new video installations. Enterprise fiber capital includes $0.8 million for light-up fees of additional SEA-US cable bandwidth, and the remaining is for new ethernet customers. Capital expenditures classified as Other include IT projects, real estate projects, and network upgrades or optimization projects.
The decrease in construction costs in 2017 is a result of the Company passing 62,600 fewer doors in 2017 relative to 2016. Fioptics installation costs also decreased in 2017 as there were fewer activations due to fewer doors being passed.

32

Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

IT Services and Hardware
The IT Services and Hardware segment provides end-to-end solutions from consulting to implementation to ongoing optimization. These solutions include Cloud, Communications and Consulting services along with the sale and maintenance of major branded Telecom and IT hardware reported as Infrastructure Solutions. These services and products are provided through the Company's subsidiaries in various geographic areas throughout the United States, Canada and Europe. By offering a full range of equipment in addition to Cloud, Communications and Consulting services, the IT Services and Hardware segment provides our customers personalized solutions designed to meet their business objectives.

Cloud services include the design, implementation and on-going management of the customer’s infrastructure. This includes on-premise, public cloud and private cloud solutions. The Company assists customers with the risk assessment phase through an in-depth understanding of the customer’s business, as well as building and designing a solution using either the customer's existing infrastructure or new cloud based options that transform the way the customer does business.

Communications solutions help to transform the way our customers do business by connecting employees, customers, and business partners. By upgrading legacy technologies through customized build projects and reducing customer costs, the Company helps to transform the customer’s business. These services include Unified Communications as a Service ("UCaaS"), Software-Defined WAN ("SD-WAN"), Network as a Service ("NaaS"), Contact Center and Collaboration.

Using our experience and expertise, Infrastructure Solutions are tailored to our customers’ organizational goals. We offer a complete portfolio of services that provide customers with efficient and optimized IT solutions that are agile and responsive to their business and are integrated, simplified and manageable. Through consulting with customers, the Company will build a solution using standard manufacturer equipment to meet our customers’ specific requirements. Prior to the adoption of Accounting Standards Codification Topic ("ASC") 606, the Company recorded hardware revenue on a gross basis. Effective January 1, 2018 with the adoption of ASC 606, the Company now considers ourselves an agent in the sale of hardware and records hardware revenue net of the associated cost of the hardware. The standard was adopted using the full retrospective method.

Consulting services help customers assess their business and technology needs and provide the talent needed to ensure success. The Company is a premier provider of application services and IT staffing.
     $ Change % Change   $ Change % Change 
(dollars in millions)2015 2014 2015 vs. 2014 2015 vs. 2014 2013 2014 vs. 2013 2014 vs. 2013 
Revenue$743.7
 $740.7
 $3.0
 0 % $724.8
 $15.9
 2 % 
Operating costs and expenses:              
Cost of services and products331.5
 306.2
 25.3
 8 % 286.3
 19.9
 7 % 
Selling, general and administrative150.9
 136.2
 14.7
 11 % 132.7
 3.5
 3 % 
Depreciation and amortization129.2
 115.7
 13.5
 12 % 112.2
 3.5
 3 % 
Restructuring charges (reversals)1.6
 (0.5) 2.1
 n/m
 9.1
 (9.6) n/m
 
Curtailment loss (gain)0.3
 
 0.3
 n/m
 (0.6) 0.6
 n/m
 
Loss (gain) on sale or disposal of assets0.3
 (0.4) 0.7
 n/m
 (1.1) 0.7
 64 % 
Impairments of assets
 4.6
 (4.6) n/m
 
 4.6
 n/m
 
Total operating costs and expenses613.8
 561.8
 52.0
 9 % 538.6
 23.2
 4 % 
Operating income$129.9
 $178.9
 $(49.0) (27)% $186.2
 $(7.3) (4)% 
Operating margin17.5% 24.2%   (6.7)
 25.7%   (1.5)
 
Capital expenditures$269.5
 $163.7
 $105.8
 65 % $162.6
 $1.1
 1 % 
               
Metrics (in thousands):              
Fioptics units passed432.0
 335.0
 97.0
 29 % 276.0
 59.0
 21 % 
               
Internet subscribers:              
DSL133.7
 156.2
 (22.5) (14)% 188.5
 (32.3) (17)% 
Fioptics153.7
 113.7
 40.0
 35 % 79.9
 33.8
 42 % 
Total internet subscribers287.4
 269.9
 17.5
 6 % 268.4
 1.5
 1 % 
               
Fioptics video subscribers114.4
 91.4
 23.0
 25 % 74.2
 17.2
 23 % 
               
Residential voice lines:    
 
   

 

 
Legacy146.4
 181.6
 (35.2) (19)%
223.5

(41.9)
(19)%
Fioptics71.4
 56.7
 14.7
 26 % 47.9
 8.8
 18 % 
Total residential voice lines217.8

238.3

(20.5)
(9)%
271.4

(33.1)
(12)% 
Business voice lines:    
 
   

 

 
Legacy215.4
 238.0
 (22.6) (9)% 253.9
 (15.9) (6)% 
VoIP*89.5
 70.0
 19.5
 28 % 54.0
 16.0
 30 % 
Total business voice lines304.9
 308.0
 (3.1) (1)% 307.9
 0.1
 0 % 
Total voice lines522.7

546.3

(23.6)
(4)% 579.3
 (33.0) (6)% 
               
Long distance lines:              
Residential199.4
 212.5
 (13.1) (6)% 236.2
 (23.7) (10)% 
Business140.3
 150.3
 (10.0) (7)% 157.9
 (7.6) (5)% 
Total long distance lines:339.7
 362.8
 (23.1) (6)% 394.1
 (31.3) (8)% 
               
* VoIP lines include Fioptics voice lines
     $ Change % Change    $ Change % Change
(dollars in millions)2018 2017 2018 vs. 2017 2018 vs. 2017  2016 2017 vs. 2016 2017 vs. 2016
Revenue:              
Consulting$165.3
 $89.3
 $76.0
 85 %  $86.7
 $2.6
 3 %
Cloud98.0
 81.0
 17.0
 21 %  85.5
 $(4.5) (5)%
Communications178.5
 160.6
 17.9
 11 %  144.3
 $16.3
 11 %
Infrastructure Solutions109.1
 54.2
 54.9
 n/m
  36.2
 $18.0
 50 %
Total revenue550.9
 385.1
 165.8
 43 %  352.7
 32.4
 9 %
Operating costs and expenses:              
Cost of services and products335.7
 247.0
 88.7
 36 %  234.5
 12.5
 5 %
Selling, general and administrative152.1
 98.6
 53.5
 54 %  74.2
 24.4
 33 %
Depreciation and amortization41.0
 29.1
 11.9
 41 %  23.0
 6.1
 27 %
Restructuring and severance related charges4.9
 5.1
 (0.2) (4)%  3.3
 1.8
 55 %
Loss on disposal of assets
 
 
 n/m
  0.3
 (0.3) n/m
Total operating costs and expenses533.7
 379.8
 153.9
 41 %  335.3
 44.5
 13 %
Operating income$17.2
 $5.3
 $11.9
 n/m
  $17.4
 $(12.1) (70)%
Operating margin3.1% 1.4%   1.7 pts
  4.9%   (3.5) pts
Capital expenditures$26.4
 $24.2
 $2.2
 9 %  $25.4
 $(1.2) (5)%
Table of Contents
Form 10-K Part IICincinnati Bell Inc.

IT Services and Hardware, continued
  
Metrics information: (as of December 31, 2018)Communications Communications Communications Consulting
 Hosted UCaaS Profiles* NaaS Locations SD - WAN Locations Billable Resources
 239,581 2,257 803 1,039
* Includes 23,700 profiles from Hawaii       
Revenue
IT Services and Hardware segment revenue increased $165.8 million and $32.4 million in 2018 and 2017, respectively, compared to the comparable prior year periods. Consulting and Infrastructure Solutions are the main contributors to this revenue increase in 2018, primarily due the acquisition of OnX in the fourth quarter of 2017. OnX contributed $108.2 million in Consulting revenue and $64.1 million in Infrastructure Solutions revenue for the year ended 2018 compared to $25.3 million in Consulting revenue and $21.6 million in Infrastructure Solutions for the year ended 2017. OnX also provided contributions in Cloud revenue, driving the $17.0 million increase in Cloud revenue in 2018 as compared to 2017. Additionally, Hawaiian Telcom contributed $20.0 million in revenue in 2018, predominantly in Communications. Increased revenue generated by OnX and Hawaiian Telcom was partially offset by declines in Consulting in 2018 as compared to 2017 due to one significant customer in-sourcing more work rather than outsourcing it to the Company. Communications revenue experienced growth in both 2018 and 2017 compared to the comparable prior year periods. After consideration of revenue of $11.5 million generated from Hawaiian Telcom, Communications revenue increased $6.4 million in 2018, compared to 2017. This increased revenue is primarily due to a 26% growth in strategic products offset by a 7% decline in legacy offerings. Growth in 2017 was primarily due to the same trends impacting 2018 as well as a contribution of $11.6 million from the acquisition of Suntel in the first quarter of 2017.
Operating Costs and Expenses
Cost of services and products is predominantly impacted by fluctuations in the headcount and contractors required to deliver the services within Consulting, Cloud and Communications. The increase of $88.7 million and $12.5 million in "Cost of services and products" for 2018 and 2017, respectively, as compared to the same periods in the prior year is related to the acquisitions of OnX and Hawaiian Telcom and consists primarily of payroll and contract services costs.
SG&A increased $53.5 million and $24.4 million for 2018 and 2017, respectively, as compared to the same periods in the prior year. The acquisition of OnX contributed an increase of $51.3 million and $21.1 million for 2018 and 2017, respectively, as compared to the same periods in the prior year. The acquisition of Hawaiian Telcom contributed an increase of $5.4 million for 2018. Increases in SG&A related to the acquisitions were partially offset by lower payroll costs due to restructuring initiatives executed in 2018 and 2017.
Restructuring and severance charges of $4.1 million recorded in 2018 are related to costs incurred in order to recognize future synergies as the Company continues to identify efficiencies with the integration of OnX. In addition, a restructuring charge of $0.8 million was recorded in the second quarter of 2018 associated with a lease abandonment related to an office space that will no longer be utilized. Restructuring and severance related charges incurred in 2017 related to the reorganization initiated by the Company to better align the segment for future growth.
Capital Expenditures
Capital expenditures are dependent on the timing of success-based projects. The increase in capital expenditures of $2.2 million in 2018 is primarily due to additional capital spend for OnX projects in the Cloud practice compared to 2017.




33

Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

Revenue
The following table illustrates our revenue by market: Consumer, Business and Carrier. Our products within each market have been classified as either Strategic, Legacy or Integration.

Corporate
    Year ended December 31,
(dollars in millions)2015 2014 2013
Revenue:     
 Consumer     
  Strategic     
   Data$72.7
 $48.4
 $29.7
   Voice19.7
 17.7
 14.9
   Video94.8
 73.9
 53.1
   Services and other3.7
 4.0
 4.1
    190.9
 144.0
 101.8
  Legacy     
   Data49.5
 58.5
 59.9
   Voice86.1
 101.1
 122.7
   Services and other6.7
 7.7
 8.2
    142.3
 167.3
 190.8
  Integration     
   Services and other7.7
 11.2
 6.0
 Total consumer revenue$340.9
 $322.5
 $298.6
         
 Business     
  Strategic     
   Data$89.6
 $83.6
 $74.1
   Voice42.5
 35.9
 31.8
   Video1.8
 1.6
 1.5
   Services and other3.2
 3.8
 5.7
    137.1
 124.9
 113.1
  Legacy     
   Data23.2
 27.6
 31.3
   Voice123.6
 134.2
 144.7
   Services and other1.3
 1.2
 2.2
    148.1
 163.0
 178.2
  Integration     
   Services and other2.6
 4.7
 6.7
 Total business revenue$287.8
 $292.6
 $298.0
         
 Carrier     
  Strategic     
   Data$37.7
 $41.6
 $37.7
  Legacy     
   Data50.1
 49.9
 53.2
   Voice20.0
 24.6
 28.1
   Services and other7.2
 9.5
 9.2
    77.3
 84.0
 90.5
 Total carrier revenue115.0
 125.6
 128.2
         
Total Entertainment and Communications revenue$743.7
 $740.7
 $724.8
Corporate is comprised primarily of general and administrative costs that have not been allocated to the business segments and transaction and integration costs related to acquisition transactions. Corporate costs totaled $37.2 million in 2018, $36.0 million in 2017 and $18.7 million in 2016.

34Corporate costs increased by $1.2 million in 2018 compared to 2017 primarily due to higher transaction and integration costs of $4.0 million compared to 2017 partially offset by lower payroll related costs. Corporate costs increased in 2017 primarily due to higher transaction and integration costs of $18.5 million.

Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

Consumer
Consumer market revenue has increased each of the previous two years due to Fioptics growth offsetting legacy access line and DSL subscriber loss. Our Fioptics internet subscriber base increased 35% and average revenue per user ("ARPU") was up 14% in 2015. During 2014, the Fioptics internet subscriber base increased 33% with ARPU growing 19%. Fioptics video subscribers increased 27% and 25% in 2015 and 2014, respectively, in addition to a 1% and 7% increase in ARPU. Video ARPU growth rates decelerated in 2015 as a result of increased promotional pricing due to increased competition.
The Company continues to lose access and long distance lines as a result of, among other factors, customers electing to solely use wireless service in lieu of traditional local wireline service and customers electing other service providers. The Company also continues to experience DSL subscriber loss as a result of customers migrating to Fioptics or an alternative internet provider, particularly in areas that have not been upgraded to Fioptics.
Integration revenue increased in 2014 primarily due to $5.7 million of revenue generated through an agreement to sell Verizon wireless product and services at our retail locations. Revenue from selling these products totaled $3.1 million in 2015. We discontinued the sale of Verizon handsets at our retail locations effective January 31, 2016.
Business
Data revenue from our business customers has increased as customers migrate from our legacy product offerings. Voice revenue declined $6.4 million in 2014 and $4.0 million in 2015 as the growth in VoIP lines continues to mitigate legacy voice line loss and the migration of certain customers to national providers. In total, business voice lines were consistent during 2014 and decreased 1% in 2015. In addition, service and other revenue has declined each year primarily due to lower maintenance and service center revenue.
Carrier
Carrier revenue declined in 2015 primarily due to no longer providing backhaul services to our discontinued wireless operations. The declines were partially offset by $4.7 million of one-time revenue associated with the construction of small cell site locations completed in 2015. In addition, switched access revenue decreased in 2015 and 2014 in part due to FCC mandated reductions of terminating switched access rates. These declines are expected to continue in 2016.
Operating costs and expenses
Cost of services and products has increased primarily due to higher programming costs of $17.4 million and $14.1 million in 2015 and 2014, respectively. These increases are the result of the growing number of Fioptics video subscribers combined with higher programming rates. Costs associated with selling Verizon handsets and accessories totaled $2.8 million in 2015 and $4.3 million in 2014. In 2014, operating tax expenses increased by $6.6 million due to an increase in Universal Service Fund ("USF") taxes and property taxes. These increases were partially offset by a decline in payroll related costs due to lower pension and post-retirement expense. In 2015, rent expense increased $2.7 million as a result of signing a new lease in the second half of 2014 for additional floor space at our corporate headquarters. Network and materials costs increased in 2014 and 2015 as we continue to accelerate our fiber investment.
SG&A expenses were up in 2015 primarily as a result of increased costs absorbed from shutting down our wireless operations and accelerating the build-out of Fioptics. Retail center costs and the additions to our sales force increased costs $7.1 million in 2015. In addition, marketing and advertising costs increased $1.6 million compared to 2014 as we increased our Fioptics promotional efforts. During the second quarter of 2015, we incurred a one-time charge related to our excess pension benefit plan totaling $3.8 million. The remaining increase was primarily due to increased payroll benefits. SG&A expenses increased in 2014 compared to 2013 due to software development costs and consulting fees totaling $3.8 million associated with outsourcing certain IT functions. Payroll related costs were up $1.8 million in 2014 as we prepared for the acceleration of our fiber investments. These increases were offset by lower advertising, bad debt and other miscellaneous expenses.
Restructuring charges in 2015 were primarily related to employee severance as we continue to identify opportunities to integrate the business markets within each of our segments. The reversal of restructuring charges in 2014 was due to re-occupying certain office space previously vacated. In 2013, restructuring charges included employee separation costs of $4.6 million, lease abandonment charges of $3.9 million and contract termination charges of $0.6 million.
Impairment charges totaling $4.6 million in 2014 were recorded for the abandonment of an internal use software project.


35

Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Capital Expenditures
(dollars in millions) 2015 2014 2013
Fioptics capital expenditures      
   Construction $86.5
 $50.0
 $45.6
   Installation 50.2
 24.3
 25.3
   Other 42.8
 18.8
 8.6
Total Fioptics 179.5
 93.1
 79.5
       
Other strategic 44.4
 26.9
 35.1
Maintenance 45.6
 43.7
 48.0
Total capital expenditures $269.5
 $163.7
 $162.6
Capital expenditures are incurred to expand our Fioptics product suite, upgrade and increase capacity for our networks, and to maintain our fiber and copper networks. During 2015, 2014 and 2013, we passed 97,000, 59,000 and 71,000 addresses with Fioptics, respectively. As of December 31, 2015, the Company is able to provide its Fioptics services to 432,000 residential and business addresses, or 53% of our operating territory. Fioptics installation costs increased in 2015 due to increased Fioptics internet and video activations combined with upgrading set-top boxes and wireless modems. Other Fioptics related costs include costs to expand core network capacity and for enhancements to the customer experience.
Other strategic capital expenditures are for success-based fiber builds for business and carrier projects.








36

Table of Contents
Form 10-K Part IICincinnati Bell Inc.

IT Services and Hardware
The IT Services and Hardware segment provides a full range of managed IT solutions, including managed infrastructure services, telephony and IT equipment sales, and professional IT staffing services. These services and products are provided through the Company's subsidiaries in various geographic areas throughout the United States, Canada and United Kingdom. By offering a full range of equipment and outsourced services in conjunction with the Company’s fiber and copper networks, the IT Services and Hardware segment provides end-to-end IT and telecommunications infrastructure management designed to reduce cost and mitigate risk while optimizing performance for its customers.
     $ Change % Change   $ Change % Change 
(dollars in millions)2015 2014 2015 vs. 2014 2015 vs. 2014 2013 2014 vs. 2013 2014 vs. 2013 
Revenue$435.4
 $433.0
 $2.4
 1 % $344.1
 $88.9
 26% 
Operating costs and expenses:              
Cost of services and products345.2
 350.0
 (4.8) (1)% 279.8
 70.2
 25% 
Selling, general and administrative54.0
 51.5
 2.5
 5 % 44.6
 6.9
 15% 
Depreciation and amortization12.3
 11.7
 0.6
 5 % 10.5
 1.2
 11% 
Restructuring charges2.8
 
 2.8
 n/m
 0.7
 (0.7) n/m
 
Loss on sale or disposal of assets0.5
 
 0.5
 n/m
 
 
 n/m
 
Total operating costs and expenses414.8
 413.2
 1.6
 0 % 335.6
 77.6
 23% 
Operating income$20.6
 $19.8
 $0.8
 4 % $8.5
 $11.3
 n/m
 
Operating margin4.7% 4.6%   0.1
pts2.5%   2.1
pts
Capital expenditures$14.0
 $11.9
 $2.1
 18 % $10.6
 $1.3
 12% 
Revenue
The following IT services and hardware products have either been classified as strategic or integration:

  Year ended December 31,
(dollars in millions) 2015 2014 2013
Strategic business revenue      
   Professional services $90.4
 $70.2
 $63.9
   Management and monitoring 31.0
 24.8
 19.2
   Unified communications 27.1
 22.9
 18.6
   Cloud services 30.9
 20.8
 16.4
Total strategic business revenue 179.4
 138.7
 118.1
       
Integration business revenue      
   Professional services 15.1
 16.4
 11.7
   Management and monitoring 
 0.4
 0.4
   Unified communications 10.7
 12.2
 13.0
   Telecom and IT hardware 230.2
 265.3
 200.9
Total integration business revenue 256.0
 294.3
 226.0
Total IT Services and Hardware revenue $435.4
 $433.0
 $344.1
We continue to generate revenue growth across all of our strategic products. During 2015 and 2014, our professional services group increased billable headcount and utilization with our existing customer base. In 2013, our professional service group began designing an infrastructure that enables secure, efficient access to data, internet, and shared and cloud applications of our customers' intellectual property. This new service generated an additional $6.3 million in 2015 and $2.5 million of revenue in 2014. Professional services revenue totaling $3.4 million in 2015 also includes one-time charges for the design and build of a new customer's managed service infrastructure.

37

Table of Contents
Form 10-K Part IICincinnati Bell Inc.

The growth in management and monitoring, unified communications and cloud services has primarily been driven by the increase in devices monitored, voice profiles and virtual machines within our current customer base. Additionally, there were new significant contracts signed in 2015 and 2014 with enterprise customers and revenue growth from an existing statewide unified communications engagement with a government entity.
Integration revenue is primarily driven by the volume of Telecom and IT hardware sales reflecting the cyclical fluctuation in capital spending by our enterprise customers, which may be influenced by many factors, including the timing of customers' capital spend, the size of their capital budgets, and general economic conditions.
Operating Costs and Expenses
Cost of services and products is primarily impacted by changes in Telecom and IT hardware sales and headcount related costs. In 2015, costs of Telecom and IT hardware sales decreased $32.0 million compared to 2014. These costs increased $52.6 million in 2014 as related to 2013. In both periods, payroll and contractor costs increased to support the growth of our strategic products.
Selling, general and administrative expenses also increased during both periods due to increased payroll and headcount related costs to support strategic revenue growth.
Restructuring charges during 2015 consisted of employee severance and project related costs for the integration of each segment's business markets and the discontinuation of our advanced cyber-security product offering in the first quarter of 2015. We also abandoned office space in Canada that is no longer in use.
Capital Expenditures
Capital expenditures have increased due to higher spending on equipment to support the growth of our strategic products.

38

Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Corporate
Corporate is comprised primarily of general and administrative costs that have not been allocated to the business segments. Corporate costs totaled $22.5 million in 2015, $21.8 million in 2014 and $58.1 million in 2013.
Corporate costs increased by $0.7 million in 2015 compared to the prior year, driven largely by $1.7 million in additional stock-based compensation expense as a result of changes in our stock price and additional restructuring charges. These increases were partially offset by lower legal expenses. Corporate costs decreased by $36.3 million in 2014 compared to the prior year, driven largely by the $42.6 million of transaction related compensation payments recorded in 2013 as a result of the successful IPO of CyrusOne. Restructuring charges were down $3.6 million in 2014 due primarily to severance and consulting fees incurred during 2013 associated with a workforce optimization initiative. The decrease was partially offset by $4.5 million in additional stock-based compensation expense as a result of changes in our stock price. Employee related costs were also up in 2014 as a result of increased healthcare, disability and insurance costs.


39

Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Financial Condition, Liquidity, and Capital Resources

Capital Investment, Resources and Liquidity

Short-term view

Our primary source of cash is generated by operations. In 2015, 20142018, 2017 and 2013,2016, we generated $110.9$214.7 million, $175.2$203.4 million and $78.8$173.1 million, respectively, of cash flows from operations. In 20152017 and 2014,2016, proceeds from the monetization of our CyrusOne investment totaled $643.9$140.7 million and $355.9$189.7 million, respectively. The Company also received cash totaling $194.4 million from the sale of its wireless spectrum licenses in 2014. Dividends of $22.2 million, $28.4$1.1 million and $21.3$7.4 million were received from our investment in CyrusOne in 2015, 20142017 and 2013,2016, respectively.

OurThe Company’s primary uses of cash are for capital expenditures and debt service. In 2015, 2014 and 2013, capital expenditures were $283.6 million, $182.3 million and $196.9 million, respectively. Capital expenditures were higher in 2015 primarily due to an $86.4 million increase in expenditures for expanding Fioptics coverage. Based on the continued demand for our fiber-based products and IT solutions, we expect 2016 total capital expenditures to range between $265 - $275 million. In 2015, 2014 and 2013, debt repayments were $531.7 million, $376.5 million and $530.8 million, respectively. In 2015, the Company redeemed $300.0 million of the outstanding 8 3/4% Senior Subordinated Notes due 2018, $182.7 million of the outstanding 8 3/8% Senior Notes due 2020, $13.7 million of the outstanding 7 1/4% Notes due 2023 and $5.8 million of the outstanding CBT Notes.
Interest payments were $108.5 million, $153.1 million and $179.5 million in 2015, 2014 and 2013, respectively. Interest payments have declined as we have primarily used cash proceeds from the monetization of our CyrusOne investment and sale of wireless spectrum licenses to repay debt. The decrease from 2013 to 2014 was also due to the extinguishment of the 8 1/4% Senior Notes due 2017 in October 2013, partially offset by interest on the Tranche B term loan facility. Our contractual debt maturities in 2016, including capital lease obligations, are $13.8 million and associated contractual interest payments are expected to be approximately $75 million.

To a lesser extent, cash is also used to fund our pension obligations, retiree medical obligations, and pay preferred stock dividends,dividends. In 2017 and repurchase shares2018, cash was also utilized to fund merger and acquisition activity.

Capital expenditures increased in 2018 compared to 2017 by $10.1 million. An increase in expenditures of common stock when$42.7 million in 2018 related to investments made by Hawaiian Telcom, and was offset by a $35.0 million reduction in expenditures by the stockEntertainment and Communications segment in Cincinnati due to lower construction and installation capital expenditures. Capital expenditures decreased in 2017 compared to 2016 by $75.9 million primarily due to passing fewer addresses with Fioptics as well as completing fewer installations.

In July 2018, the Company completed the acquisition of Hawaiian Telcom. Net proceeds received from the $350 million 8% Senior Notes in the fourth quarter of 2017, combined with a draw on the Credit and Receivable Facilities in the third quarter of 2018, were utilized to finance in part the cash portion of the merger agreement and the payoff of the Hawaiian Telcom debt of $314.7 million. In the fourth quarter of 2017, net proceeds totaling $577.0 million related to the issuance of the Tranche B Term Loan due 2024 were used to repay the remaining $315.8 million outstanding principal amount of the Tranche B Term Loan due 2020, as well as the related accrued interest. The remaining proceeds of the Tranche B Term Loan due 2024 were used to fund the acquisition of OnX that closed in October, 2017. The proceeds covered the purchase price, offers an attractive valuation. Cash contributions to our qualified pension plans$77.6 million for repayment of outstanding debt, and associated transaction costs.
Interest payments were $10.3$131.7 million, $19.7$65.7 million and $42.1$71.1 million in 2015, 20142018, 2017 and 2013,2016, respectively. ThereInterest payments have increased due to additional debt incurred to fund the acquisitions completed in 2018 and 2017, respectively. Additionally, payments in 2018 included $3.5 million of accrued interest related to Hawaiian Telcom. Our contractual debt maturities in 2019, including capital lease obligations and other financing arrangements, are no cash contributions required$21.0 million and associated contractual interest payments are expected to our qualified pension plans for 2016. Dividends paid on preferred stock were $10.4 million in each of 2015, 2014 and 2013. We do not currently pay dividends on our common shares, nor do we plan to pay dividends on such shares in 2016. No common shares were repurchased in 2015, 2014 or 2013. As of December 31, 2015, management has authority to repurchase additional common shares with a value of up to $129.2 million under the most recent plan approved by the Board of Directors. This plan does not have a stated maturity date. Management may purchase additional shares in the future to the extent that it is not limited by restrictions in the Corporate Credit Agreement, cash is available, and management believes the share price offers an attractive value.be approximately $130 million.

As of December 31, 2015,2018, we had $272.7$206.5 million of short-term liquidity, comprised of $7.4$15.4 million of cash and cash equivalents, $175.0$182.0 million of undrawn capacity on our CorporateRevolving Credit Agreement's revolving credit facilityFacility and $90.3$9.1 million available under the Receivables Facility. The Receivables Facility permits maximum borrowings of up to $120.0 million and is subject to annual renewal. As of December 31, 2015, the Company had $17.6 million of borrowings and $6.3 million of letters of credit outstanding under the Receivables Facility on a borrowing capacity of $114.2 million. While we expect to continue to renew this facility, we would be required to use cash, our CorporateRevolving Credit Agreement,Facility, or other sources to repay any outstanding balance on the Receivables Facility if it was not renewed.

The Company believes that its cash on hand, cash generated from operations and available funding under its credit facilities will be adequate to meet its cash requirements for the next 12 months.

Long-term view, including debt covenants
40
As of December 31, 2018, the Company had $1.9 billion of outstanding indebtedness and an accumulated deficit of $2.7 billion. In addition to the uses of cash described in the Short-term view section above, the Company has to satisfy its long-term debt obligations. The Company has no significant debt maturities until 2024. In addition, we have ongoing obligations to fund our qualified pension plans. Funding requirements for future years are uncertain and will significantly depend on changes in future actuarial assumptions. It is also possible that we will use a portion of our cash flows generated from operations for common share repurchases or de-leveraging in the future, including discretionary, opportunistic repurchases of debt prior to the scheduled maturities.

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Form 10-K Part II Cincinnati Bell Inc.

Long-term view, including debt covenants

In the fourth quarter of 2017, the Company entered into a new Credit Agreement (the "Credit Agreement") and terminated the existing Corporate Credit Agreement. The Credit Agreement has financial covenants that require the Company to maintain certain leverage and interest coverage ratios. As of December 31, 2015, the Company had $1.2 billion2018, these ratios and limitations include a maximum consolidated secured total leverage ratio of outstanding indebtedness3.50 to 1.00 and an accumulated deficita minimum consolidated interest coverage ratio of $2.8 billion. A significant amount of indebtedness was previously incurred from the purchase and operation of a national broadband business, which was sold in 2003. In addition1.50 to 1.00. See Note 8 to the uses of cash describedaccompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data” for further details regarding our outstanding debt and other financing arrangements, including certain information about maturities, covenants and restrictions related to such debt and financing arrangements. The agreements and instruments governing our debt and financing arrangements are complicated and you should consult such agreements and instruments which are filed with the Short-term view section above, the Company has to satisfy the above-mentioned long-term debt obligations. The Company has no significant debt maturities until 2020. Contractual debt maturities, including capital leases, are $13.8 million in 2016, $10.6 million in 2017, $27.0 million in 2018, $9.2 million in 2019, $987.4 million in 2020 and $199.3 million thereafter. In addition, we have ongoing obligations to fund our qualified pension plans. Based on current legislation and current actuarial assumptions, we are not required to make any contributions to our qualified pension plans in 2016. Funding requirementsSEC for subsequent years are uncertain and will significantly depend on future actuarial assumption changes. It is also possible that we will use a portion of our cash flows generated from operations for de-leveraging in the future, including discretionary, opportunistic repurchases of debt prior to the scheduled maturities.more detailed information.

As of December 31, 2015, the fair value of our ownership interest in CyrusOne was $257.9 million. We intend to sell down the Company's ownership interest in CyrusOne and use the proceeds to manage our debt and for other general corporate purposes. Our amended Corporate Credit Agreement obligates us to use 85% of the proceeds towards debt repayments, subject to the terms and conditions within the amended agreement.
On November 20, 2012, the Company entered into a new Corporate Credit Agreement which provided for a $200.0 million revolving credit facility, with a sublimit of $30.0 million for letters of credit and a $25.0 million sublimit for swingline loans. In the fourth quarter of 2014, the Company amended and restated its Corporate Credit Agreement to, among other things, modify certain financial covenants governing leverage ratios and capital expenditures. Effective with the sale of our 16.0 million partnership units to CyrusOne, Inc. on June 25, 2014 for $355.9 million, the amount available under the Corporate Credit Agreement's revolving credit facility was reduced to $150.0 million. The Company entered into an Incremental Assumption Agreement to the Company's existing Corporate Credit Agreement on April 6, 2015. Effective with the sale of 14.3 million CyrusOne LP operating partnership units on April 7, 2015, the aggregate available borrowings on the Corporate Credit Agreement's revolving credit facility increased to $175.0 million for the remainder of the term. The Corporate Credit Agreement's revolving credit facility has a maturity date of July 15, 2017. Borrowings under the Corporate Credit Agreement will be used to provide ongoing working capital and for other general corporate purposes of the Company. The Corporate Credit Agreement contains financial covenants that require us to maintain certain leverage and interest coverage ratios and limits our capital expenditures on an annual basis. Capital expenditures are permitted subject to predetermined annual thresholds which are not to exceed $626.4 million in the aggregate over the next three years. The facility also has certain covenants, which, among other things, limit our ability to incur additional debt or liens, pay dividends, sell, transfer, lease, or dispose of assets, and make certain investments or merge with another company. If the Company was to violate any of its covenants and was unable to obtain a waiver, it would be considered in default. If the Company was in default under its Corporate Credit Agreement, no additional borrowings under the credit facility would be available until the default was waived or cured. As of December 31, 2015,2018, the Company was in compliance with the Corporate Credit Agreement covenants.covenants and ratios.

The Company’s most restrictive covenants are generally included in its Corporate Credit Agreement. In order to continue to have access to the amounts available to it under the Corporate Credit Agreement, the Company must remain in compliance with all covenants. The following table presents the calculation of the most restrictive debt covenant, the Consolidated Senior Secured Leverage Ratio, as of and for the year ended December 31, 2015:
(dollars in millions) 
Consolidated Senior Secured Leverage Ratio2.64
Maximum ratio permitted for compliance3.50
Consolidated Senior Secured Funded Indebtedness additional availability$251.4
Consolidated EBITDA clearance over compliance threshold$71.8
Definitions and components of this calculation are detailed in our credit agreement and can be found in the Company's Form 8-K filed on September 10, 2013.

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Form 10-K Part IICincinnati Bell Inc.

The Company's ability to make restricted payments, which include share repurchases and common stock dividends, is limited to a total of $15 million because its Consolidated Total Leverage Ratio, as defined in the Corporate Credit Agreement, exceeds 3.50 to 1.00 as of December 31, 2015. The Company may make restricted payments of $45 million annually when the Consolidated Total Leverage Ratio is less than or equal to 3.50 to 1.00. There are no limits on restricted payments when the Consolidated Total Leverage Ratio is less than or equal to 3.00 to 1.00. These restricted payment limitations do not impact the Company's ability to make regularly scheduled dividend payments on its 6 3/4% Cumulative Convertible Preferred Stock. Furthermore, the Company may make restricted payments in the form of share repurchases or dividends up to 15% of CyrusOne proceeds, subject to a $35 million annual cap with carryovers.Indentures

The Corporate Credit Agreement was also modified to provide that the Tranche B Term Loan participates in mandatory prepayments subject to the terms and conditions (including with respect to payment priority) set forth in the restated Corporate Credit Agreement. In addition, the Corporate Credit Agreement provides that 85% of proceeds from a CyrusOne monetization are applied to mandatory prepayments under the restated Corporate Credit Agreement, subject to the terms and conditions set forth therein. Other revisions were also affected pursuant to the amended agreement, including with respect to financial covenant compliance levels.

Public Bond Indentures

The Company’s public debt, which includes the 8 3/8% Senior Notes due 2020, containsare governed by indentures which contain covenants that, among other things, limit the Company’s ability to incur additional debt or liens, pay dividends or make other restricted payments, sell, transfer, lease, or dispose of assets and make investments or merge with another company. The Company is in compliance with all of its public debt indentures as of December 31, 2015.2018.

One of the financial covenants permits the issuance of additional indebtedness up to a 4:00 to 1:00 Consolidated Adjusted Senior Debt to EBITDA Ratio (as defined by the individual indentures). Once the Company exceeds this ratio, the Company is not in default under the terms of the indentures; however, additional indebtedness may only be incurred in specified permitted baskets, including a basket which allows $900 million of total Corporate Credit Agreement debt (Revolver and Term Loans). We also have baskets for capital lease incurrences, borrowings against the Receivables Facility, refinancings of existing debt, and other debt incurrences. In addition, the Company's ability to make restricted payments, which include share repurchases, repayment of subordinated notes and common stock dividends, would be limited to specific allowances. As of December 31, 2015, the Company was below the 4:00 to 1:00 Consolidated Adjusted Senior Debt to EBITDA ratio, and the Company has access to the restricted payments basket which exceeded $950 million as of December 31, 2015.
Management believes that cash on hand, operating cash flows, its CorporateRevolving Credit AgreementFacility and its Receivables Facility, and the expectation that the Company will continue to have access to capital markets to refinance debt and other obligations as they mature and come due, should allow the Company to meet its cash requirements for the foreseeable future.

Cash Flows

Cash flows from operating activities

Cash provided by operating activities during 20152018 was $110.9$214.7 million, a decreasean increase of $64.3$11.3 million compared to 2014.2017. The decreaseincrease is primarily due to the Company using $28.0contributions from recent acquisitions, lower restructuring payments of $13.0 million of cash in 2015 for shutting down wireless operations compared to the wireless business generating $28.2 million of cash from operations in 2014. The remaining decrease is due to higher usage of2017, and improved working capital, primarily associated with the growth of our strategic products.capital. These decreasesincreases were partially offset by a $44.6 million decline inincreased interest payments of $66.0 million and pensionincreased payments for transaction and postretirement payments being $10.8integrations costs of $24.8 million lower than 2014.in 2018 compared to 2017.

Cash provided by operating activities during 20142017 was $175.2$203.4 million, an increase of $96.4$30.3 million compared to 2013. This2016. The increase was largely drivenis primarily due to favorable changes in working capital combined with $13.0 million of operating cash flow generated by a decreasethe OnX acquisition. These increases in pensionoperating cash flow were partially offset by increased payments for restructuring and postretirementseverance payments and transaction costs of $30.8$29.4 million and a decrease$16.1 million, respectively.

Cash flows from investing activities
Cash used by investing activities totaled $437.4 million in cash interest payments2018, an increase of $26.4$200.6 million compared to the prior year, primarily due to the acquisition of Hawaiian Telcom. In 2017, cash used for the acquisition of OnX was partially offset by cash provided by the sale of our remaining 2.8 million shares of CyrusOne Inc.

Cash used by investing activities totaled $236.8 million in 2017, an increase of $141.3 million compared to the prior year, primarily due to the acquisitions of OnX and SunTel. In addition, during the first quarter of 2017, we sold our remaining 2.8 million shares of CyrusOne Inc. common stock for net proceeds totaling $140.7 million. In 2016, proceeds from the sale of our investment in CyrusOne totaled $189.7 million. These increases in cash used by investing activities in 2017 were partially offset by a $75.9 million decrease in capital expenditures as a result of passing fewer doors with Fioptics in 2017 as compared to the prior year.

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Form 10-K Part IICincinnati Bell Inc.

Cash flows from financing activities

Cash used in financing activities was $158.1 million in 2018. In 2018, the Company borrowed $194.6 million on the Credit Facility and the Receivables Facility. Proceeds were used to partially fund the cash portion of the acquisition of Hawaiian Telcom. This increase in cash flow was offset by the repayment of debt of $328.7 million in 2018, which included the payoff of the Hawaiian Telcom debt of $314.7 million.

Cash provided by financing activities was $420.2 million in 2017. In the fourth quarter of 2017, the Company terminated its existing Corporate Credit Agreement and entered into a new Credit Agreement that provides for a seven-year $600 million Tranche B Term Loan due 2024 with proceeds totaling $593 million, net of discounts, and a $200 million Revolving Credit Facility. Also in the fourth quarter of 2017, CB Escrow Corp., an Ohio corporation and wholly owned subsidiary of Cincinnati Bell Inc., closed the private offering of $350 million aggregate principal amount of 8% Senior Notes at par. The proceeds of the note issuance were deposited into an escrow account and subsequently utilized at the time of closing of the acquisition of Hawaiian Telcom. Debt repayments totaling $403.0 million related to the repayment of the remaining $315.8 million outstanding principal amount of the Tranche B Term Loan due 2020, including the related accrued and unpaid interest, as well as $77.6 million paid for OnX outstanding debt at the time of acquisition. Debt issuance costs paid totaled $19.1 million for the year. In addition, the increase isCompany repaid $89.5 million on the Receivables Facility in 2017.

Cash used by financing activities was $75.3 million in 2016. The Company issued $625.0 million of 7% Senior Notes at a $10.0 million premium. Debt repayments totaling $759.3 million were primarily due to the paymentrepayment of $42.6$478.5 million of transaction related compensationthe outstanding 8 3/8% Senior Notes due 2020 at an average rate of 103.328%, $212.1 million of the outstanding Tranche B Term Loan, $40.8 million of the outstanding Cincinnati Bell Telephone Notes at an average rate of 92.232% and $4.0 million of the outstanding 7 1/4% Senior Notes due 2023 at an average rate of 100.750%. In 2016, the Company repurchased 0.2 million common shares for $4.8 million. Debt issuance costs totaled $11.1 million for the year. In addition, the Company borrowed $71.9 million on the Receivables Facility in 2013.2016 and proceeds from the exercise of options totaled $3.8 million.

Dividends paid on preferred stock totaled $10.4 million in each of 2018, 2017 and 2016.
Future Operating Trends
Entertainment and Communications
We continue to mitigate the revenue decline experienced with our legacy products with increases in revenue of our fiber-based products. In addition, the merger with Hawaiian Telcom has allowed us to build scale and fiber density to help capitalize on the growing demands for speeds that only a fiber network can provide. We expect the desire by customers for increased speeds will only continue as evidenced by the fact that more than 50% of Cincinnati’s internet customers subscribe to speeds greater than 100 megabits, compared to 2 years ago when only 20% subscribed to such speeds.
During 2019, we expect continued competition for internet, voice and video services as the cable competitor in the Cincinnati market continues to target areas where we have copper and fiber to the node. Due to this competition, as well as customers migrating to obtaining video programming over broadband Internet connections, we expect to see a decline in video subscribers and FTTN internet subscribers. In the Hawaii market, we also expect continued competition for internet, voice and video services as the cable competitor has increased advertising subsequent to the acquisition of Hawaiian Telcom. In 2019, we plan to invest between $100 million and $115 million for Consumer/SMB Fiber, including construction, installation and value-added services. Our focus for 2019 in both the Cincinnati and Hawaii markets is to identify opportunities to expand our FTTP footprint to residential and commercial addresses with the highest return profile, increase penetration, and drive operational efficiencies. We will take a FTTP internet-based focus due to the increased relevance of this product and the high return profile that it provides.
For our enterprise fiber customers, we expect to continue to see a migration from legacy products and copper-based technology to higher bandwidth fiber solutions, as evidenced by the 16% increase in Ethernet Bandwidth in Cincinnati in 2018 compared to 2017.
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Form 10-K Part IICincinnati Bell Inc.

IT Services and Hardware
The Company's strategy for future growth is to diversify the geographies in which it operates. As a part of executing this strategy, in February 2017 the Company completed the acquisition of SunTel, a regional provider of network security, data connectivity, and unified communications solutions based in Troy, Michigan, and in October 2017 completed the acquisition of OnX, with locations throughout the U.S., Canada and Europe. The expectation is that these acquisitions will provide future growth opportunities in the IT Services and Hardware segment by providing additional geographies to operate within, and an expanded customer base in which to sell our products and services. In addition, the acquisitions can create synergies and opportunities for cost savings.
In 2019, the Company will focus on infiltrating our customer base with our full stack of products from simple hardware sales through managed voice and software defined network management, creating contractual recurring revenue streams. We expect budget constraints by certain customers will continue to put pressure on our revenue and operating income in the future, increasing the need to diversify. In addition, as more customers migrate to the public cloud, we will see declines in the demand for Infrastructure products. However, this trend can provide an opportunity in the form of consulting as we have IT professionals that can develop the strategy to guide customers through this migration.
Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

Cash flows from investing activities

Cash flows provided by investing activities were $383.2 million in 2015, a decrease of $9.4 million compared to the prior year. The decrease in 2015 was driven by a $101.3 million increase in capital expenditures, primarily related to the acceleration of our fiber investment, and the $194.4 million of cash proceeds received on the sale of wireless spectrum licenses in the third quarter of 2014. These decreases were offset by a $288.0 million increase in the cash proceeds from the sale of the Company's CyrusOne investment in 2015 compared to the proceeds received in 2014. Dividends received from CyrusOne were down $6.2 million compared to the prior year.

Cash flows provided by investing activities were $392.6 million in 2014 compared to cash used by investing activities of $185.4 million in 2013. The increase in 2014 compared to the prior year is primarily due to the $355.9 million of cash proceeds received on the sale of the Company's CyrusOne investment, in addition to cash proceeds totaling $194.4 million that were received as a result of the completed wireless spectrum license sale. The deconsolidation of CyrusOne in 2013 increased cash used in investing activities by $19.5 million for the period January 1, 2013 through January 23, 2013. Excluding CyrusOne, capital expenditures in 2014 were down $6.9 million from the prior year largely due to a decreased investment in the wireless network. Dividends received from CyrusOne were up $7.1 million compared to 2013.

Proceeds from the sale of assets were $1.0 million in 2015 and $2.0 million in 2014 and 2013, respectively. Other cash used in investing activities totaled $0.3 million and $5.8 million in 2015 and 2014, respectively, and are the result of two equity method investments.

Cash flows from financing activities

Cash flows used by financing activities were $544.6 million in 2015. Debt repayments totaling $531.7 million were primarily due to the redemption of $300.0 million of the outstanding 8 3/4% Senior Subordinated Notes due 2018 at 102.188%, the redemption of $182.7 million of the outstanding 8 3/8% Senior Notes due 2020 at an average rate of 105.543% and the redemption of $13.7 million of the outstanding 7 1/4% Notes due 2023 at 99.853% in the fourth quarter. In addition, $5.8 million of the outstanding CBT Notes were redeemed at an average rate of 90.840% in the fourth quarter. In 2015, we repaid $1.6 million of the outstanding balances on the Corporate Credit Agreement and Receivables Facility.
Cash flows used by financing activities were $514.5 million in 2014. Debt repayments totaling $376.5 million were primarily due to the redemption of $325.0 million of the outstanding 8 3/4% Senior Subordinated Notes due 2018 at 104.375% and the $22.7 million repayment of the outstanding 8 3/8% Senior Note due 2020 at par. In addition, cash proceeds from the sale of the wireless spectrum licenses were used to repay $127.0 million on the Corporate Credit Agreement and Receivables Facility.

Cash flows provided by financing activities were $87.6 million in 2013. The Company received $529.8 million in net proceeds from the Tranche B Term Loan on September 10, 2013. In 2013, the Company also had net borrowings of $54.2 million under its Receivables Facility and $40.0 million under its Corporate Credit Agreement. We also received cash proceeds of $7.1 million from the exercise of stock options and warrants. Proceeds of the Tranche B Term Loan were used to redeem all of the Company's $500.0 million 8 1/4% Senior Notes on October 15, 2013 at a redemption price of 104.125%.

Dividends paid on preferred stock totaled $10.4 million in 2015, 2014 and 2013.

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Form 10-K Part IICincinnati Bell Inc.

Future Operating Trends
Entertainment and Communications
For the second consecutive year, we generated year-over-year Entertainment and Communications revenue growth as demand for Fioptics and fiber-based products more than offset revenue declines from our legacy products. During 2015, we invested $223.9 million in our strategic Entertainment and Communications products and revenue from these products increased 18%, totaling $365.7 million for the year.
The Company's primary strategic product for residential customers is Fioptics, which is available to 432,000 addresses or approximately 53% of Greater Cincinnati. In 2015, we invested $86.5 million to pass 97,000 homes with Fioptics and capital expenditures related to customer installations totaled $50.2 million. In addition, we invested $42.8 million to enhance the user experience as well as upgrade the network core and related equipment to support increased subscriber growth. Fioptics revenue totaled $190.8 million in 2015, up 34% compared to the prior year as demand for the product remains strong. Our Fioptics high-speed subscribers increased by 35% from a year ago, totaling 153,700 as of December 31, 2015. Fioptics video subscribers totaled 114,400 at year-end, up 25% from 2014.
During 2016, we expect to encounter continued competition related to providing data, voice and video services as demand for faster data speeds continues to increase. In 2016, we plan to invest approximately $160 million in Fioptics, including construction, installation and value-added services. Our goal is to pass an additional 70,000 addresses during the year. In addition, in March 2016 we are launching our "MyTV" service, which gives consumers the ability to tailor content packages to their specific interests and simultaneously maximize the value of their monthly subscriptions.
Strategic revenue from business customers totaled $137.1 million (including $10.0 million from Fioptics), up 10% from a year ago. Strategic revenue from carrier customers totaled $37.7 million, up 5% compared to the prior year after excluding revenue from services provided to our discontinued wireless business. For our business and carrier customers, strategic products include: high-speed internet and data transport, audio conferencing, as well as VoIP and other broadband services, including private line and MPLS. In 2015, we invested $44.4 million in capital expenditures for fiber builds, which bring measurable deal driven returns from our business customers. The Company has connected approximately 7,500 business buildings with fiber-based services (also referred to as a lit building), including more than 630 multi-tenant units (MTU's) lit with fiber, expanding the fiber network to more than 8,100 route miles. We also provide cell site back-haul services to more than 70% of the 1,100 cell sites in-market, of which approximately 500 are lit with fiber. We expect to continue to light additional MTU's and towers with fiber during 2016 to address customer demand.
In 2016, including our Fioptics capital expenditures, we expect to invest approximately $210 to $220 million in our strategic products, and believe the growth in our strategic product revenue will continue to more than offset the decline from our legacy products, which include local voice, DSL, long distance and low-bandwidth data transport services. Revenue from legacy products totaled $367.7 million in 2015, down 11% compared to the prior year due to a 14% loss of legacy voice lines and a 6% loss of long distance lines as wireless substitution continues. DSL subscribers also decreased in 2015, and the trend is expected to continue as customers switch to higher speed services, such as our Fioptics product.
IT Services and Hardware

Revenue for strategic IT services was $179.4 million in 2015, up 29%, driven by higher customer demand for professional services and managed service offerings such as management and monitoring, unified communications and cloud services. Our goal is to generate similar growth rates in 2016 in addition to exploring alternatives to increase the scale of our IT services and Hardware segment. We will continue to foster ongoing relationships with our customers, and we are also focused on enhancing our presence with small and mid-size businesses located in and around Greater Cincinnati. As we successfully migrate customers from legacy solutions onto our fiber network, our results indicate we are able to increase average revenue per customer once this transition occurs.
Demand for Telecom and IT hardware is cyclical in nature. That is, in periods of fiscal restraint, a customer may defer these capital purchases and, instead, use its existing equipment for a longer period of time. Consequently, Telecom and IT Hardware sales in 2016 are somewhat dependent on the business economy and outlook in 2016.

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Form 10-K Part IICincinnati Bell Inc.

Contractual Obligations
The following table summarizes our contractual obligations as of December 31, 20152018 and includes contractual obligations associated with discontinued operations::
 Payments due by Period Payments due by Period
(dollars in millions) Total < 1 Year 1-3 Years 3-5 Years Thereafter Total < 1 Year 1-3 Years 3-5 Years Thereafter
Long-term debt, excluding capital leases (1) $1,179.7
 $5.9
 $28.6
 $990.2
 $155.0
Long-term debt, excluding capital leases and other financing arrangements (1) $1,878.3
 $6.0
 $188.6
 $52.3
 $1,631.4
Capital leases (2) 67.6
 7.9
 9.0
 6.4
 44.3
 73.9
 13.4
 17.6
 8.8
 34.1
Interest payments on long-term debt, capital leases, and other financing arrangements (3) 453.0
 76.2
 149.9
 139.7
 87.2
Interest payments on long-term debt and capital leases (3) 770.0
 126.6
 246.6
 232.5
 164.3
Non-cancellable operating lease obligations 37.0
 3.9
 6.3
 4.8
 22.0
 58.5
 10.9
 15.5
 8.4
 23.7
Purchase obligations (4) 165.6
 140.7
 24.3
 0.6
 
 157.1
 157.1
 
 
 
Pension and postretirement benefits obligations (5) 67.6
 12.4
 17.0
 21.0
 17.2
 89.1
 17.0
 19.8
 27.8
 24.5
Unrecognized tax benefits (6) 27.6
 
 
 
 27.6
 22.0
 
 
 
 22.0
Other liabilities (7) 28.1
 12.1
 2.8
 1.0
 12.2
 117.4
 18.3
 8.4
 13.2
 77.5
Total $2,026.2
 $259.1
 $237.9
 $1,163.7
 $365.5
 $3,166.3
 $349.3
 $496.5
 $343.0
 $1,977.5
(1)Long-term debt excludesExcludes net unamortized discounts and premiums.
  
(2)Includes capital lease obligations and the associated asset retirement obligations primarily related to wireless towers and vehicles, network equipment used in the deployment of our fiber network.network, and wireless towers assumed from our discontinued operations.
  
(3)Interest payments on both fixed and variable rate long-term debt, capital leases, and other financing arrangements assumingAssumes no early payment of debt in future periods. The interest rate applied on variable rate borrowings is the rate in effect as of December 31, 2015.2018.
  
(4)Purchase obligations primarily consist ofIncludes amounts under open purchase orders and open blanket purchase orders for purchases of network, IT and telephony equipment, and other goods; contractual obligations for services such as software maintenance and outsourced services; and other purchase commitments.
  
(5)Included in pension and postretirement benefit obligations areIncludes payments for postretirement benefits, qualified pension plans, non-qualified pension planCincinnati and Hawaii Pension and Postretirement Plans as well as other employee retirement agreements. Amounts for 20162019 include approximately $10$11 million expected to be contributed for postretirement benefits. Although the Company expects to continue operating the plans past 2016,2019, its contractual obligation related to postretirement obligations only extends through 2016.2019. Amounts for 20162019 through 20232026 include approximately $38$57 million of estimated cash contributions to itsthe qualified pension plans, but no contributions are expected to be made until 2018.plans. Expected qualified pension plan contributions are based on current plan design, legislation and current actuarial assumptions. Any changes in plan design, legislation or actuarial assumptions may also affect the expected contribution amount.
  
(6)Includes the portion of liabilities related to unrecognized tax benefits. If the timing of payments cannot be reasonably estimated for unrecognized tax benefits, these liabilities are included in the "Thereafter" column of the table above.
  
(7)Includes contractual obligations primarily related to restructuring and employee severance reserves, asset removal obligations, long-term disability obligations, workers compensation liabilities, liabilities related to the pole license agreement obligation, a deferred vendor rebate, and long-term incentive plan obligations.other financing arrangements.
The contractual obligations table is presented as of December 31, 20152018. The amount of these obligations can be expected to change over time as new contracts are initiated and existing contracts are completed, terminated, or modified.

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Form 10-K Part II Cincinnati Bell Inc.

Contingencies
We are subject to various lawsuits, actions, proceedings, claims and other matters asserted under laws and regulations in the normal course of business. We believe that the amounts provided in our consolidated financial statements, as prescribed by generally accepted accounting principles are adequate in light of the those contingencies that are probable and estimable contingencies.able to be estimated. However, there can be no assurances that the actual amounts required to satisfy alleged liabilities from various legal proceedings, claims, tax examinations, and other matters, including the matters discussed below, and to comply with applicable laws and regulations, will not exceed the amounts reflected in our consolidated financial statements. As such, costs, if any, that may be incurred in excess of those amounts provided as of December 31, 2015,2018, cannot be reasonably determined.
Based on information currently available, consultation with counsel, available insurance coverage and established reserves, management believes that the eventual outcome of all outstanding claims will not, individually or in the aggregate, have a material effect on the Company's financial position, results of operations or cash flows.
Off-Balance Sheet Arrangements
Indemnifications
During the normal course of business, the Company makes certain indemnities, commitments, and guarantees under which it may be required to make payments in relation to certain transactions. These include: (a) intellectual property indemnities to customers in connection with the use, sale, and/or license of products and services, (b) indemnities to customers in connection with losses incurred while performing services on their premises, (c) indemnities to vendors and service providers pertaining to claims based on negligence or willful misconduct, (d) indemnities involving the representations and warranties in certain contracts, and (e) outstanding letters of credit which totaled $6.3$8.2 million as of December 31, 20152018. In addition, the Company has made contractual commitments to several employees providing for payments upon the occurrence of certain prescribed events. The majority of these indemnities, commitments, and guarantees do not provide for any limitation on the maximum potential for future payments.

Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. Application of these principles requires management to make estimates or judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates or judgments. Certain accounting policies inherently have a greater reliance on the use of estimates, and, as such, have a greater possibility of producing results that could be materially different than originally reported.
Our most significant accounting policies are presented in Note 1 to the consolidated financial statements. Management views critical accounting policies to be those policies that are highly dependent on subjective or complex judgments, estimates or assumptions, and where changes in those estimates and assumptions could have a significant impact on the consolidated financial statements. We have discussed our most critical accounting policies, judgments and estimates with our Audit and Finance Committee.
The discussion below addresses major judgments used in:
 revenue recognition;
accounting for allowances for uncollectible accounts receivable;
reviewing the carrying value of goodwill;business combinations;
   
 reviewing the carrying values of long-lived assets;
accounting for discontinued operations;goodwill;
   
 accounting for income taxes; and
   
 accounting for pension and postretirement expenses.

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Form 10-K Part II Cincinnati Bell Inc.

Revenue RecognitionBusiness CombinationsIn accounting for business combinations, we apply the accounting requirements of FASB ASC 805, “Business Combinations,” which requires the recording of net assets of acquired businesses at fair value. The Company adheresutilizes management estimates and an independent third-party valuation firm to revenue recognition principles describedassist in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic ("ASC") 605, "Revenue Recognition." Under ASC 605, revenue is recognized when there is persuasive evidencedetermining the fair values of acquired assets and assumed liabilities. In developing estimates of the fair value of net assets, the Company analyzes a sale arrangement, delivery has occurred or services have been rendered,variety of factors including market data, estimated future cash flows of the sales price isacquired operations, industry growth rates, current replacement cost for fixed or determinable,assets, and collectability is reasonably assured.
Withmarket rate assumptions for contractual obligations. Such a valuation requires management to make significant estimates and assumptions, particularly with respect to arrangements with multiple deliverables, we determine whether more than one unit of accounting exists in an arrangement. To the extent that the deliverables are separable into multiple units of accounting, total consideration is allocated to the individual units of accounting based on their relative fair value determined by the price of each deliverable when it is regularly sold on a stand-alone basis. Revenue is recognized for each unit of accounting as delivered, or as service is performed, depending on the nature of the deliverable comprising the unit of accounting.
Entertainment and Communications — Revenues from local telephone, data transport, internet products and video services, which are billed monthly prior to performance of service, are not recognized upon billing or cash receipt but rather are deferred until the service is provided. Long distance, switched access and video usage pay-per-view are billed monthly in arrears. Entertainment and Communications bills service revenue in regular monthly cycles, which are spread throughout the days of the month. As the last day of each billing cycle rarely coincides with the end of the reporting period for usage-based services such as long distance and switched access, we must estimate service revenues earned but not yet billed. Our estimates are based upon historical usage, and we adjust these estimates during the period in which actual usage is determinable, typically in the following reporting period.
Initial billings for Entertainment and Communications service connection and activation are deferred and amortized into revenue on a straight-line basis over the average customer life. The associated connection and activation costs, to the extent of the upfront fees, are also deferred and amortized on a straight-line basis over the average customer life.
Pricing of local voice services is generally subject to oversight by both state and federal regulatory commissions. Such regulation also covers services, competition and other public policy issues. Various regulatory rulings and interpretations could result in increases or decreases to revenue in future periods.
IT Services and Hardware — Services are generally recognized as the service is provided. Maintenance on telephony equipment is deferred and recognized ratably over the term of the underlying customer contract, generally one to three years.
Equipment revenue is recognized upon the completion of our contractual obligations, such as delivery or customer acceptance. Installation service revenue is generally recognized when installation is complete. We sell equipment and installation services on both a combined and standalone basis.
intangible assets. The Company reports in its consolidated financial statements provisional amounts for the items for which accounting is a reseller of IT and telephony equipment. For these transactions, we considerincomplete. Goodwill is adjusted for any changes to provisional amounts made within the gross versus net revenue recording criteria of ASC 605. Based on this criteria, these equipment revenues and associated costs have generally been recorded on a gross basis, rather than recording the revenues net of the associated costs. Vendor rebates are earned on certain equipment sales. When the rebate is earned and the amount is determinable, we recognize the rebate as an offset to cost of products sold.
Discontinued Operations — Postpaid wireless and reciprocal compensation were billed monthly in arrears. Wireless billed service revenue in regular monthly cycles, which were spread throughout the days of the month. As the last day of each billing cycle rarely coincided with the end of the reporting period for usage-based services such as postpaid wireless, we estimated service revenues earned but not yet billed. Our estimates were based upon historical usage, and we adjusted these estimates during the period in which actual usage is determinable, typically in the following reportingmeasurement period.
Revenue from prepaid wireless service, which was collected in advance, was not recognized upon billing or cash receipt, but rather deferred until the service was provided.
Wireless handset revenue and the related activation revenue were recognized when the products were delivered to and accepted by the customer, as this is considered to be a separate earnings process from the sale of wireless services. Wireless equipment costs were also recognized upon handset sale and were generally in excess of the related handset and activation revenue. Termination fees were recognized as revenue to the extent collection was deemed reasonably assured.

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Form 10-K Part IICincinnati Bell Inc.

Accounting for Allowances for Uncollectible Accounts Receivable — The allowance for uncollectible accounts is determined using historical percentages of credit losses applied to outstanding aged receivables, as well as specific provisions for certain identifiable, potentially uncollectible balances. Management believes its allowance for uncollectible accounts represents a reasonable estimate of future credit losses. However, if one or more of our larger customers were to default on its accounts receivable obligations, or if general economic conditions in our operating area deteriorated, our future credit losses could exceed the amount recognized in the allowance for uncollectible accounts receivable. Most of our outstanding accounts receivable balances are with companies located within our geographic operating areas. As of December 31, 2015 and 2014, receivables with one large customer, GE, comprised 22% and 26%, respectively, of the Company's total accounts receivable. Our Entertainment and Communications and IT Services and Hardware comprise 93% and 7% of the allowance for uncollectible accounts receivable as of December 31, 2015, respectively.
Reviewing the Carrying ValueValues of Goodwill — The Company adheres to the amended guidance under ASC 350-20 in testing goodwill for impairment. Under this revised guidance, the Company has the option of performing a qualitative assessment for impairment prior to performing the quantitative tests. A quantitative analysis was performed in 2018 and 2016 and a qualitative analysis was performed in 2015 and 2014.2017. The Company performs impairment testing of goodwill on an annual basis or when events or changes in circumstances indicate that an asset may be impaired. We perform our annual impairment tests in the fourth quarter when our five-year plan is updated.
Management estimates the fair value of each reporting unit using a combination of valuation methods, including both income-based and market-based methods. The income-based approach utilizes a discounted cash flow model using projected cash flows derived from the five-year plan, adjusted to reflect market participants' assumptions. Expected future cash flows are discounted at the weighted average cost of capital applying a market participant approach. The market-based approach utilizes earnings multiples from comparable publicly-traded companies. No goodwill impairment losses were recognized in 2015, 20142018, 2017 or 2013.2016.
Changes in certain assumptions could have a significant impact on the impairment tests for goodwill. The most critical assumptions are projected future growth rates, operating margins, capital expenditures, terminal values, and discount rate selection.selection and market multiples. These assumptions are subject to change as the Company's long-term plans and strategies are updated each year.
Reviewing the Carrying Values As of Long-Lived Assets — Depreciation of our Entertainment and Communications telephone plant is determined onDecember 31, 2018, each reporting unit had a straight-line basis using the group depreciation method. Depreciation of other property, except for leasehold improvements, is based on the straight-line method over the estimated economic useful life. Depreciation of leasehold improvements is based on a straight-line method over the lesser of the economic useful life or term of the lease, including option renewal periods if renewal of the lease is reasonably assured. Repair and maintenance expense items are charged to expense as incurred.
The useful lives of plant and equipment are estimated in order to determine the amount of depreciation expense to be recorded during any reporting period. The majority of Entertainment and Communications' plant and equipment is depreciated using the group method, which develops a depreciation rate annually based on the average useful life of a specific group of assets rather than for each individual asset as would be utilized under the unit method. Such estimated life of the group is based on historical experience with similar assets, as well as taking into account anticipated technological or other changes.
If technological changes were to occur more rapidly than anticipated, the useful lives assigned to these assets may need to be shortened, resultingfair value that exceeded it's carrying value in the recognition of increased depreciation expense in future periods. Likewise, if the anticipated technological or other changes occur more slowly than expected, the life of the group could be extended based on the life assigned to new assets added to the group. This could result in a reduction of depreciation expense in future periods. Competition from new or more cost effective technologies could affect our ability to generate cash flow from our network-based services. This competition could ultimately result in angoodwill impairment of certain of our tangible or intangible assets and have a substantial impact on our future operating results. A one-year change in the useful life of these assets would increase or decrease annual depreciation expense by approximately $28 million.test.
In the fourth quarter of 2015, we reduced the estimated remaining useful life of our copper plant from 15 years to 7 years as customers are increasingly migrating to fiber-based service offerings from those previously provided by our copper network. As a result of the change in estimate, Entertainment and Communications' depreciation and amortization expense is expected to increase approximately $7 million in 2016.

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Form 10-K Part IICincinnati Bell Inc.

Management reviews the carrying value of long-lived assets, other than goodwill discussed above, when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the estimated future undiscounted cash flows expected to result from the use of an asset (or group of assets) and its eventual disposition is less than its carrying amount. An impairment loss is measured as the amount by which the asset’s carrying value exceeds its estimated fair value. Long-lived intangible assets are amortized based on the estimated economic value generated by the asset in future years.
In the fourth quarter of 2014, an impairment loss of $4.6 million was incurred by the Entertainment and Communications segment to account for an abandoned internal use software project.
Accounting for Discontinued Operations - In accounting for discontinued operations, we follow ASC 205-20, "Presentation of Financial Statements - Discontinued Operations," which requires the recording of the results of operations of a component of an entity that either has been disposed of or is classified as held for sale would be reported as a discontinued operation in the financial statements of the Company.
In the first quarter of 2015, the closing of our wireless operations represented a strategic shift in our business. Therefore, certain wireless assets, liabilities and results of operations are reported as discontinued operations in our consolidated financial statements. Accordingly, the Company has recast its prior period results to be comparable with the current discontinued operations presentation with the exception of the Consolidated Statements of Comprehensive Income, Consolidated Statements of Shareowners' Deficit and Consolidated Statements of Cash Flows. See Footnote 1 and Footnote 3 for additional disclosures.
Accounting for Income Taxes — The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction as well as various foreign, state and local jurisdictions. The Company’s previous tax filings are subject to normal reviews by regulatory agencies until the related statute of limitations expires. With a few exceptions, the Company is no longer subject to U.S. federal, state or local examinations for years prior to 2012.2015.
The Company has net operating loss carryforwards at the federal, state, local and foreign levels. Federal tax loss carryforwards are available to offset taxable income in current and future periods. The majority of theseFederal tax loss carryforwards of $125.6 million will expire in 2023 and are not currently limited under U.S. tax laws. The ultimate realization of the deferred income tax assets depends upon our ability to generate future taxable income during the periods in which basis differences and other deductions become deductible and prior to the expiration of the net operating loss carryforwards. Based on current income levels and anticipated future reversal of existing temporary differences, management expects to fully utilize its federal net operating loss carryforwards within their expiration periods. However, realization of certain state, local and foreign net operating losses, as well as other deferred tax assets, is not certain.certain as changes in our current estimates, due to unanticipated market conditions, governmental legislative actions or events, could have a material effect on our ability to utilize deferred tax assets.
A valuation allowance of $58.4$58.2 million and $64.4$45.5 million has been recognized as of December 31, 20152018 and 2014,2017, respectively. While the valuation allowance is primarily against state, local, and foreign net operating losses, it also includes $10.2$15.3 million of allowancesagainst non-deductible interest and $6.7 million against Texas margin credits which effective with CyrusOne's IPO on January 24, 2013, are unlikely to be realized before their expiration date. In 2015, we reduced the valuation allowance by $2.6 million for expiring net operating losses and state rate changes.realized.
As of December 31, 20152018 and 2014,2017, the liability for unrecognized tax benefits was $27.6$22.0 million and $27.1$22.2 million, respectively. The liability is representative of governmental authorities' interpretation of tax law differing from the Company's interpretation. As of December 31, 2015,2018, the amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $27.3$21.9 million. Accrued interest related to unrecognized tax benefits is recognized in interest expense.
Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Accounting for Pension and Postretirement Expenses — In accounting for pension and postretirement expenses, we apply ASC 715, "Compensation — Retirement Benefits." A liability has been recognized on the Consolidated Balance Sheets for the unfunded status of the pension and postretirement plans. Actuarial gains (losses) and prior service costs (benefits) that arise during the period are recognized as a component of accumulated"Accumulated other comprehensive lossloss" on the Consolidated Balance Sheets.
The Company sponsors three noncontributory defined benefit pension plans: oneplans for eligible management employees, one for non-management employees, and one supplemental, nonqualified, unfunded plan for certain former senior executives. We also provide healthcare and group life insurance benefits for eligible retirees. The measurement date for our pension and postretirement obligations is as of December 31. When changes to the plans occur during interim periods, management reviews the changes and determines if a remeasurement is necessary.


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Form 10-K Part IICincinnati Bell Inc.

Pension plan amendments were approved in May 2013, and the Company remeasured the associated pension obligations. As a result of the pension plan amendment, the Company recorded a curtailment gain of $0.6 million and a $10.3 million reduction to the associated pension obligations in the second quarter of 2013. Also, in August 2013, the Company approved several amendments to the postretirement plan that required a remeasurement of the associated benefit obligations. As a result, the Company recorded a $26.1 million reduction to the postretirement liability in the third quarter of 2013. No amendments to the plan were proposed in 2014. During the second quarter of 2015, the bargained pension plan was amended to eliminate all future pension credits and transition benefits. As a result, the Company recognized a curtailment loss of $0.3 million in the three months ended June 30, 2015 and remeasured the associated pension obligation. This remeasurement resulted in a decrease of the pension liability by $1.7 million.made during 2018 or 2017.
The measurement of our pension and postretirement projected benefit obligations involves significant assumptions and estimates. Each time we remeasure our projected benefit obligations, we reassess the significant assumptions and estimates. The actuarial assumptions attempt to anticipate future events and are used in calculating the expenses and liabilities related to these plans. The most significant of these numerous assumptions, which are reviewed annually, include the discount rate expected long-term rate of return on plan assets and healthcare cost trend rates.
Discount rate
A discount rate is used to measure the present value of projected benefit obligations. The discount rate for each plan is individually calculated based upon the timing of expected future benefit payments. Our discount rates are derived based upon a yield curve developed to reflect yields available on high-quality corporate bonds as of the measurement date. As of December 31, 20152018 and 2014,2017, the average discount rate used to value the Cincinnati pension plans was 3.80%4.20% and 3.40%3.60%, respectively, while the average discount rate used to value the Cincinnati postretirement plans was 3.70%4.30% and 3.40%3.60%, respectively. As of December 31, 2018, the average discount rate used to value the Hawaii pension plans was 4.20%, while the average rate used to value the Hawaii postretirement plans was 4.40%. Higher rates of interest available on high-quality corporate bonds drove the increase in the discount rates in 2015.2018.
Expected rate of return
The expected long-term rate of return on plan assets, developed using the building block approach, is based on the mix of investments held directly by the plans and the current view of expected future returns, which is influenced by historical averages. The required use of an expected versus actual long-term rate of return on plan assets may result in recognized pension expense or income that is greater or less than the actual returns of those plan assets in any given year. Over time, however, the expected long-term returns are designed to approximate the actual long-term returns. As of December 31, 20152018 and 2014,2017, the estimated long-term rate of return on the Cincinnati pension plan assets was 7.75%7.00% and 7.25%, respectively. As of December 31, 2018, the estimated long-term rate of return on the Hawaii pension plan assets was 7.00%. The long-term rate of return on the Cincinnati and Hawaii post-retirement plan assets was estimated to be zero in bothfor the disclosed periods as these plans have minimal assets with a low rate of return. Actual asset returns for the Cincinnati pension trusts was a losswere losses of 2%7.92% in 20152018 and gains of 12%20% in 2014 and 16%2017. Actual asset returns for the Hawaii pension trusts were losses of 4.44% in 2013.2018. In our pension calculations, we utilized the market-related value of plan assets, which is a calculated asset value that recognizes changes in asset fair values in a systematic and consistent manner. Differences between actual and expected returns are recognized in the market-related value of plan assets over five years.
Healthcare cost trend
Our healthcare cost trend rate is developed based on historical cost data, the near-term outlook and an assessment of likely long-term trends. As of both December 31, 20152018 and 2014,2017, the healthcare cost trend rate used to measure the Cincinnati postretirement health benefit obligationobligations was 6.5%. As of December 31, 2015,2018, the healthcare cost trend rate used to measure the Hawaii postretirement health benefit obligations was 6.8%. As of December 31, 2018, the healthcare cost trend rate is assumed to decrease gradually to 4.5% and 5.0% by the year 2020.2023 and 2026 for the Cincinnati and Hawaii plans, respectively.
The actuarial assumptions used may differ materially from actual results due to the changing market and economic conditions and other changes. Revisions to and variations from these estimates would impact liabilities, equity, cash flow costsand other components of servicespension and products and selling, general and administrative expenses.postretirement benefit plans expense.

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Form 10-K Part II Cincinnati Bell Inc.

The following table represents the sensitivity of changes in certain assumptions related to the Cincinnati pension and postretirement plans as of December 31, 2015:2018:
    Pension Benefits Postretirement and Other Benefits
    (Decrease)/ (Decrease)/ (Decrease)/ (Decrease)/
  % Point Increase in Increase in Increase in Increase in
(dollars in millions) Change Obligation Expense Obligation Expense
Discount rate +/- 0.5% ($25.3)22.8)/$25.322.8 ($0.8)1.5)/$0.81.5 ($3.9)3.2)/$4.33.5 ($0.1)/$0.10.2
Expected return on assets +/- 0.5% n/a ($1.8)/$1.9/($1.9)1.8 n/a ($0)/$0.1/($0.1)0
Healthcare cost trend rate +/- 1.0% n/a n/a ($1.7)/$4.2/($3.8)1.8 $0.2/($0.1)/$0.1
The following table represents the sensitivity of changes in certain assumptions related to the Hawaii pension and postretirement plans as of December 31, 2018:
Pension BenefitsPostretirement and Other Benefits
(Decrease)/(Decrease)/(Decrease)/(Decrease)/
% PointIncrease inIncrease inIncrease inIncrease in
(dollars in millions)ChangeObligationExpenseObligationExpense
Discount rate+/- 0.5%($5.8)/$6.3($0.5)/$0.5($2.5)/$2.8($0)/$0.1
Expected return on assets+/- 0.5%n/a($0.7)/$0.7n/an/a
Healthcare cost trend rate+/- 1.0%n/an/an/an/a
At December 31, 20152018 and 2014,2017, unrecognized actuarial net losses were $312.1$234.0 million and $332.4$248.1 million, respectively. The unrecognized net losses have been primarily generated by differences between assumed and actual rates of return on invested assets, changes in discount rates and healthcare costs. Because gains and losses reflect refinements in estimates, as well as real changes in economic values, and because some gains in one period may be offset by losses in another or vice versa, we are not required to recognize these gains and losses in the periods that they occur. Instead, if the gains and losses exceed a 10% corridor defined in the accounting literature, we amortize the excess over the average expected future working lifetime of active plan participants for the Cincinnati and Hawaii pension and bargained postretirement plans (approximately 9-13 years)8-12 years and 8 years, respectively) and average life expectancy of retirees for the Cincinnati and Hawaii management postretirement planplans (approximately 17 years)15 years and 21 years, respectively). The accumulated gains or losses associated with the Hawaii plans do not exceed the corridor requiring amortization in 2018.
Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Regulatory Matters and Competitive Trends
Federal- The Telecommunications Act of 1996 (the "Act""1996 Act") was enacted with the goal of establishing a pro-competitive, deregulatory framework to promote competition and investment in advanced telecommunications facilities and services to all Americans. From 1996 to 2008, federal regulators considered a multitude of proceedings ostensibly aimed at promoting competition and deregulation. Although the 1996 Act called for a deregulatory framework, the Federal Communications Commission’s ("FCC”) approach has beenFCC continued to maintain significant regulatory restraints on the traditional incumbent local exchange carriers (“ILECs”)ILECs while increasing opportunities for new competitive entrants and new services by applying minimal regulation. Since 2009 federal regulators have devoted considerable attention to initiatives aimed at promoting investment in, and adoption of, advanced telecommunications services, particularly broadband Internet access services. In addition, more recently,Simultaneously, the FCC has been focusing on effortsadopting measures that it believes willwould promote competition, consumer protection,protect consumers, reform universal service, and enhance public safety and national security. Since January 2017 the FCC has focused on eliminating burdensome and unnecessary regulations that impede broadband investment. We expect this trend to continue and we will monitor the changing regulatory environment for any potential impacts, particularly on the following proceedings.
The financial impact of the various federal proceedings depends on many factors including the extent of competition, the timing of the FCC's decisions and the outcome of any appeals of those decisions.
Universal Service
The federal Universal Service Fund ("USF") is funded via an assessment on the interstate end-user revenue of all telecommunications carriers and interconnected VoIP providers. The assessment is used to support high cost, low income, rural healthcare, and schoolschools and librarylibraries programs.
In October 2011, the FCC adopted new rules (Report and Order in WC Docket No. 10-90, FCC 11-161, the "Order") aimed at controlling the size of the high-cost portion of the fund and transitioning it from supporting legacy circuit-switched networks to broadband. The OrderThese rules capped the high-cost fund and established a framework for transitioning support to the new Connect America Fund ("CAF") to bring broadband to unserved areas. Phase I reforms froze existing high-cost support and provided a mechanism for distributing additional support for qualifying price cap companies. Hawaiian Telcom received $1.4 million in Phase I support and has completed its Phase I buildout. Under Phase II, $1.8 billion of annual support iswas made available to expand broadband in unserved areas served by price cap ILECs. In August 2015, price cap ILECs, which had the right of first refusal, accepted over $1.5 billion of the annual Phase II support whichthat was available to them. The remaining support will eventually be distributed via a competitive bidding process. Carriers accepting the Phase II support commitment will have the funds available for a six-year period. CBTCincinnati Bell Telephone (“CBT”) accepted $2.2approximately $2 million in annual Phase II support beginning in 2015 in exchange for a commitment to expand broadband to 6,339 Kentucky locations and 745 Ohio locations by the end of 2020. Hawaiian Telcom accepted $4.4 million to build to 11,081 locations in Hawaii over the six-year award period. A separate funding mechanism for rate-of-return companies was finalized in 2016.


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Form 10-K Part IICincinnati Bell Inc.

During 2013,In August 2018, bidding concluded in the FCC took several stepsFCC’s Connect America Fund Phase II auction. Under this reverse auction up to reform the low income$2 billion in support program adopted in 2012 in orderover a 10-year period was available to control the cost of this portionexpand fixed broadband service into additional unserved high-cost areas of the fund. The reforms, aimed primarily at eliminating waste, fraudcountry. There were 103 winning bidders and abusethe total amount of support that will be provided to these bidders over the 10-year term is $1.5 billion. Winning bidders must build out their broadband networks within the winning geographic areas (specific census block groups covering 713,176 locations in 45 states) within the Lifeline program require participating carriers to access the National Lifeline Accountability Database before enrolling any new Lifeline subscribers. Although CBT remains a Lifeline provider its Lifeline subscriber base has dropped to less than 5,000 due to the stricter recertification requirements and customer migration to wireless Lifeline providers.
During 2014, the FCC adopted two orders reforming the Schools and Libraries componentfirst six years of the Universal Service Fund. The first order adoptedsupport term. Cincinnati Bell and Hawaiian Telcom were both winning bidders. As a plan for phasing outresult, Cincinnati Bell will receive $1.1 million to extend its broadband service to 342 unserved locations and Hawaiian Telcom will receive $18.1 million to build to 3,936 unserved locations. It is uncertain at this time when the Phase II auction support for voice services and allotted $1 billion per yeardistributions for the next two years for funding Wi-Fi and other services to provide connectivity within schools and libraries. The second order, adopted in late 2014, increased the cap on the Schools and Libraries fund to $3.9 billion per year. These decisions may result in changes in the mix of services that schools and libraries purchase from the Company andwinning bidders will increase the USF assessment on carriers to pay for the increased funding levels. However, because the assessments are generally fully passed on to consumers, the increased assessment should be neutral for the Company.begin.

Intercarrier Compensation
In October 2011, in conjunction with its reform of the USF high cost support program, the FCC adopted comprehensive reforms to the switched access and reciprocal compensation rules whichthat govern the means by which carriers compensate one another for use of their networks. The end point of the reforms is a bill-and-keep system under which all per-minute intercarrier charges are eliminated.
Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Terminating switched access and reciprocal compensation rates are beingwere phased out over a six-year period concludingthat concluded in 2018 for price cap carriers including CBT and other price cap carriers.Hawaiian Telcom. The plan establishescontains a mechanism wherebythat enables ILECs are permitted to recover some of the lost revenue from increased end-user charges.charges, which CBT and Hawaiian Telcom have utilized to the fullest extent possible. The transition and recovery mechanism for originating access and transport rates has not yet been established by the FCC. However, during 2018 the FCC released its proposal for transitioning originating access charges for 8XX calls to bill and keep. Although the public comment period on this proposal has concluded, the FCC has not yet issued a decision. The Company is monitoring this proceeding, but will not know the full impact of these reforms foruntil the Company primarily falls on CBT and the reforms increase each year during the six-year transitionFCC adopts final rules, particularly as it relates to bill-and-keep. The Company's terminating switched access and reciprocal compensation revenue subject to these rules was estimated to be less than $7 million in total at the beginning of the transition and will be phased out to zero at the end of the transition. The potentialany recovery mechanism to offset these losses via increased end-user charges primarily depends on competitive conditions in the ILEC operating area.proposed rate reductions.
Special AccessAccess/Business Data Services
In 2005, the FCC opened a proceeding to review the current special accessits Special Access (aka Business Data Services or "BDS") pricing rules. Under the existing rules in effect at that time, special access services arewere subject to price cap regulation with no earnings cap, and ILECs are entitled tohad pricing flexibility in certain metropolitan statistical areas served by a sufficient number of competitors. The special access review proceeding examines the entire special access pricing structure, including whether or not to reinstate an earnings cap and whether the pricing flexibility rules should be modified. During 2012, the FCC suspended the grant of any new pricing flexibility requests and issued a mandatory data request. Responses to the data request were provided in the first quarter of 20152015.
In April 2017, the FCC adopted a Report and Order finding that the market for all packet-based services, Ethernet services, TDM services above the DS3 level, and DS1 and DS3 transport services is competitive in all geographic markets and should no longer be subject to price regulation. Price regulation of TDM services of DS3 or below terminating to end users depends upon the competitive status of the county in which the service is provided. The FCC designated counties as competitive or non-competitive for these TDM end user services based upon historical data submitted by providers and purchasers of BDS in response to a mandatory data request issued in 2012 and supplemented with cable broadband deployment data submitted by providers in the FCC’s semi-annual broadband deployment report. Price regulation will be eliminated for these TDM end user services in competitive counties. In non-competitive counties price regulation will continue, although carriers are still being analyzedpermitted to offer contract tariffs and volume and term discounts. The Order requires all price cap companies to remove all competitive BDS services from their tariffs by August 2020. The list of competitive and non-competitive counties released by the FCC in May 2017 designated all but two of the counties in the Company’s CBT ILEC territory as competitive, and participating parties. The impact and timingin Hawaii four of any action bythe five counties were deemed competitive. In November 2017, Hawaiian Telcom filed an application with the FCC resultingto discontinue offering BDS services in Kalawao County (the non-competitive county). This application was granted in January 2018 and Hawaiian Telcom subsequently filed to detariff all BDS services statewide. At this time, CBT’s BDS services remain under tariffs, but those BDS services offered in the competitive counties will be detariffed prior to the 2020 deadline. Nearly all of the Company’s current special access revenue is derived from this reviewthe competitive counties. In August 2018, the US Court of Appeals for the Eighth Circuit vacated and remanded the ex ante deregulation of DS1 and DS3 transport services. As a result, the FCC has opened another proceeding to consider whether to deregulate these TDM transport services. The Company does not anticipate any impact as a result of the Court’s decision pending the FCC’s new examination of the issue.
Unbundled Network Elements
Under rules adopted pursuant to the Telecommunications Act of 1996, ILECs have been required to unbundle the components of their network and provide the unbundled network elements ("UNE's") to requesting competitive local exchange carriers at cost-based rates set by state public utility commissions in the 1990’s. In May 2018, the USTelecom Association (“USTA”) filed a petition with the FCC seeking forbearance from the unbundling rules for all ILECs. The FCC is still uncertain.required to rule on the petition within 15 months, or, if it fails to issue a decision by that time, the petition is automatically deemed granted. If granted, the forbearance would positively impact the Company’s ILEC operations while its competitive carrier operations could potentially see increased prices for facilities currently purchased from other ILECs, and may be forced to find other suppliers or deploy its own facilities in areas where it would be cost effective to do so. The Company is exploring the options available to it should the petition be granted and will pursue the most cost effective solution which would likely involve a combination of approaches. USTA has proposed to the FCC that if the forbearance petition is granted, UNE’s should remain available until February 2021, so that carriers have ample time to transition to alternative arrangements.
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IP Transition
In late 2013, the FCC opened a proceeding to explore how to transition from the legacy circuit-switched Time-division Multiplexing (“TDM”)TDM networks to Internet Protocol (“IP”) networks. Examination of the myriad of technical, legal and policy issues surrounding the IP transition moved to the forefront during 2014, and is likely to receive increasing prominence on the FCC’s agenda over the next several years. Duringduring 2015 and 2016 the FCC adopted several orders imposing additional requirements on service providers requiring additional disclosuresseeking to consumers when new technologies are usedtransition their networks from copper to provide voice service and making it more burdensome for ILECs to retire copper facilities. Additional rulesfiber. However, during the second quarter of 2017, the FCC may adoptopened several proceedings aimed at removing barriers to wireline and wireless broadband deployment and proposed reversing several of the additional requirements imposed in 2015 and 2016. Following this proceeding include setting parametersreview, in November 2017 the FCC revised its rules to streamline the ILEC copper retirement process and the approval process for how carriers mustdiscontinuing legacy TDM service to speed the transition from legacy copper-based TDM services to IP-based networksIP services. It also reformed the pole attachment rules to make it easier for providers to attach equipment necessary for next-generation networks. In 2018 the FCC adopted additional changes aimed at streamlining the pole attachment process and preempting state and local processes considered to be detrimental to broadband deployment, particularly the positive and/or negative consequencessmall cells that will be used for virtually all providers of TDM5G networks. The 2018 orders have been challenged by many parties and IP-based services.have not yet taken effect. The Company does not anticipate any significant financial impact due to these proceedings.
Broadband Internet Access/Net Neutrality
In an order adopted in 2005, the FCC provided wireline carriers the option of offering broadband Internet access as a non-regulated information service (comparable treatment to cable modem Internet access at that time) or as a regulated telecommunications service. In 2007, CBT and Hawaiian Telcom elected the non-regulated information service designation for its broadband Internet access service. The FCC also ruled that wireless broadband service iswas a non-regulated information service, placing it on the same regulatory footing as other broadband services such as cable modem service and wireline DSL service.

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In conjunction with the adoption of the 2005 wireline broadband Internet access order, the FCC adopted a policy statement intended to ensure that broadband networks are widely deployed, open, affordable, and accessible to all consumers. In April 2010, the D.C. Circuit Court of Appeals issued an opinion finding that an FCC enforcement action regarding Comcast's network management practices exceeded the FCC's authority, causing the FCC to reassess its approach to crafting net neutrality rules. In December 2010, the FCC adopted net neutrality rules that required broadband providers to publicly disclose network management practices, restricted them from blocking Internet content and applications, and prohibited fixed broadband providers from engaging in unreasonable discrimination in transmitting traffic. In January 2014, the D.C. Circuit Court of Appeals vacated the net neutrality order’s anti-blocking and anti-discrimination requirements finding that they were akin to common carrier regulation. However, the Court upheld the transparency and disclosure requirements and found that the FCC has general authority under Section 706 of the Communications Act to promulgate rules to encourage broadband deployment. In response to the Court’s decision, the FCC adopted new rules in February 2015 under which it reclassified broadband Internet access as a telecommunications service under Title II of the Communications Act. Although the FCC at this time decided to forbear from applying many of the traditional common carrier regulations to the reclassified broadband Internet access service, the potential for more onerous utility-style regulation (for example, rate regulation) adds uncertainty regarding the ultimate regulatory treatment of broadband Internet access service. Thethese new rules adopted by the SEC in February 2015 have beenwere appealed by numerous parties, and a decision fromin June 2016 the D.C. Circuit Court of Appeals is expectedupheld the FCC’s new rules in their entirety. In November 2016, the first half ofFCC adopted an order establishing broadband privacy and security requirements for Internet service providers using its authority under Title II. The restrictive new privacy rules diverged from the Federal Trade Commission framework that had for years set the standard for protecting Internet users’ privacy.
In March 2017, Congress adopted a resolution under the Congressional Review Act to invalidate the new broadband privacy and security rules approved by the FCC in November 2016. In December 2017, the near-term,FCC issued a Declaratory Ruling restoring the Company foresees littleinformation service classification of broadband Internet access service that existed prior to 2015 and affirmed that broadband consumer protection authority resides with the Federal Trade Commission. An accompanying Report and Order requires that Internet service providers disclose information about their practices relative to blocking, throttling, paid prioritization, or affiliated prioritization. The impact fromof this decision is neutral for the new rules.Company.
State - Ohio and Kentucky - CBT, has operated underthe Company’s ILEC in Ohio and Kentucky, moved from rate of return regulation to alternative regulation plans for its local services sincein 1994. These alternative regulation plans restrict therestricted CBT’s ability to increase the price of basic local service and related services, but ineliminated any earnings cap associated with traditional rate of return prevent CBT from being subject to an earnings cap.regulation. Under alternative regulation, price increases and enhanced flexibility for some services partially offset the effect of fixed pricing for basic local service and reduced pricing for other, primarily wholesale services.
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In Ohio, statutory changes enacted by the Ohio General Assembly in 2005 gave the Public Utilities Commission of Ohio (“PUCO”) the authority to provide ILECs with pricing flexibility for basic local rates upon a showing that consumers have sufficient competitive alternatives (House Bill 218). As a result of that legislation, the Company received authority from the PUCO to increase its rates for basic local exchange service in eight of its Ohio exchanges. In September 2010, the Ohio General Assembly enactedpassed Substitute Senate Bill 162, which revised state policy concerning the provision of telecommunications service, repealed Ohio's existing alternative regulation legislation, and authorized additional pricing flexibility for ILEC basic local exchange service (“BLES” - a standalone access line not bundled with other services) upon a competitive showing by the ILEC. In December 2010, CBT filed an application with the PUCOfor pricing flexibility under the new rules to receive pricing flexibility in its four Ohio exchanges that did not have pricing flexibility under alternative regulation. The application was approvedand in January 2011. Furthermore,2011 received authority to increase the legislationmonthly rate for a standalone local service line throughout its Ohio serving area by $1.25 annually. Nearly all other retail services were removed from rate regulation, including local service lines bundled with other services. Substitute SB 162 also provided cost savings and revenue opportunities resulting from revision of the PUCO's retail rules and service standards that were effectivebeginning in January 2011. OnIn June 30, 2015, the state budget bill ("HB 64")House Bill 64 was signed andenacted, which included provisions that could relieve ILECs from their carrier of last resort obligations, pending the outcome of the FCC’s IP Transition proceeding. As part of the provisions of HB 64, the PUCO is currently conducting a process that would assist in the identification of Basic Local Exchange Service ("BLES")BLES customers that might not have a competitive alternative should the ILEC withdraw BLES as part of its transitioning from a circuit-switched TDM network to an IP Network. The new2015 rules have the potential to provide CBT with substantial regulatory relief in Ohio in the future; however, there is no impact in the near-term. Finally, in December 2018, the General Assembly passed House Bill 402 giving ILECs the ability to increase the monthly BLES rate by $2.00 annually. Beginning in 2022, BLES rate regulation will cease entirely in exchanges in which the ILEC demonstrates that it has lost more than 50% of its access lines. The 2018 legislation also limited the PUCO’s authority over other aspects of telecom regulation, including eliminating the PUCO’s authority to review and approve mergers and acquisitions for telecom companies.
In Kentucky, CBT entered into its existingan alternative regulation plan in Kentucky in July 2006 under terms established by the Kentucky General Assembly in House Bill No. 337. Under this plan, basic local exchange serviceBLES prices were capped in exchange for earnings freedom and pricing flexibility on other retail services. The caps on basic local exchange serviceBLES prices expired in July 2011 providing CBT with flexibility to increase rates for basic local exchange service. In March 2015, the General Assembly passed House Bill 152, which removed the Public Service Commission's authority to regulate terms, conditions, rates or availability of any retail service in urban exchanges (greater than 15,000 Households) for a modifying utility. In March 2017, the General Assembly passed Senate Bill 10, which extended the same privileges as HB 152 to all exchanges, thus providing CBT with nearly complete deregulation for all retail services in Kentucky.
Hawaii - In Hawaii, the legislature and the Hawaii Public Utilities Commission (“HPUC”) have taken steps to reduce rate regulation of some of the services of the Company’s Hawaiian Telcom subsidiaries, however, many services offered by Hawaiian Telcom’s ILEC remain under a traditional cost-of-service regulatory framework. The HPUC classifies telecommunications services as fully competitive, partially competitive, or non‑competitive.
In 2009 and 2010, the Hawaii State Legislature required the HPUC to treat all intrastate retail telecommunications services, including intrastate toll (i.e., inter island), central exchange (Centrex), most residential and business local exchange services, integrated service digital network (ISDN) private lines and special assemblies, and directory assistance, as “fully competitive” under the HPUC’s rules with certain qualifications. As a result, HPUC approval and cost support filings are no longer required to establish or reduce rates or to bundle service offerings; however, all service offerings must be priced above the service’s long run incremental cost, and the HPUC can require cost support demonstrating compliance with its costing rules at any time. The HPUC retains the ability to suspend and investigate any offering.  In 2012, the Hawaii State Legislature passed legislation that gave Hawaiian Telcom pricing flexibility to increase tariffed intrastate rates for any retail telecommunications service without approval from the HPUC, with the exception of basic exchange service (i.e., single line residential and single line business services), which continues to require HPUC approval.  Based on these regulatory reforms, the Company can now compete more effectively by making decisions based on marketplace dynamics and other economic information. For example, it can offer a competitively priced bundle that includes retail local exchange intrastate services and other fully or partially competitive services, or other services that are not within the HPUC’s jurisdiction.
Cable Franchises - Ohio, Kentucky and Indiana Cable Franchises
-The states of Ohio and Indiana permit statewide video service authorization. The Company is now authorized by Ohio and Indiana to provide service in ourits self-described territory with only 10-day notification to the local government entity and other providers. The authorization can be amended to include additional territory upon notification to the state. A franchise agreement with each local franchising authority is required in Kentucky. The Company has reached an agreementagreements with seventeenfifty-three franchising authorities in KentuckyKentucky.
Hawaii - In Hawaii, cable franchises must be approved by the Hawaii Department of Commerce and is negotiating with several othersConsumer Affairs. Since 2011, the Company’s Hawaiian Telcom Services Company, Inc. subsidiary has held a cable franchise authorizing it to enableprovide video services throughout the Company to offer video in additional markets as it builds out its broadband network in the designated CAF funding areas.island of Oahu.
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Recently Issued Accounting Standards
Refer to Note 2 of the consolidated financial statements for further information on recently issued accounting standards. With the exception of adopting ASC 205 Presentation of Financial Statements - Discontinued Operations and ASU 2015-17 Balance Sheet Classification of Deferred Taxes, the adoption of new accounting standards did not have a material impact on the Company’s financial results for the years ended December 31, 2015, 2014 or 2013.

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Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement
This Form 10-K contains "forward-looking" statements, as defined in federal securities laws including the Private Securities Litigation Reform Act of 1995, which are based on our current expectations, estimates, forecasts and projections. Statements that are not historical facts, including statements about the beliefs, expectations and future plans and strategies of the Company, are forward-looking statements. Actual results may differ materially from those expressed in any forward-looking statements. The following important factors, among other things, could cause or contribute to actual results being materially and adversely different from those described or implied by such forward-looking statements including, but not limited to:
theThe Company operates in highly competitive industries, and customers may not continue to purchase products or services, which would result in reduced revenue and loss of market share;
  
accelerating the pace of investment in our Fioptics suite of products could have a negative impact on our financial results;
theThe Company may be unable to grow revenueour revenues and cash flows despite the initiatives we have implemented;
failureFailure to anticipate the need for and introduce new products and services or to compete with new technologies may compromise the Company's success in the telecommunications industry;
  
theThe Company’s access lines, which generate a significant portion of its cash flows and profits, are decreasing in number. If the Company continues to experience access line losses similar to the past several years, its revenues, earnings and cash flows from operations may be adversely impacted;
  
Negotiations with the providers of content for our video programming may not be successful, potentially resulting in our inability to carry certain programming channels, which could result in the loss of subscribers. In addition, due to the influence of some content providers, we may be forced to pay higher rates for some content, resulting in increased costs;
  
theThe Company's failure to meet performance standards under its agreements could result in customers terminating their relationships with the Company, or customers being entitled to receive financial compensation, which could leadleading to reduced revenues and/or increased costs;
  
theThe Company generates a substantial portion of its revenue by serving a limited geographic area;
  
aTwo large customercustomers accounts for a significant portion of the Company’s revenues and accounts receivable. The loss or significant reduction in business from this customer couldeither one of these customers would cause operating revenues to decline significantly and have a materially adverse long-termcould negatively impact on the Company's business;profitability and cash flows;
  
maintainingMaintaining the Company's telecommunications networks requires significant capital expenditures, and itsthe Company's inability or failure to maintain its telecommunications networks wouldcould have a material impact on its market share and ability to generate revenue;
  
increasesIncreases in broadband usage may cause network capacity limitations, resulting in service disruptions or reduced capacity for customers;
  
weWe may be liable for the material that content providers distribute onover our networks;
  
cyber attacks An IT and/or other breachesnetwork security breach or cyber-attack may lead to unauthorized use or disabling of our network, theft of customer data, unauthorized use or otherpublication of our confidential business information technology securityand could have ana material adverse effect on our business;
  
Weather conditions, natural disasters, terroriststerrorist acts or acts of war could cause damage to our infrastructure and result in significant
disruptions to our operations;
  
theThe regulation of the Company'sCompany’s businesses by federal and state authorities may, among other things, place the Company at a competitive disadvantage, restrict its ability to price its products and services, and threaten its operating licenses;
  
The inability of the Company to renew its license from the FCC to use the Hawaii Inter-Island Cable System ("HICS Cable") on economically reasonable terms may negatively impact its ability to provide telecommunication services to the islands of Hawaii;
The Company depends on a number of third partythird-party providers, and the loss of, or problems with, one or more of these providers may impede the Company's growth or cause it to lose customers;
  
aA failure of back-office information technology systems could adversely affect the Company'sCompany’s results of operations and financial condition;
  
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Form 10-K Part IICincinnati Bell Inc.

ifIf the Company fails to extend or renegotiate its collective bargaining agreements with its labor union when they expire or if its unionized employees were to engage in a strike or other work stoppage, the Company'sCompany’s business and operating results could be materially harmed;
  
theThe loss of any of the senior management team or attrition among key sales associates could adversely affect the Company'sCompany’s business, financial condition, results of operations and cash flows;
  
The Company may not achieve its intended results from recent acquisitions if the Company is unable to successfully integrate the operations from the acquired companies with the Company;
The Company may incur expenses related to the integration of acquired operations, including OnX and Hawaiian Telcom, into the Company;
The future results of the Company will suffer if the Company does not effectively manage its expanded operations following the acquisitions of OnX and Hawaiian Telcom;
The Company’s debt could limit its ability to fund operations, raise additional capital, and fulfill its obligations, which, in turn, would have a material adverse effect on its businesses and prospects generally;

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the CorporateThe Credit Agreement, the indenture governing the Company's notes due 2024, the indenture governing the Company's notes due 2025 and other indebtedness impose significant restrictions on the Company;
  
theThe Company depends on its CorporateRevolving Credit Agreement's revolving credit facilityFacility and Receivables Facility to provide for its short-term financing requirements in excess of amounts generated by operations, and the availability of those funds may be reduced or limited;
  
theThe servicing of the Company'sCompany’s indebtedness is dependent on its ability to generate cash, which could be impacted by many factors beyond its control;
  
theThe Company depends on the receipt of dividends or other intercompany transfers from its subsidiaries and investments;
  
the Company has a significant investment in CyrusOne;
theThe trading price of the Company's common stock may be volatile, and the value of an investment in the Company's common stock may decline;
  
theThe uncertain economic environment, including uncertainty in the U.S. and world securities markets, could impact the Company's business and financial condition;
  
the Company'sThe Company’s future cash flows could be adversely affected if it is unable to fully realize its deferred tax assets;
  
Changes in tax laws and regulations, and actions by federal, state and local taxing authorities related to the interpretation and application of such tax laws and regulations, could have a negative impact on the Company's financial results and cash flows;
The Company's interpretation of the Tax Cuts and Jobs Act of 2017 could change, and have an adverse impact on financial results;
Adverse changes in the value of assets or obligations associated with the Company'sCompany’s employee benefit plans could negatively impact shareowners'shareowners’ deficit and liquidity;
  
thirdThird parties may claim that the Company is infringing upon their intellectual property, and the Company could suffer significant litigation or licensing expenses or be prevented from selling products;
  
thirdThird parties may infringe upon the Company’s intellectual property, and the Company may expend significant resources enforcing its rights or suffer competitive injury;
  
weThe Company could be subject to a significant amount of litigation, which could require us to pay significant damages or settlements; and
  
theThe Company could incur significant costs resulting from complying with, or potential violations of, environmental, health and human safety laws.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company does not undertake any obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

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Form 10-K Part II Cincinnati Bell Inc.

Item 7A. Quantitative and Qualitative Disclosures Aboutabout Market Risk
Interest Rate Risk
The Company borrows funds at a combination of fixed and variable rates. The Company has exposure to interest rate risk, primarily in the form of variable-rate borrowings from its Corporate Credit Agreement and Receivables Facility, andas well as changes in current rates compared to that of its fixed rate debt. The Company's management periodically employs derivative financial instruments to manage exposure to interest rate risk. At December 31, 2015 and 2014, the Company held no derivative financial instruments. As of December 31, 2015, the Company had variable-rate borrowings of $527.9 million under the Tranche B Term Loan Facility, $17.6 million under the Receivables Facility, and no borrowings under the Corporate Credit Agreement's revolving credit facility. The interest on these debt arrangements varies with changes in the LIBOR rate.rate, which may cease to be an available rate in 2021. Our financing documents describe processes for identifying an alternate rate to LIBOR. Until such alternate rates have been identified, the consequences of the possible termination of LIBOR cannot be entirely predicted but could result in an increase in the cost of our variable rate debt. The Company's management periodically employs interest rate hedge contracts, such as swaps, to manage exposure to interest rate risk. The use of these types of instruments to hedge a portion of our exposure to changes in interest rates carries additional risks, such as counterparty credit risk and the legal enforceability of hedging contracts.

The Company had $1,085.2 million principal amount of fixed rate debt outstanding as of December 31, 2018 and 2017, excluding debt with a variable rate that is effectively fixed by related interest rate hedge contracts. The estimated aggregate fair market value of this debt was $904.4 million and $1,081.5 million as of December 31, 2018 and 2017 respectively. At December 31, 2018, the weighted average interest rate on fixed-rate debt is 7.3%.
At December 31, 2018, the Company had variable-rate borrowings of $298.5 million under the Tranche B Term Loan due 2024 not protected by interest rate hedge contracts, $176.6 million of borrowings under the Receivables Facility, and $18.0 million of borrowings under the Credit Agreement's Revolving Credit Facility. The estimated aggregate fair market value of this debt was $481.2 million as of December 31, 2018. At December 31, 2017, the Company had variable-rate borrowings of $600.0 million under the Tranche B Term Loan due 2024 with an estimated aggregate fair market value of $606.0 million. At December 31, 2018, the weighted average interest rate on variable-rate debt is 5.0%. A hypothetical increase or decrease of one percentage pointhundred basis points in the LIBOR rate would increase or decrease our annual interest expense on these variable-rate borrowings by $5.5 million, assuming no additional borrowings or repayments are made under these agreements.$3.9 million.
The following table sets forth the face amounts, maturity dates, and average interest rates at December 31, 2015 for our fixed and variable-rate debt, excluding capital leases and other debt, and unamortized discounts:
(dollars in millions) 2016 2017 2018 2019 2020 Thereafter Total Fair Value
Fixed-rate debt: $
 $
 $
 $
 $478.5
 $155.0
 $633.5
 $628.5
Weighted average interest rate on fixed-rate debt 
 
 
 
 8.4% 6.5% 7.9%  
Variable-rate debt: $5.4
 $5.4
 $23.0
 $5.4
 $506.3
 $
 $545.5
 $526.4
Average interest rate on variable-rate debt 4.0% 4.0% 1.7% 4.0% 4.0% 
 3.9%  

At December 31, 2014,2018, the carrying value andCompany had $300.0 million of variable rate debt outstanding under the Tranche B Term Loan due 2024 with $300.0 million of related floating-to-fixed interest rate swaps. These swaps effectively fix the underlying one-month LIBOR rate at a weighted average rate of 2.938% plus the applicable margin per the requirements in the Credit Agreement. If the underlying LIBOR interest rate increases or decreases by 100 basis points, the aggregate fair market value of fixed-rate debt was $1,135.7the swaps at December 31, 2018 would increase by $11.5 million or decrease by $11.0 million. These swaps expire in June 2023. For further information, see Footnote 10 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and $1,170.3 million, respectively.Supplementary Data.” At December 31, 2017, the Company held no derivative financial instruments.

Foreign Currency Risk
Substantially all of our revenueIT Services and expenses are denominatedHardware currently has business operations in U.S. dollars.Canada, the U.K. and India, and foreign currency risk might arise in the future. We do not currently employ forward contracts or other financial instruments to mitigate foreign currency risk.
Commodity Price Risk
Certain of our operating costs are subject to price fluctuations caused by the volatility of the underlying commodity prices, such as gas utilized primarily by our field operations group, and network and building materials, such as steel, fiber and copper, used in the construction of our networks.

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Item 8. Financial Statements and Supplementary Data 
   
Index to Consolidated Financial StatementsPage
   
Consolidated Financial Statements: 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
Financial Statement Schedule: 
   
 For each of the three years in the period ended December 31, 2015:2018: 
   
 
   
Financial statement schedules other than those listed above have been omitted because the required information is contained in the financial statements and notes thereto, or because such schedules are not required or applicable.

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Cincinnati Bell Inc. and its subsidiaries (the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control system is designed to produce reliable financial statements in conformity with accounting principles generally accepted in the United States.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 20152018. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on this assessment, management has concluded that, as of December 31, 20152018, the Company’s internal control over financial reporting is effective based on those criteria. Management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include an assessment of certain elements of internal controls over financial reporting of Hawaiian Telcom, Inc. acquired on July 2, 2018, which is included in the consolidated financial statements of the Company for the year ended December 31, 2018. Hawaiian Telcom accounts for 31.3% of total assets and 12.7% of revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2018.
The effectiveness of the Company’s internal control over financial reporting has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report included herein.

February 25, 201622, 2019
/s/ Theodore H. Torbeck

Theodore H. Torbeck
President and Chief Executive Officer
/s/ Leigh R. Fox

 
Leigh R. Fox 
Chief Executive Officer
/s/ Andrew R. Kaiser
Andrew R. Kaiser
Chief Financial Officer 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareowners and Board of Directors and Shareowners of Cincinnati Bell Inc.
Cincinnati, OhioOpinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Cincinnati Bell Inc. and subsidiaries (the "Company"“Company”) as of December 31, 20152018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2018, of the Company and our report dated February 22, 2019, expressed an unqualified opinion on those financial statements and included an explanatory paragraph related to the Company’s change in method of accounting for revenue from contracts with customers due to the adoption of Accounting Standards Update 2014-09, Revenue from Contracts with Customers, during 2018.
As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Hawaiian Telcom, Inc., which was acquired on July 2, 2018 and whose financial statements constitute 31.3% of total assets and 12.7% of revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2018. Accordingly, our audit did not include the internal control over financial reporting at Hawaiian Telcom, Inc.
Basis for Opinion
The Company'sCompany’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanyingManagement’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company'sCompany’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company'scompany’s internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company'scompany’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'scompany’s assets that could have a material effect on the financial statements.
Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Because of theits inherent limitations, of internal control over financial reporting including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be preventedprevent or detected on a timely basis.detect misstatements. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP
Cincinnati, Ohio
February 22, 2019


Table of Contents
Form 10-K Part IICincinnati Bell Inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareowners and Board of Directors of Cincinnati Bell Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheetsof Cincinnati Bell Inc. and subsidiaries (the "Company") as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income, shareowners’ deficit and cash flows, for each of the three years in the period ended December 31, 2018, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the Company maintained,financial statements present fairly, in all material respects, effective internal control overthe financial reportingposition of the Company as of December 31, 2015, based on2018 and 2017, and the criteria established in Internal Control — Integrated Framework (2013) issued by the Committeeresults of Sponsoring Organizationsits operations and its cash flows for each of the Treadway Commission.three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidatedCompany's internal control over financial statements and financial statement schedulereporting as of and for the year ended December 31, 20152018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the CompanyTreadway Commission and our report dated February 25, 201622, 2019, expressed an unqualified opinion on thosethe Company's internal control over financial reporting.
Change in Accounting Principles
As discussed in Note 2 to the financial statements, the Company has changed its method of accounting for revenue from contracts with customers due to the adoption of Accounting Standards Update 2014-09,Revenue from Contracts with Customers (“ASU 2014-09”), during 2018. The Company adopted ASU 2014-09 using the full retrospective method.

Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement schedule.statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP
Cincinnati, Ohio
February 25, 201622, 2019

59We have served as the Company's auditor since 2005.

Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareowners of Cincinnati Bell Inc.
Cincinnati, OhioCONSOLIDATED BALANCE SHEETS
We have audited the(Dollars in millions, except share amounts)
 December 31,
2018
 December 31,
2017
Assets   
Current assets   
Cash and cash equivalents$15.4
 $17.8
Restricted cash
 378.7
Receivables, less allowances of $13.0 and $10.4342.8
 239.8
Inventory, materials and supplies46.5
 44.3
Prepaid expenses30.7
 22.2
Other current assets10.5
 7.6
Total current assets445.9
 710.4
Property, plant and equipment, net1,844.0
 1,129.0
Goodwill157.0
 151.0
Intangible assets, net168.1
 132.3
Deferred income tax assets47.5
 12.2
Other noncurrent assets67.7
 52.7
Total assets$2,730.2
 $2,187.6
Liabilities and Shareowners’ Deficit   
Current liabilities   
Current portion of long-term debt$20.2
 $18.4
Accounts payable331.9
 185.6
Unearned revenue and customer deposits55.9
 36.3
Accrued taxes24.8
 21.2
Accrued interest26.8
 29.9
Accrued payroll and benefits42.9
 28.7
Other current liabilities39.2
 37.2
Total current liabilities541.7
 357.3
Long-term debt, less current portion1,909.6
 1,729.3
Pension and postretirement benefit obligations230.6
 177.5
Pole license agreement obligation39.1
 
Deferred income tax liabilities11.4
 11.2
Other noncurrent liabilities72.8
 30.2
Total liabilities2,805.2
 2,305.5
Shareowners’ deficit   
Preferred stock, 2,357,299 shares authorized; 155,250 shares (3,105,000 depositary shares) of 6 3/4% Cumulative Convertible Preferred Stock issued and outstanding at December 31, 2018 and 2017; liquidation preference $1,000 per share ($50 per depositary share)
129.4
 129.4
Common shares, $.01 par value; 96,000,000 shares authorized; 50,184,114 and 42,197,965 shares issued and outstanding at December 31, 2018 and 2017, respectively0.5
 0.4
Additional paid-in capital2,680.0
 2,565.6
Accumulated deficit(2,709.4) (2,639.6)
Accumulated other comprehensive loss(175.5) (173.7)
Total shareowners’ deficit(75.0) (117.9)
Total liabilities and shareowners’ deficit$2,730.2
 $2,187.6

The accompanying consolidated balance sheets of Cincinnati Bell Inc. and subsidiaries (the "Company") as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income, shareowners' deficits, and cash flows for eachnotes are an integral part of the three years in the period ended December 31, 2015. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Cincinnati Bell Inc. and subsidiaries at December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.statements.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2016 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP
Cincinnati, Ohio
February 25, 2016



60

Form 10-K Part II Cincinnati Bell Inc.

Cincinnati Bell Inc.
CONSOLIDATED BALANCE SHEETSSTATEMENTS OF OPERATIONS
(Dollars in millions, except per share amounts)
 December 31,
2015
 December 31,
2014
Assets   
Current assets   
Cash and cash equivalents$7.4
 $57.9
Receivables, less allowances of $12.4 and $12.4154.9
 160.8
Receivable from CyrusOne2.2
 7.7
Inventory, materials and supplies20.6
 25.0
Prepaid expenses13.1
 10.8
Other current assets2.2
 1.8
Other current assets from discontinued operations
 4.7
Total current assets200.4
 268.7
Property, plant and equipment, net975.5
 815.4
Investment in CyrusOne55.5
 273.6
Goodwill14.3
 14.4
Intangible assets, net0.2
 0.5
Deferred income taxes, net182.9
 369.6
Other noncurrent assets25.6
 33.9
Noncurrent assets from discontinued operations
 44.6
Total assets$1,454.4
 $1,820.7
Liabilities and Shareowners’ Deficit   
Current liabilities   
Current portion of long-term debt$13.8
 $11.6
Accounts payable127.4
 131.6
Payable to CyrusOne1.5
 0.4
Unearned revenue and customer deposits29.2
 30.4
Accrued taxes14.5
 9.9
Accrued interest11.2
 22.1
Accrued payroll and benefits31.2
 37.0
Other current liabilities25.0
 25.8
Other current liabilities from discontinued operations5.4
 142.0
Total current liabilities259.2
 410.8
Long-term debt, less current portion1,231.8
 1,689.4
Pension and postretirement benefit obligations225.0
 240.1
Other noncurrent liabilities36.6
 26.2
Noncurrent liabilities from discontinued operations
 102.7
Total liabilities1,752.6
 2,469.2
Shareowners’ deficit   
Preferred stock, 2,357,299 shares authorized; 155,250 shares (3,105,000 depositary shares) of 6 3/4% Cumulative Convertible Preferred Stock issued and outstanding at December 31, 2015 and 2014; liquidation preference $1,000 per share ($50 per depositary share)
129.4
 129.4
Common shares, $.01 par value; 480,000,000 shares authorized; 210,017,999 and 209,571,138 shares issued; 209,876,949 and 209,296,068 shares outstanding at December 31, 2015 and 20142.1
 2.1
Additional paid-in capital2,576.0
 2,582.9
Accumulated deficit(2,834.2) (3,187.9)
Accumulated other comprehensive loss(171.0) (173.9)
Common shares in treasury, at cost(0.5) (1.1)
Total shareowners’ deficit(298.2) (648.5)
Total liabilities and shareowners’ deficit$1,454.4
 $1,820.7
 Year Ended December 31,
 2018 2017 2016
      
Revenue1,378.2
 1,065.7
 1,017.6
      
Costs and expenses     
Cost of services and products, excluding items below698.7
 531.0
 507.3
Selling, general and administrative313.4
 235.1
 216.3
Depreciation and amortization252.0
 193.0
 182.2
Restructuring and severance related charges8.3
 32.7
 11.9
Transaction and integration costs22.5
 18.5
 
Other
 
 1.1
Total operating costs and expenses1,294.9

1,010.3

918.8
Operating income83.3

55.4
 98.8
Interest expense131.5
 85.2
 75.7
Loss on extinguishment of debt, net1.3
 3.2
 19.0
Other components of pension and postretirement benefit plans expense12.5
 16.6
 4.3
Gain on sale of CyrusOne investment
 (117.7) (157.0)
Other (income) expense, net(1.6) 1.4
 (7.6)
(Loss) income from continuing operations before income taxes(60.4)
66.7

164.4
Income tax expense9.4
 26.7
 61.7
(Loss) income from continuing operations(69.8)
40.0

102.7
Income from discontinued operations, net of tax
 
 0.3
Net (loss) income(69.8)
40.0

103.0
Preferred stock dividends10.4
 10.4
 10.4
Net (loss) income applicable to common shareowners$(80.2)
$29.6

$92.6
Basic net (loss) earnings per common share     
Basic (loss) earnings per common share from continuing operations$(1.73) $0.70
 $2.19
Basic (loss) earnings per common share from discontinued operations$
 $
 $0.01
Basic net (loss) earnings per common share$(1.73) $0.70

$2.20
Diluted net (loss) earnings per common share     
Diluted (loss) earnings per common share from continuing operations$(1.73) $0.70
 $2.19
Diluted (loss) earnings per common share from discontinued operations$
 $
 $0.01
Diluted net (loss) earnings per common share$(1.73) $0.70
 $2.20
      
Weighted-average common shares outstanding (millions)     
Basic46.3
 42.2
 42.0
Diluted46.3
 42.4
 42.1

The accompanying notes are an integral part of the consolidated financial statements.

61

Form 10-K Part II Cincinnati Bell Inc.

Cincinnati Bell Inc.
CONSOLIDATED STATEMENTS OF OPERATIONSCOMPREHENSIVE INCOME
(Dollars in millions, except per share amounts)

millions)
 Year Ended December 31,
 2015 2014 2013
Revenue     
Services$933.0
 $890.2
 $871.9
Products234.8
 271.3
 201.5
Total revenue1,167.8
 1,161.5
 1,073.4
Costs and expenses     
Cost of services, excluding items below472.5
 416.2
 386.2
Cost of products sold, excluding items below198.1
 231.5
 175.1
Selling, general and administrative219.1
 204.2
 187.9
Depreciation and amortization141.6
 127.6
 128.4
Restructuring charges (reversals)6.0
 (0.4) 13.5
Transaction-related compensation
 
 42.6
Curtailment loss (gain)0.3
 
 (0.6)
Loss (gain) on sale or disposal of assets, net0.8
 (0.3) (1.1)
Impairment of assets
 4.6
 
Transaction costs1.4
 1.2
 1.6
Total operating costs and expenses1,039.8

984.6

933.6
Operating income128.0

176.9
 139.8
Interest expense103.1
 145.9
 176.0
Loss on extinguishment of debt20.9
 19.6
 29.6
Loss from CyrusOne investment5.1
 7.0
 10.7
Gain on sale of CyrusOne investment(449.2) (192.8) 
Other income, net(2.5) (1.9) (3.3)
Income (loss) from continuing operations before income taxes450.6

199.1

(73.2)
Income tax expense (benefit)159.8
 81.4
 (8.3)
Income (loss) from continuing operations290.8

117.7

(64.9)
Income (loss) from discontinued operations, net of tax62.9
 (42.1) 10.2
Net income (loss)353.7

75.6

(54.7)
Preferred stock dividends10.4
 10.4
 10.4
Net income (loss) applicable to common shareowners$343.3

$65.2

$(65.1)
Basic net earnings (loss) per common share     
Basic earnings (loss) per common share from continuing operations$1.34
 $0.51
 $(0.37)
Basic earnings (loss) per common share from discontinued operations$0.30
 $(0.20) $0.05
Basic net earnings (loss) per common share$1.64
 $0.31

$(0.32)
Diluted net earnings (loss) per common share     
Diluted earnings (loss) per common share from continuing operations$1.33
 $0.51
 $(0.37)
Diluted earnings (loss) per common share from discontinued operations$0.30
 $(0.20) $0.05
Diluted net earnings (loss) per common share$1.63
 $0.31
 $(0.32)
      
Weighted-average common shares outstanding (millions)     
   Basic209.6
 208.5
 205.9
   Diluted210.2
 209.6
 205.9
 Year Ended December 31,
 2018 2017 2016
Net (loss) income$(69.8) $40.0
 $103.0
Other comprehensive income (loss), net of tax:     
Unrealized gains on Investment in CyrusOne, net of tax of $4.4, $36.9
 8.3
 68.1
Reclassification adjustment for gain on sale of Investment in CyrusOne included in net income, net of tax of ($41.3)
 (76.4) 
Foreign currency translation (loss) gain(6.5) 0.2
 (0.1)
Cash flow hedge:     
Unrealized loss on cash flow hedge arising during the period, net of tax of ($1.4)(4.8) 
 
Reclassification adjustment for net losses included in net income, net of tax of $0.30.9
 
 
Defined benefit plans:     
Net (loss) gain arising from remeasurement during the period, net of tax of ($1.6), $0.8, $3.6(5.5) 2.8
 6.6
Amortization of prior service benefits included in net income, net of tax of ($0.7), ($1.6), ($5.2)(2.4) (2.9) (9.4)
Amortization of net actuarial loss included in net income, net of tax of $4.7, $7.9, $8.516.4
 14.3
 15.5
Reclassification adjustment for pension settlement charges included in net income, net of tax of $0.0, $1.50.1
 2.5
 
Total other comprehensive (loss) income, net of tax(1.8)
(51.2) 80.7
Total comprehensive (loss) income$(71.6)
$(11.2) $183.7

The accompanying notes are an integral part of the consolidated financial statements.

62

Form 10-K Part II Cincinnati Bell Inc.

Cincinnati Bell Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMESHAREOWNERS' DEFICIT
(Dollars in millions)
 Year Ended December 31,
 2015 2014 2013
Net income (loss)$353.7
 $75.6
 $(54.7)
Other comprehensive income (loss), net of tax:     
Foreign currency translation loss(0.4) (0.1) (0.1)
Defined benefit plans:     
Net (loss) gain arising from remeasurement during the period, net of tax of ($3.4), ($25.0), $30.7(6.6) (45.4) 56.8
Net prior service credit, net of tax of $6.1
 
 11.3
Amortization of prior service benefits included in net income (loss), net of tax of ($5.5), ($5.4), ($5.2)(9.8) (9.8) (8.7)
Amortization of net actuarial loss included in net income (loss), net of tax of $10.8, $8.0, $10.119.5
 14.7
 17.5
Reclassification adjustment for curtailment loss (gain) included in net income (loss), net of tax of $0.1, ($0.2)0.2
 
 (0.4)
Total other comprehensive income (loss), net of tax2.9

(40.6) 76.4
Total comprehensive income$356.6

$35.0
 $21.7

     
6 3/4% Cumulative
Convertible
Preferred Shares
 Common Shares 
Additional
Paid-in Capital
 Accumulated Deficit Accumulated Other Comprehensive Loss Treasury Shares  
     Shares Amount Shares Amount    Shares Amount Total
Balance at December 31, 20153.1
 $129.4
 42.0
 $0.4
 $2,577.7
 $(2,834.2) $(171.0) (0.1) $(0.5) $(298.2)
Cumulative effect of adopting ASC Topic 606 
 
 
 
 
 19.4
 
 
 
 19.4
Net income 
 
 
 
 
 103.0
 
 
 
 103.0
Other comprehensive income 
 
 
 
 
 
 80.7
 
 
 80.7
Shares issued under employee plans 
 
 0.3
 
 3.6
 
 
 
 
 3.6
Shares purchased under employee plans and other 
 
 
 
 (0.3) 
 
 0.1
 0.5
 0.2
Stock-based compensation 
 
 
 
 5.1
 
 
 
 
 5.1
Repurchase and retirement of shares 
 
 (0.2) 
 (4.8) 
 
 
 
 (4.8)
Dividends on preferred stock 
 
 
 
 (10.4) 
 
 
 
 (10.4)
Balance at December 31, 20163.1
 129.4
 42.1
 0.4
 2,570.9
 (2,711.8) (90.3) 
 
 (101.4)
Net income 
 
 
 
 
 40.0
 
 
 
 40.0
Reclassification adjustment to accumulated deficit for stranded other comprehensive income taxes arising from tax reform (a)

 
 
 
 
 
 32.2
 (32.2) 
 
 
Other comprehensive loss, excluding reclassification adjustment to accumulated deficit for stranded other comprehensive income taxes arising from tax reform 
 
 
 
 
 
 (51.2) 
 
 (51.2)
Shares issued under employee plans 
 
 0.1
 
 0.5
 
 
 
 
 0.5
Shares purchased under employee plans and other 
 
 
 
 (1.3) 
 
 
 
 (1.3)
Stock-based compensation 
 
 
 
 5.9
 
 
 
 
 5.9
Dividends on preferred stock 
 
 
 
 (10.4) 
 
 
 
 (10.4)
Balance at December 31, 20173.1
 129.4
 42.2
 0.4
 2,565.6
 (2,639.6) (173.7) 
 
 (117.9)
Net loss 
 
 
 
 
 (69.8) 
 
 
 (69.8)
Other comprehensive loss 
 
 
 
 
 
 (1.8) 
 
 (1.8)
Shares issued under employee plans 
 
 0.3
 
 0.2
 
 
 
 
 0.2
Shares purchased under employee plans and other 
 
 
 
 (2.1) 
 
 
 
 (2.1)
Stock-based compensation 
 


 
 5.6
 
 
 
 
 5.6
Dividends on preferred stock 
 
 
 
 (10.4) 
 
 
 
 (10.4)
Stock consideration for acquisition of Hawaiian Telcom 
 
 7.7
 0.1
 121.1
 
 
 
 
 121.2
Balance at December 31, 20183.1
 $129.4
 50.2
 $0.5
 $2,680.0
 $(2,709.4) $(175.5) 
 $
 $(75.0)
(a) Per ASU 2018-02, entities can elect to make a one-time reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from newly enacted corporate tax rates under the Tax Cuts and Jobs Act. The Company elected to make the change and recorded the adjustment in 2017.
The accompanying notes are an integral part of the consolidated financial statements.


63

Form 10-K Part II Cincinnati Bell Inc.

Cincinnati Bell Inc.
CONSOLIDATED STATEMENTS OF SHAREOWNERS' DEFICITCASH FLOWS
(Dollars in millions)


     
6 3/4% Cumulative
Convertible
Preferred Shares
 Common Shares 
Additional
Paid-in Capital
 Accumulated Deficit Accumulated Other Comprehensive Loss Treasury Shares  
     Shares Amount Shares Amount    Shares Amount Total
Balance at December 31, 20123.1
 $129.4
 203.0
 $2.0
 $2,590.9
 $(3,208.8) $(209.7) (0.5) $(2.0) $(698.2)
Net loss 
 
 
 
 
 (54.7) 
 
 
 (54.7)
Other comprehensive income 
 
 
 
 
 
 76.4
 
 
 76.4
Shares issued under employee plans 
 
 1.6
 
 2.4
 
 
 
 
 2.4
Shares purchased under employee plans and other 
 
 (0.3) 
 (2.3) 
 
 
 
 (2.3)
Stock-based compensation 
 
 
 
 4.9
 
 
 
 
 4.9
Exercise of warrants 
 
 4.4
 0.1
 5.1
 
 
 
 
 5.2
Dividends on preferred stock 
 
 
 
 (10.4) 
 
 
 
 (10.4)
                        
Balance at December 31, 20133.1
 129.4
 208.7
 2.1
 2,590.6
 (3,263.5) (133.3) (0.5) (2.0) (676.7)
Net income 
 
 
 
 
 75.6
 
 
 
 75.6
Other comprehensive loss 
 
 
 
 
 
 (40.6) 
 
 (40.6)
Shares issued under employee plans 
 
 1.1
 
 1.4
 
 
 
 
 1.4
Shares purchased under employee plans and other 
 
 (0.2) 
 (2.0) 
 
 0.2
 0.9
 (1.1)
Stock-based compensation 
 
 
 
 3.3
 
 
 
 
 3.3
Dividends on preferred stock 
 
 
 
 (10.4) 
 
 
 
 (10.4)
                        
Balance at December 31, 20143.1
 129.4
 209.6
 2.1
 2,582.9
 (3,187.9) (173.9) (0.3) (1.1) (648.5)
Net income 
 
 
 
 
 353.7
 
 
 
 353.7
Other comprehensive income 
 
 
 
 
 
 2.9
 
 
 2.9
Shares issued under employee plans 
 
 0.4
 
 0.1
 
 
 
 
 0.1
Shares purchased under employee plans and other 
 
 
 
 (0.7) 
 
 0.2
 0.6
 (0.1)
Stock-based compensation 
 
 
 
 4.1
 
 
 
 
 4.1
Dividends on preferred stock 
 
 
 
 (10.4) 
 
 
 
 (10.4)
Balance at December 31, 20153.1
 $129.4
 210.0
 $2.1
 $2,576.0
 $(2,834.2) $(171.0) (0.1) $(0.5) $(298.2)
 Year Ended December 31,
 2018 2017 2016
Cash flows from operating activities     
Net (loss) income$(69.8) $40.0
 $103.0
Adjustments to reconcile net (loss) income to net cash provided by operating activities:     
Depreciation and amortization252.0
 193.0
 182.2
Loss on extinguishment of debt1.3
 3.2
 19.0
Gain on sale of Investment in CyrusOne
 (117.7) (157.0)
Provision for loss on receivables8.4
 6.9
 9.4
Noncash portion of interest expense5.4
 2.8
 3.3
Deferred income taxes6.9
 26.3
 60.0
Pension and other postretirement payments (in excess of) less than expense

(7.2) 6.4
 (8.3)
Stock-based compensation5.6
 5.9
 5.1
Other, net(3.5) 2.5
 (3.8)
Changes in operating assets and liabilities:     
(Increase) decrease in receivables(83.1) 21.3
 (18.3)
Decrease (increase) in inventory, materials, supplies, prepaid expenses and other current assets2.2
 (16.6) (6.2)
Increase (decrease) in accounts payable95.1
 22.4
 (13.1)
Increase (decrease) in accrued and other current liabilities10.5
 16.2
 (3.0)
(Increase) decrease in other noncurrent assets(0.9) 1.4
 (2.8)
(Decrease) increase in other noncurrent liabilities(8.2) (10.6) 3.6
Net cash provided by operating activities214.7
 203.4
 173.1
Cash flows from investing activities     
Capital expenditures(220.6) (210.5) (286.4)
Proceeds from sale of Investment in CyrusOne
 140.7
 189.7
Acquisitions of businesses, net of cash acquired(216.8) (167.0) 
Dividends received from Investment in CyrusOne (equity method investment)
 
 2.1
Other, net
 
 (0.9)
Net cash used in investing activities(437.4) (236.8) (95.5)
Cash flows from financing activities     
Proceeds from issuance of long-term debt
 943.0
 635.0
Net increase (decrease) in corporate credit and receivables facilities with initial maturities less than 90 days194.6
 (89.5) 71.9
Repayment of debt(328.7) (403.0) (759.3)
Debt issuance costs(11.7) (19.1) (11.1)
Dividends paid on preferred stock(10.4) (10.4) (10.4)
Common stock repurchase
 
 (4.8)
Other, net(1.9) (0.8) 3.4
Net cash (used in) provided by financing activities(158.1) 420.2
 (75.3)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(0.3) 
 
Net (decrease) increase in cash, cash equivalents and restricted cash(381.1) 386.8
 2.3
Cash, cash equivalents and restricted cash at beginning of year396.5
 9.7
 7.4
Cash, cash equivalents and restricted cash at end of year$15.4
 $396.5
 $9.7


The accompanying notes are an integral part of the consolidated financial statements.

64

Form 10-K Part II Cincinnati Bell Inc.

Cincinnati Bell Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
 Year Ended December 31,
 2015 2014 2013
Cash flows from operating activities     
Net income (loss)$353.7
 $75.6
 $(54.7)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:     
Depreciation and amortization170.2
 231.0
 169.6
Loss on extinguishment of debt20.9
 19.6
 29.6
Loss from CyrusOne investment5.1
 7.0
 10.7
Gain on sale of CyrusOne investment(449.2) (192.8) 
Loss (gain) on sale of assets0.4
 (0.3) 2.4
Impairment of assets
 12.1
 
Provision for loss on receivables8.5
 10.4
 11.3
Noncash portion of interest expense4.6
 6.2
 7.5
Deferred income tax expense (benefit), including valuation allowance change184.5
 47.4
 (2.7)
Pension and other postretirement payments in excess of expense(11.5) (25.7) (49.7)
Deferred gain on sale of wireless spectrum licenses - discontinued operations

(112.6) 
 
Amortization of deferred gain - discontinued operations(6.5) (22.9) (3.3)
Stock-based compensation4.1
 3.3
 4.9
Excess tax benefit for share based payments(0.1) (0.1) (0.5)
Gain on transfer of lease obligations - discontinued operations

(15.9) 
 
Other, net(2.3) 3.9
 (3.4)
Changes in operating assets and liabilities, net of effects of divestitures:     
(Increase) decrease in receivables(1.9) (23.7) 0.5
Decrease (increase) in inventory, materials, supplies, prepaid expenses and other current assets3.6
 (7.2) (0.8)
(Decrease) increase in accounts payable(17.0) 38.7
 (17.7)
Decrease in accrued and other current liabilities(30.6) (0.8) (18.1)
Decrease in other noncurrent assets1.5
 0.7
 0.8
Increase (decrease) in other noncurrent liabilities1.4
 (7.2) (7.6)
Net cash provided by operating activities110.9
 175.2
 78.8
Cash flows from investing activities     
Capital expenditures(283.6) (182.3) (196.9)
Proceeds from sale of CyrusOne investment643.9
 355.9
 
Dividends received from CyrusOne22.2
 28.4
 21.3
Proceeds from sale of wireless spectrum licenses
 194.4
 
Proceeds from sale of assets1.0
 2.0
 2.0
       Release of restricted cash
 
 0.4
Cash divested from deconsolidation of CyrusOne
 
 (12.2)
Other, net(0.3) (5.8) 
Net cash provided by (used in) investing activities383.2
 392.6
 (185.4)
Cash flows from financing activities     
Proceeds from issuance of long-term debt
 
 536.0
Net (decrease) increase in corporate credit and receivables facilities with initial maturities less than 90 days(1.6) (127.0) 94.2
Repayment of debt(531.7) (376.5) (530.8)
Debt issuance costs(0.4) (0.9) (6.7)
Dividends paid on preferred stock(10.4) (10.4) (10.4)
Proceeds from exercise of options and warrants
 1.3
 7.1
Excess tax benefit for share based payments0.1
 0.1
 0.5
Other, net(0.6) (1.1) (2.3)
Net cash (used in) provided by financing activities(544.6) (514.5) 87.6
Net (decrease) increase in cash and cash equivalents(50.5) 53.3
 (19.0)
Cash and cash equivalents at beginning of year57.9
 4.6
 23.6
Cash and cash equivalents at end of year$7.4
 $57.9
 $4.6
The accompanying notes are an integral part of the consolidated financial statements.

65

Form 10-K Part IICincinnati Bell Inc.

Cincinnati Bell Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1.Description of Business and Accounting Policies
Description of Business — Cincinnati Bell Inc. and its consolidated subsidiaries ("Cincinnati Bell", "we", "our",Bell," "we," "our," "us" or the "Company") provides diversified telecommunications and technology services. The Company generates a large portion of its revenue by serving customers in the Greater Cincinnati, andOhio, Dayton, Ohio areas.and the islands of Hawaii. An economic downturn or natural disaster occurring in this,these, or a portion of this,these, limited operating territoryterritories could have a disproportionate effect on our business, financial condition, results of operations and cash flows compared to similar companies of a national scope and similar companies operating in different geographic areas.
As of December 31, 2015,2018, we operate our business through the following segments: Entertainment and Communications (formerly known as "Wireline") and IT Services and Hardware.
The companyCompany has 3,250approximately 4,300 employees as of December 31, 2015, and approximately 30%2018. Approximately 35% of itstotal employees are covered by a collective bargaining agreementagreements with the Communications Workers of America (“CWA”) that will be in effectand the International Brotherhood of Electrical Workers ("IBEW)" Local 1357. The effective dates for collective bargaining agreements with the CWA and IBEW range through May 12, 2018.the second quarter of 2021 and third quarter of 2022, respectively.
Basis of Presentation — The consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") and, in the opinion of management, include all adjustments necessary for a fair presentation of the results of operations, comprehensive income, financial position and cash flows for each period presented.
Basis of Consolidation — The consolidated financial statements include the consolidated accounts of Cincinnati Bell Inc. and its majority-owned subsidiaries over which it exercises control. Intercompany accounts and transactions have been eliminated in the consolidated financial statements. Investments over which the Company exercises significant influence are recorded under the equity method. Investments in which we own less than 20% of the ownership interests and cannot exercise significant influence over the investee’s operations are recorded at cost.
Recast of Financial Information for Discontinued Operations — In the second quarter of 2014, we entered into agreements to sell our wireless spectrum licenses and certain other assets related to our wireless business. The agreement to sell our wireless spectrum licenses closed on September 30, 2014, for cash proceeds of $194.4 million. Simultaneously, we entered into a separate agreement to use certain spectrum licenses for $8.00 until we no longer provided wireless service.2014. Effective March 31, 2015, all wireless subscribers were migrated off our network and we ceased providing wireless services and operations. Certain wireless tower lease obligations and other assets were transferredThe results of operations attributable to the acquiring company on April 1, 2015.
The closing of our wireless operations represents a strategic shift in our business. Therefore, certain wireless assets, liabilities and results of operations are reported asin discontinued operations in our financial statements. Accordingly, the Company recast its prior period results to be comparable with the current discontinued operations presentation with the exception of the Consolidated Statements of Comprehensive Income, Consolidated StatementsIncome. Other income of Shareowners' Deficit and$0.3 million was recorded in 2016 related to an individual tower sale. Restructuring payments associated with our discontinued operations of $4.4 million were included in operating cash flow in the Consolidated Statements of Cash Flows. See Note 3Flows for all required disclosures.2016.
Use of Estimates — The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates. Significant items subject to such estimates and judgments include: the carrying value of property, plant and equipment; the valuation of insurance and claims liabilities; the valuation of allowances for receivables and deferred income taxes; reserves recorded for income tax exposures; the valuation of asset retirement obligations; assets and liabilities related to employee benefits; the valuation of deferred costs under Accounting Standards Codification ("ASC") 606; purchase price allocation for acquired businesses; and the valuation of intangible assets and goodwill. In the normal course of business, the Company is also subject to various regulatory and tax proceedings, lawsuits, claims and other matters. The Company believes adequate provision has been made for all such asserted and unasserted claims in accordance with GAAP. Such matters are subject to many uncertainties and outcomes that are not predictable with assurance. We periodically review our estimates in light of changes in circumstances, facts and experience. The effects of material revisions in estimates are reflected in our financial statements prospectively from the date of the change in estimate.
Form 10-K Part IICincinnati Bell Inc.

Cash, and Cash Equivalents and Restricted CashCash consists of funds held in bank accounts. Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less. Restricted cash at December 31, 2017, represents the proceeds from the issuance of the 8% Senior Notes due 2025 (the “8% Senior Notes”). Proceeds were placed into an escrow account along with Company cash that was sufficient to pay all interest that accrued on the 8% Senior Notes up to, but not including, October 9, 2018. The amounts held in escrow were contractually restricted as to their withdrawal or use and were used to fund the cash portion of the acquisition of Hawaiian Telcom Holdco, Inc. ("Hawaiian Telcom") in July 2018, and to fund semi-annual interest payments associated with this debt. As of December 31, 2017, $378.7 million is classified as "Restricted Cash." As of December 31, 2018, no cash is classified as "Restricted Cash."

66

Form 10-K Part IICincinnati Bell Inc.

Receivables — Receivables consist principally of trade receivables from customers and are generally unsecured and due within 21 - 90 days. The Company has receivables with one large customer, General Electric Corp. ("GE")Verizon Communications Inc., that makeswhich make up 22% and 26%18% of the outstanding accounts receivable balance at December 31, 2015 and 2014, respectively.2018. The Company had receivables with one customer, General Electric Company ("GE"), which made up 10% of the outstanding accounts receivable balance at December 31, 2017. Unbilled receivables arise from services rendered but not yet billed. As of December 31, 20152018 and 2014,2017, unbilled receivables totaled $14.0$19.0 million and $13.2$14.2 million, respectively. Expected credit losses related to trade receivables are recorded as an allowance for uncollectible accounts in the Consolidated Balance Sheets. The Company establishes the allowances for uncollectible accounts using percentages of aged accounts receivable balances to reflect the historical average of credit losses as well as specific provisions for certain identifiable, potentially uncollectible balances. When internal collection efforts on accounts have been exhausted, the accounts are written off and the associated allowance for uncollectible accounts is reduced.
Factoring Arrangements — In the second quarter of 2018, the Company executed an amendment of its Receivables Facility that includes an option for Cincinnati Bell Funding LLC (“CBF”) to sell certain receivables, on a non-recourse basis, directly to PNC Bank. The terms of the factoring arrangement provides for the factoring of certain receivables, which are purchased at the face amount of the receivable discounted at the annual rate of LIBOR plus a bank determined spread on the purchase date. Such sales of accounts receivable are reflected as a reduction of "Receivables, less allowances" in the Consolidated Balance Sheets as they meet the applicable criteria in Financial Accounting Standards Board (“FASB”) ASC 860, "Transfers and Servicing." The fees paid in relation to such sales of accounts receivable were $0.1 million in 2018 and are included in "Selling, general, and administrative" in the Consolidated Statements of Operations. Approximately $20 million of receivables were sold under the terms of the factoring agreement in 2018. See Note 8 for further information related to the Receivables Facility.
Inventory, Materials and Supplies — Inventory, materials and supplies consists of network components, various telephony and IT equipment to be sold to customers, wireless handsets and accessories to support our agreement with Verizon to sell their products and services in our retail stores, maintenance inventories, and other materials and supplies, which are carried at the lower of average cost or market.
Property, Plant and Equipment — Property, plant and equipment is stated at original cost and presented net of accumulated depreciation and impairment losses. Property, plant and equipment acquired in conjunction with the acquisition of Hawaiian Telcom was stated at fair value in accordance with ASC 805. Maintenance and repairs are charged to expense as incurred while improvements, which extend an asset's useful life or increase its functionality, are capitalized and depreciated over the asset's remaining life. The majority of the Entertainment and Communications network property, plant and equipment used to generate its voice and data revenue is depreciated using the group method, which develops a depreciation rate annually based on the average useful life of a specific group of assets rather than for each individual asset as would be utilized under the unit method. Provision for depreciation of other property, plant and equipment, except for leasehold improvements, is based on the straight-line method over the estimated economic useful life. Depreciation of leasehold improvements is based on a straight-line method over the lesser of the economic useful life of the asset or the term of the lease, including optional renewal periods if renewal of the lease is reasonably assured.
Additions and improvements, including interest and certain labor costs incurred during the construction period, are capitalized. The Company records the fair value of a legal liability for an asset retirement obligation in the period it is incurred. The estimated removal cost is initially capitalized and depreciated over the remaining life of the underlying asset. The associated liability is accreted to its present value each period. Once the obligation is ultimately settled, any difference between the final cost and the recorded liability is recognized as gain or loss on disposition.
Form 10-K Part IICincinnati Bell Inc.

Goodwill Goodwill represents the excess of the purchase price consideration over the fair value of net assets acquired and recorded in connection with business acquisitions. Goodwill is generally allocated to reporting units one level below business segments. Goodwill is tested for impairment on an annual basis or when events or changes in circumstances indicate that such assets may be impaired. If the net book value of the reporting unit exceeds its fair value, an impairment loss may beis recognized. An impairment loss is measured as the excess of the carrying value of goodwill of a reporting unit over its implied fair value. The implied fair value of goodwill represents the difference between the fair value of the reporting unit and the fair value of all the assets and liabilities of that unit, including any unrecognized intangible assets.
Long-Lived Assets — Management reviews the carrying value of property, plant and equipment and other long-lived assets, including intangible assets with definite lives, when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the estimated future undiscounted cash flows expected to result from the use of an asset (or group of assets) and its eventual disposition is less than its carrying amount. An impairment loss is measured as the amount by which the asset’s carrying value exceeds its estimated fair value. Long-lived intangible assets are amortized based on the estimated economic value generated by the asset in future years.
Equity Method InvestmentsInvestment in CyrusOne - On January 24, 2013, we completed the initial public offering ("IPO") of CyrusOne Inc. ("CyrusOne"), which owns and operates our former Data Center Colocation business. CyrusOne conducts its data center business through CyrusOne LP, an operating partnership. Effective with the IPO, we retained ownership of approximately 1.9 million shares, or 8.6%, of CyrusOne's common stock and were a limited partner in CyrusOne LP, owning approximately 42.6 million, or 66%, of its partnership units. We effectively owned 69% of CyrusOne and continued to have significant influence over the entity, but we did not control its operations. Therefore, effective January 24, 2013, we no longer included the accounts of CyrusOne in our consolidated financial statements, but accounted for our ownership in CyrusOne as an equity method investment. From the date of IPO, we recognized our proportionate share of CyrusOne's net income or loss as non-operating income or expense in our Consolidated Statement of Operations through December 31, 2015. For the period January 1, 2013 through January 23, 2013, we consolidated CyrusOne's operating results.

67

Form 10-K Part IICincinnati Bell Inc.

We completed the sale of 16.0 million partnership units of CyrusOne LP to CyrusOne Inc. at a price of $22.26 per unit in the second quarter of 2014. In the second quarter of 2015, we consummated the sale of 14.3 million operating partnership units of CyrusOne LP to CyrusOne, Inc. at a price of $29.88 per unit for proceeds of $426.0 million. On July 1, 2015,2016, we sold 6.0 million operating partnership units of CyrusOne LP to CyrusOne, Inc. at a price of $28.41 per unit for proceeds of $170.3 million. In December 2015, we sold 1.44.1 million shares of CyrusOne's common stock atfor net proceeds totaling $189.7 million that resulted in a pricegain of $35.30 per share for proceeds$157.0 million. In the first quarter of $47.6 million.
For the year ended December 31, 2015, 2014 and 2013, the Company received cash dividends from CyrusOne totaling $22.2 million, $28.4 million and $21.3 million, respectively. Dividends from CyrusOne are recognized as a reduction of our investment. Effective December 31, 20152017, we exchangedsold our remaining 6.32.8 million operating partnership units in CyrusOne LP for an equal number of newly issued shares of common stock of CyrusOne Inc. common stock for net proceeds totaling $140.7 million that resulted in a realized gain of $117.7 million. As a result,of December 31, 2017, we own approximately 9.5% of CyrusOne's common shares and no longer have significant influence over the entity. Therefore, as of December 31, 2015, our ownershipan investment in CyrusOne is accounted for as a cost method investment.Inc.Dividends declared by CyrusOne in 2016 totaled $6.4 million and were included in "Other (income) expense, net" in the Consolidated Statement of Operations.
During 2014, we invested a total of $5.5 million in other entities, which are accounted for asEquity Method Investments — The Company records equity method investments and theat carrying value has been recorded within “Other noncurrent assets” in the Consolidated Balance Sheets. The Company's proportionate share of the investments’ net loss had a minimal impact on our Consolidated StatementStatements of Operations.
Our equityOperations in 2018, 2017 and 2016. Equity method investments are tested for impairment on an annual basis or when events or changes in circumstances indicate that such assets may be impaired. In the third quarter of 2017, the entire carrying value of $4.7 million of an equity method investment was impaired and recorded to "Other (income) expense, net" in the Consolidated Statements of Operations.
Cost Method Investments — Effective December 31, 2015Certain of our investment in CyrusOne is accounted for as a cost method investment.investments do not have readily determinable fair values. The carrying value of this investmentthese investments was 55.5$5.8 million and $3.8 million as of December 31, 2015. Our cost method investments2018 and 2017, respectively, and was included in "Other noncurrent assets" in the Consolidated Balance Sheets. Investments are testedreviewed annually for impairment, on an annual basis or when events orsooner if changes in circumstances indicate that such assetsthe carrying value may not be impaired.recoverable. If the carrying value of the investment exceeds its estimated fair value and the decline in value is determined to be other-than-temporary, an impairment loss is recognized for the difference. The Company estimates fair value using external information and discounted cash flow analysis.
Leases — Certain property and equipment are leased. At lease inception, the lease terms are assessed to determine if the transaction should be classified as a capital or operating lease.
Treasury Shares — The repurchase of common shares is recorded at purchase cost as treasury shares. Our policy is to retire, either formally or constructively, treasury shares that management anticipates will not be reissued. Upon retirement, the purchase cost of the treasury shares that exceeds par value is recorded as a reduction to “Additional paid-in capital” in the Consolidated Balance Sheets.
Revenue Recognition — We applyEffective January 1, 2018, the Company adheres to revenue recognition principles described in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic ("ASC") 605,FASB ASC 606, “Revenue Recognition.” Under ASC 605,606, revenue is recognized when there is persuasive evidence of a sale arrangement, delivery has occurredthe Company transfers promised goods or services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured.
With respect to arrangements with multiple deliverables, management determines whether more than one unit of accounting existscustomers in an arrangement. Toamount that reflects the extent thatconsideration to which the deliverables are separable into multiple units of accounting, total consideration is allocatedCompany expects to the individual units of accounting based on their relative fair value, determined by the price of each deliverable when it is regularly sold on a stand-alone basis. Revenue is recognizedbe entitled in exchange for each unit of accounting as delivered,those goods or asservices. A good or service is performed, depending onconsidered to be transferred when the nature of the deliverable comprising the unit of accounting.customer obtains control.
The Company hashad no customers whose revenue comprised greater than 10% of total revenue in 2018 and 2017. The Company had sales with one large customer, GE, thatwhich contributed 12%11% to total revenue in 2015 and 14% in 2014.2016. Revenue derived from foreign operations is approximately 1%6% and 3% of consolidated revenue.revenue in 2018 and 2017, respectively. Revenue derived from foreign operations was immaterial in 2016.
Form 10-K Part IICincinnati Bell Inc.

Entertainment and Communications — Revenues from local telephone, special access, internet product and video services, which are billed monthly prior to performance of service, are not recognized upon billing or cash receipt but rather are deferred until the service is provided. LongConsumer long distance, switched access and other usage based charges are billed monthly in arrears. Entertainment and Communications bills service revenue in regular monthly cycles, which are spread throughout the days of the month. As the last day of each billing cycle rarely coincides with the end of the reporting period for usage-based services such as long distance and switched access, we must estimate service revenues earned but not yet billed. These estimates are based upon historical usage, and we adjust these estimates during the period in which actual usage is determinable, typically in the following reporting period.
Initial billings for Entertainment and Communications service connection and activation are deferred and amortized into revenue on a straight-line basis over the average customer life. The associated connection and activation costs, to the extent of the upfront fees, are also deferred and amortized on a straight-line basis over the average customer life.

68

Form 10-K Part IICincinnati Bell Inc.

Pricing of local voice services is generally subject to oversight by both state and federal regulatory commissions. Such regulation also covers services, competition, and other public policy issues. Various regulatory rulings and interpretations could result in increases or decreases to revenue in future periods.
For long-term indefeasible right of use, or IRU, contracts for fiber circuit capacity, the Company may receive up-front payments for services to be delivered for a period of up to 25 years. In these situations, the Company defers the revenue and amortizes it on a straight-line basis to earnings over the term of the contract. The Company began recognizing a financing component, in accordance with ASC 606, associated with the up-front payments for services to be delivered under IRU contracts for fiber circuit capacity. See Note 3 for further information.

IT Services and Hardware — Services areRevenue is generally recognized as the service is provided. Maintenance on telephony equipment is deferred and recognized ratably over the term of the underlying customer contract, generally one to three years.
EquipmentFor hardware sales, revenue is recognized uponnet of the completioncost of our contractual obligations, such as shipment, delivery, or customer acceptance.product and is recognized when the hardware is shipped. Installation service revenue is generally recognized when installation is complete. We sell equipment and installation services on both a combined and standalone basis.
The Company is a resellerFor the sale of IT and telephony equipment. For these transactions,hardware within the Infrastructure Solutions category, we considerevaluate whether we are the gross versus net revenue recording criteria of ASC 605. Based on this criteria, these equipmentprincipal (in which case we report revenues and associated costs have generally been recorded on a gross basis rather than recordingbasis) or an agent (in which case we report revenues on a net basis). In this assessment, we consider if we obtain control of the revenuesspecified goods or services before they are transferred to the customer as well as other indicators such as the party primarily responsible for fulfillment, inventory risk and discretion in establishing price. Based on these criteria, the Company typically acts as an agent and, as such, will record revenue associated with the sale of hardware net of the associated costs. Vendor rebates are earned on certain equipment sales. When the rebate is earned and the amount is determinable, we recognize the rebate as an offset torelated cost of products sold.
Discontinued Operations — Postpaid wireless and reciprocal compensation were billed monthly in arrears. Service revenue was billed in regular monthly cycles, which were spread throughout the days of the month. As the last day of each billing cycle rarely coincided with the end of the reporting period for usage-based services such as postpaid wireless, we estimated service revenues earned but not yet billed. Our estimates were based upon historical usage, and we adjusted these estimates during the period in which actual usage was determinable, typically in the following reporting period.
Revenue from prepaid wireless service, which was collected in advance, was not recognized upon billing or cash receipt but rather deferred until the service was provided.
Wireless handset revenue and the related activation revenue were recognized when the products were delivered to and accepted by the customer, as this was considered to be a separate earnings process from the sale of wireless services. Wireless equipment costs were also recognized upon handset sale and were generally in excess of the related handset and activation revenue. Revenue from termination fees was recognized when collection was deemed reasonably assured.products.
Advertising Expenses — Costs related to advertising are expensed as incurred. Advertising costs were $8.3$14.2 million, $7.2$13.5 million, and $7.3$9.5 million in 2015, 2014,2018, 2017, and 2013,2016, respectively.
Legal Expenses — In the normal course of business, the Company is involved in various claims and legal proceedings. Legal costs incurred in connection with loss contingencies are expensed as incurred. Legal claim accruals are recorded once determined to be both probable and estimable.
Income, Operating, and Regulatory Taxes
Income taxes — The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction as well as various foreign, state and local jurisdictions. The provision for income taxes is based upon income in the consolidated financial statements, rather than amounts reported on the income tax return. The income tax provision consists of an amount for taxes currently payable and an amount for tax consequences deferred to future periods. Deferred investment tax credits are amortized as a reduction of the provision for income taxes over the estimated useful lives of the related property, plant and equipment. Deferred income taxes are provided for temporary differences between financial statement and income tax assets and liabilities. Deferred income taxes are recalculated annually at rates then in effect. Valuation allowances are recorded to reduce deferred tax assets to amounts that are more likely than not to be realized. The ultimate realization of the deferred income tax assets depends upon the ability to generate future taxable income during the periods in which basis differences and other deductions become deductible and prior to the expiration of the net operating loss carryforwards.
Previous tax filings are subject to normal reviews by regulatory agencies until the related statute of limitations expires.
Form 10-K Part IICincinnati Bell Inc.

Operating taxes — Certain operating taxes such as property, sales, use, and gross receipts taxes are reported as expenses in operating income primarily within cost of services. These taxes are not included in income tax expense because the amounts to be paid are not dependent on our level of income. Liabilities for audit exposures are established based on management's assessment of the probability of payment. The provision for such liabilities is recognized as either property, plant and equipment, operating tax expense, or depreciation expense depending on the nature of the audit exposure. Upon resolution of an audit, any remaining liability not paid is released against the account in which it was originally recorded.

69

Form 10-K Part IICincinnati Bell Inc.

Regulatory taxes — The Company incurs federal and state regulatory taxes on certain revenue producing transactions. We are permitted to recover certain of these taxes by billing the customer; however, collections cannot exceed the amount due to the federal regulatory agency. These federal regulatory taxes are presented in salesrevenue and cost of services on a gross basis because, while the Company is required to pay the tax, it is not required to collect the tax from customers and, in fact, does not collect the tax from customers in certain instances. The amounts recorded as revenue for 2015, 2014,2018, 2017, and 20132016 were $15.5$22.2 million, $15.2$16.8 million and $14.9$16.3 million, respectively. The amounts expensedreported as expense for 2015, 2014,2018, 2017 and 20132016 were $17.9$23.4 million, $16.4$17.7 million, and $14.9$17.5 million, respectively. We record all other federal taxes collected from customers on a net basis.
Stock-Based Compensation — Compensation cost is recognized for all share-based awards to employees and non-employee directors. We value all share-based awards to employees at fair value on the date of grant and expense this amount over the required service period, generally defined as the applicable vesting period. For awards which contain a performance condition, compensation expense is recognized over the service period, when achievement of the performance condition is deemed probable. The fair value of stock options and stock appreciation rights is determined using the Black-Scholes option-pricing model using assumptions such as volatility, risk-free interest rate, holding period and dividends. The fair value of stock awards is based on the Company’s closing share price on the date of grant. For all share-based payments, an assumption is also madethe Company accounts for the estimatedforfeitures as they occur. Actual forfeiture rate based on the historical behavior of employees. The forfeiture rateactivity reduces the total fair value of the awards to be recognized as compensation expense. Our accounting policy for graded vesting awards is to recognize compensation expense on a straight-line basis over the vesting period. We have also granted employee awards to be ultimately paid in cash which are indexed to the change in the Company’s common stock price. These awards are adjusted to the fair value of the Company's common stock, and the adjusted fair value is expensed on a pro-rata basis over the vesting period. When an award is granted to an employee who is retirement eligible, the compensation cost is recognized over the service period up to the date that the employee first becomes eligible to retire.
Pension and Postretirement Benefit Plans — The Company maintains qualified and non-qualified defined benefit pension plans, and also provides postretirement healthcare and life insurance benefits for eligible employees. We recognize the overfunded or underfunded status of the defined benefit pension and other postretirement benefit plans as either an asset or liability. Changes in the funded status of these plans are recognized as a component of comprehensive income (loss) in the year they occur. Pension and postretirement healthcare and life insurance benefits earned during the year and interest on the projected benefit obligations are accrued and recognized currently in net periodic benefit cost. Prior service costs and credits are amortized over the average life expectancy of participants or remaining service period, based upon whether plan participants are mostly retirees or active employees. Net gains or losses resulting from differences between actuarial experience and assumptionsestimates or from changes in actuarial assumptions are recognized as a component of annual net periodic benefit cost. Unrecognized actuarial gains or losses that exceed 10% of the projected benefit obligation are amortized on a straight-line basis over the average remaining service life of active employees for the Cincinnati pension and bargained postretirement plans (approximately 9-13 years)8-12) and average life expectancy of retirees for the Cincinnati management postretirement plan (approximately 1715 years). The accumulated gains or losses associated with the Hawaii plans do not exceed the corridor requiring amortization.
Business Combinations — In accounting for business combinations, we apply the accounting requirements of FASB ASC 805, “Business Combinations,” which requires the recording of net assets of acquired businesses at fair value. In developingThe Company utilizes management estimates ofand an independent third-party valuation firm to assist in determining the fair valuevalues of acquired assets and assumed liabilities, managementliabilities. In developing estimates of the fair value of net assets, the Company analyzes a variety of factors including market data, estimated future cash flows of the acquired operations, industry growth rates, current replacement cost for fixed assets, and market rate assumptions for contractual obligations. Such a valuation requires management to make significant estimates and assumptions, particularly with respect to the intangible assets. In addition, contingent considerationThe Company reports in its consolidated financial statements provisional amounts for the items for which accounting is presented at fair value atincomplete. Goodwill is adjusted for any changes to provisional amounts made within the date of acquisition. Transaction costs are expensed as incurred.measurement period.
Fair Value Measurements — Fair value of financial and non-financial assets and liabilities is defined as the price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is utilized to measure certain investments on a recurring basis. Fair value measurements are also utilized to determine the initial value of assets and liabilities acquired in a business combination, to perform impairment tests, and for disclosure purposes.
Form 10-K Part IICincinnati Bell Inc.

Management uses quoted market prices and observable inputs to the maximum extent possible when measuring fair value. In the absence of quoted market prices or observable inputs, fair value is determined using valuation models that incorporate assumptions that a market participant would use in pricing the asset or liability.

70

Form 10-K Part IICincinnati Bell Inc.

Fair value measurements are classified within one of three levels, which prioritize the inputs used in the methodologies of measuring fair value for assets and liabilities, as follows:
Level 1 — Quoted market prices for identical instruments in an active market;
Level 2 — Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs); and
Level 3 — Unobservable inputs that reflect management's determination of assumptions that market participants would use in pricing the asset or liability. These inputs are developed based on the best information available, including our own data.
The determination of where an asset or liability falls in the hierarchy requires significant judgment.
Foreign Currency Translation and Transactions — The financial position of foreign subsidiaries is translated at the exchange rates in effect at the end of the period, while revenues and expenses are translated at average rates of exchange during the period. Gains or losses from translation of foreign operations where the local currency is the functional currency are included as components of accumulated other comprehensive income (loss).income. Gains and losses arising from foreign currency transactions are recorded in other income (expense)"Other (income) expense, net" in the period incurred.

71

Form 10-K Part II Cincinnati Bell Inc.

2.    Recently Issued Accounting Standards
In AprilMay 2014, the FASB issued Accounting StandardStandards Update ("ASU") 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.  The amendments in this update increased the threshold for a disposal to qualify as a discontinued operation and require new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation.  ASU 2014-08 was effective on January 1, 2015 and applicable to our wireless operations, which qualified for discontinued operations as of March 31, 2015. For full discussion of discontinued operations and required disclosures reference Notes 1 and 3 of the Consolidated Financial Statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This standard also includes expanded disclosure requirements that result in an entity providing users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. ThisThe Company adopted the new standard will be effective for us in the first quarterand all subsequent amendments as of the fiscal year ending December 31,January 1, 2018. The Company utilized the full retrospective method; therefore, each prior reporting period presented was adjusted beginning with the issuance of the Company’s 2018 interim financial statements.
The most significant impact of adopting the new standard is currentlythe change to the treatment of hardware revenue in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements.
The FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entity's Ability to ContinueInfrastructure Solutions category from recording hardware revenue as a Going Concernprincipal (gross) to recording revenue as an agent (net). Based on our assessment of ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net), issued by the FASB in August 2014.  The amendments provideMarch 2016, the Company acts as an agent and as such will record hardware sales net of the related cost of products. ASU 2016-08 clarifies the implementation guidance about management’s responsibilityon principal versus agent considerations focusing on a control model rather than a risk and reward model. As a result of adopting ASU 2014-09, revenue and cost of products decreased by $168.2 million and $222.8 million, for 2016 and 2017, respectively. Changes in accounting policies related to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The standard will be effective for us in the fiscal year ending December 31, 2016.  The adoption of this pronouncement isvariable consideration or rebates did not expected to have a material impacteffect on our financial statements.
In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest, which changes the presentation of debt issuance costs in theCompany's financial statements. The amendmentsFulfillment and acquisition costs that are now recorded as an asset and amortized on a monthly basis decreased expense by $1.5 million and $0.7 million, for 2016 and 2017, respectively. Additionally, as a result of the adoption of ASC 606 an increase to tax expense of $0.5 million was recorded in this update require companies2016 and a decrease to present suchtax expense of $4.2 million was recorded in 2017. This change to expense for fulfillment and acquisition costs inand tax expense increased both basic and diluted earnings per share for 2016 by $0.02 and increased both basic and diluted earnings per share for 2017 by $0.11 and $0.12, respectively. An incremental asset related to fulfillment and acquisition costs of $30.1 million was recorded on the balance sheet as of January 1, 2016, with an offsetting reduction in "Accumulated deficit." As a direct deduction from the related debt rather than as an asset and to record amortizationresult of the entry, the total contract asset related to fulfillment and acquisition costs as interest expense.was $30.6 million at January 1, 2016. The standard will be effective for us in the fiscal year ending December 31, 2016 and will be applied retrospectively for prior periods. The Company estimates approximately $10 millionimpact of debt issuance costs will be reclassified from "Other non-current assets" to "Long term debt, less current portion" on the Consolidated Balance Sheets on the date of adoption. The adoption is not expected to impact the Statement of Operations.
The FASB issued ASU 2015-05, Intangibles-Goodwill and Other-Internal-Use Software, which amends ASC 350-40 to provide customers with guidance on determining whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software in April 2015. The standard will be effective for us in the fiscal year ending December 31, 2016 and can be adopted retrospectively or prospectively to arrangements entered into, or materially modified, after the effective date. The Company plans to prospectively adopt this standard and estimates an immaterial impact on the Company’s consolidated financial statements.
In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which amends rules regarding the classification of current and noncurrent deferred tax liabilities and assets.  Specifically, this amendment requires that for a particular tax-paying component of an entity and within a particular tax jurisdiction, all deferred tax liabilities and assets shall be offset and presented as a single noncurrent amount. The Company retrospectively adopted the amended standard effective December 31, 2015. The adoption of this standardthese adjustments resulted in a prior period adjustment duedecrease of $10.8 million to a change in accounting principle. The Consolidated Balance Sheet for the period ending December 31, 2014 has been restated to reflect this change in accounting principle and reclass of $68.9 million of "Deferred income taxes, net" from currenttax assets" as of January 1, 2016, with the offset to non-current. The previously discussed reclasses also impact"Accumulated deficit." See Note 3 for additional disclosures as a result of adopting ASC Topic 606.
In January 2016, the Supplemental Guarantor Condensed Consolidating Balance Sheets in Footnote 18 and 19 by decreasing “Other current assets” and increasing “Other noncurrent assets” by $68.9 million. Adoption of ASU 2015-17 did not effect income (loss) from continuing operations, income (loss) from discontinued operations or retained earnings in the presented periods.
The FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments in January 2016.instruments. The amended guidance requires entities to carry all investments in equity securities at fair value and changes in fair value shall be recognized through net income unless the entity has elected the practicability exception to fair value measurement. This standard will beis effective for the fiscal year ending December 31, 2018 and will requirerequires a cumulative-effect adjustment to beginning retained earnings on this date. The Company adopted the standard effective January 1, 2018. The Company does not hold any equity securities as of December 31, 2018.
In February 2016, the FASB issued ASU 2016-02, Leases, which represents a wholesale change to lease accounting. The standard introduces a lessee model that brings most leases on the balance sheet, as well as aligns certain underlying principles of the new lessor model with those in ASC 606. The ASU is currentlyeffective for public entities for fiscal years beginning after December 15, 2018. As issued, the standard requires lessors and lessees to use a modified retrospective transition method for existing leases. ASU 2016-02 was amended in January 2018 by the provisions of ASU 2018-01, “Land Easement Practical Expedient for Transition to Topic 842,” and in July 2018 by the provisions of ASU 2018-10, “Codification Improvements to Topic 842, Leases,” and ASU 2018-11, “Targeted Improvements,” and in November 2018 by the provisions of ASU 2018-20, "Narrow-Scope Improvements for Lessors." The Company adopted the standard and all subsequent amendments on January 1, 2019.
The Company has completed procedures to identify the existing lease population to which the new standard is applicable. The Company has implemented changes to accounting policies, processes, systems, and internal controls. The Company procured a third-party lease accounting software solution to facilitate the ongoing accounting and financial reporting requirements of the ASU. The new standard will result in the processrecognition of evaluatingoperating lease right-of-use assets of approximately $35 million to $45 million on the impactCompany’s consolidated balance sheets.
Form 10-K Part IICincinnati Bell Inc.

The new standard allows for certain practical expedients relating to the separation of lease and non-lease components, which is required under Topic 842. The Company's operating leases for certain network services that include Customer Premise Equipment, such as handsets and set-top boxes, have lease and non-lease components which the Company has elected to account for as one single non-lease component in accordance with ASC 606. The Company also elected the practical expedient allowing entities to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The cumulative effect of adopting the standard is immaterial. The adoption of this standard, as amended, will not result in the restatement of comparative periods presented.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flow - Classification of Certain Cash Receipts and Cash Payments, which amends ASC 230 to add or clarify guidance on the consolidatedclassification of certain cash receipts and payments in the statement of cash flows. The FASB issued the ASU with the intent of reducing diversity in practice. The ASU is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted this standard effective January 1, 2018. The adoption of this standard did not have a material effect on the Company’s Consolidated Statement of Cash Flows.
In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which amends the requirements in ASC 715 related to the income statement presentation of the components of net periodic benefit cost for an entity’s sponsored defined benefit pension and other postretirement plans. The ASU requires entities to disaggregate the current service cost component from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement. The other components shall be presented elsewhere in the income statement and outside of income from operations, if such a subtotal is presented, on a retrospective basis as of the date of adoption. In addition, only the service cost component of net benefit cost is eligible for capitalization on a prospective basis. The ASU is effective for public business entities for annual periods beginning after December 15, 2017. The Company retrospectively adopted the standard effective January 1, 2018. The Company re-classed $1.3 million and $6.6 million of other components of net benefit cost from "Cost of services and products" to a new line below Operating income, "Other components of pension and postretirement benefit plans expense," on the Consolidated Statements of Operations for 2016 and 2017, respectively. The Company re-classed $3.0 million and $6.0 million of other components of net benefit cost from "Selling, general and administrative," to "Other components of pension and postretirement benefit plans expense," on the Consolidated Statements of Operations for 2016 and 2017, respectively. The Company re-classed $4.0 million of other components of net benefit cost from "Other" related to a settlement charge to "Other components of pension and postretirement benefit plans expense," on the Consolidated Statements of Operations for 2017.
In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation, which amends the scope of modification accounting for share-based payment arrangements. The ASU is effective for public business entities for annual periods beginning after December 15, 2017. The Company prospectively adopted the standard effective January 1, 2018 and will apply the amended guidance to any awards modified on or after this date.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which improves the hedge accounting model to facilitate financial statements.reporting that more closely reflects a company’s risk management activities. The FASB’s new guidance will make more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. This update is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted in any interim period after issuance of the update. The Company early-adopted the guidance effective April 1, 2018.

In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows entities to elect to make a one-time reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. The ASU is effective for public entities for annual reporting periods beginning after December 15, 2018, and for interim periods within those fiscal years. Early adoption is permitted. The Company early adopted this guidance effective December 31, 2017, resulting in a reclassification adjustment of $32.2 million to "Accumulated deficit" from "Accumulated other comprehensive loss" on the Consolidated Balance Sheets. The amount of the reclassification is calculated on the basis of the difference between the historical and newly enacted tax rates on deferred taxes related to our pension and postretirement benefit plans.

Form 10-K Part IICincinnati Bell Inc.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software, which aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the requirements in ASU 350-40 for capitalizing implementation costs incurred to develop or obtain internal-use software. The amendments in this ASU also require the entity to present the expense related to the capitalized implementation costs in the same line item in the statement of income as the fees associated with the hosting element of the arrangement and classify payments for capitalized implementation costs in the statement of cash flows in the same manner as payments made for fees associated with the hosting element. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. Early adoption is permitted in any interim period after issuance of the update. The Company early adopted this standard prospectively effective January 1, 2019.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

72

Form 10-K Part II Cincinnati Bell Inc.


3.    Revenue
The Entertainment and Communications segment provides products and services to both consumer and enterprise customers that can be categorized as either Fioptics in Cincinnati or Consumer/SMB Fiber in Hawaii (collectively, "Consumer/SMB Fiber"), Enterprise Fiber or Legacy. The products and services within these three categories can be further categorized as either Data, Voice, Video or Other. Consumer/SMB Fiber and Legacy revenue include both consumer and enterprise customers. Enterprise Fiber revenue includes ethernet and dedicated internet access services that are provided to enterprise customers. Enterprise Fiber also includes revenue associated with the Southeast Asia to United States ("SEA-US") trans Pacific submarine cable system, which was acquired in conjunction with the acquisition of Hawaiian Telcom in the third quarter of 2018, and connects Indonesia, the Philippines, Guam, Hawaii and the mainland United States.

Consumer customers have implied month-to-month contracts, while enterprise customers, with the exception of contracts associated with the SEA-US, typically have contracts with a duration of one to five years and automatically renew on a month to month basis. Customers are invoiced on a monthly basis for services rendered. Contracts for projects that are included within the Other revenue stream are typically short in duration and less than one year. Contracts associated with the SEA-US typically range from 15 to 25 years and payment is prepaid.

The IT Services and Hardware segment provides a full range of Information Technology ("IT") solutions, including Communications, Cloud and Consulting services. IT Services and Hardware customers enter into contracts that have a typical duration of one to five years, with varied renewal options at the end of the term. Customers are invoiced on a monthly basis for services rendered. The IT Services and Hardware segment also provides enterprise customers with Infrastructure Solutions, which includes the sale of hardware and maintenance contracts. These contracts are typically satisfied in less than twelve months and revenue is recognized at a point in time.

The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which was adopted on January 1, 2018, using the full retrospective method. See below for further discussion of the adoption, including the impact on our 2017 and 2016 financial statements.

The Company has elected the practical expedient described in ASC 606-10-32-18 that allows an entity to not adjust the promised amount of consideration for the effects of a significant financing component if the entity expects that the period of time between the transfer of a promised good or service to the customer and when the customer pays for such good or service will be one year or less. Customers are typically billed immediately upon the rendering of services or the delivery of products. Payment terms for customers are between 30 and 180 days. Subsequent to the acquisition of Hawaiian Telcom, the Company began recognizing a financing component associated with the up-front payments for services to be delivered under indefeasible right of use ("IRU") contracts for fiber circuit capacity. The IRU contracts are associated with the SEA-US. The IRU contracts typically have a duration ranging from 15 to 25 years.
Method of Adoption
The Company adopted ASC Topic 606 on January 1, 2018, using the full retrospective method. The comparative periods for 2018, 2017 and 2016 are recast and reported in accordance with ASC Topic 606. The adoption of ASC Topic 606 primarily affected product revenue and cost of products on our Consolidated Financial Statements. Based on the Company’s assessment of ASC Topic 606 as it relates to the sale of hardware within the Infrastructure Solutions category, the Company considers itself an agent (net) versus as a principal (gross). Based on our assessment of ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net), issued by the FASB in March 2016, the Company acts as an agent and as such will record revenue associated with the sale of hardware net of the related cost of products. This conclusion is based on the Company not obtaining control of the inventory since in most cases the Company does not take possession of the inventory, does not have the ability to direct the product to anyone besides the purchasing customer, and does not integrate the hardware with any of our own goods or services. In situations where the Company does take possession, the Company assesses if we act as the principal or the agent in such circumstances. While the Company does perform installation services in certain cases, those services involve installing the hardware into the customer’s existing technology. Installation is considered a separate performance obligation as it is capable of being distinct, and is distinct, within the context of the contract. The reduction to "Revenue" and "Cost of services and products" related to recording these contracts on a net basis is $222.8 million and $168.2 million for the years ended 2017 and 2016, respectively.

3.Form 10-K Part IIDiscontinued OperationsCincinnati Bell Inc.
Cincinnati Bell Wireless LLC ("CBW"), our former Wireless segment, provided digital wireless voice and data communications services to customers in the Company’s licensed service territory, which included Greater Cincinnati and Dayton, Ohio, and areas of northern Kentucky and southeastern Indiana. The Company’s customers were also able to place and receive wireless calls nationally and internationally due to roaming agreements the Company had with other carriers.
In addition to the second quarter of 2014, we entered into agreements to sell our wireless spectrum licenses and certain otherchanges discussed above, additional contract assets related to our wireless business, including leasesfulfillment costs and costs of acquisition of $30.1 million were recorded to certain wireless towers"Other noncurrent assets" as of January 1, 2016, with an offsetting reduction in "Accumulated deficit." As a result of the entry, total contract assets related to fulfillment and related equipmentacquisition costs were $30.6 million as of January 1, 2016. Under the new standard, the Company defers all incremental sales incentives and other assets.costs incurred in order to obtain a contract with a customer. The agreementCompany amortizes the contract asset related to sellboth fulfillment costs and cost of acquisition over the period of time the services under the contract are expected to be delivered to the customer.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, or a series of distinct goods or services, and is the unit of account defined in ASC Topic 606. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Contract modifications for changes to services provided are routine throughout the term of our spectrum licenses closedcontracts. In most instances, contract modifications are for the addition or reduction of services that are distinct, and price changes are based on September 30, 2014the stand-alone selling price of the service and, as such, are accounted for cash proceedson a prospective basis as a new contract.

Goods and services are sold individually, or a contract may include multiple goods or services. For contracts with multiple goods and services, the contract transaction price is allocated to each performance obligation using the stand-alone selling price of $194.4 million. Prior to this date, the Company's digital wireless network utilized 50 MHz of licensed spectrumeach distinct good or service in the Cincinnati area and 40 MHzcontract.

Certain customers of licensed spectrumthe Company may receive cash-based rebates based on volume of sales, which are accounted for as variable consideration. Potential rebates are considered at contract inception in our estimate of transaction price based on the Dayton area, which hadprojected volume of sales. Estimates are reassessed quarterly.

Performance obligations are satisfied either over time as services are performed, or at a carryingpoint in time. Substantially all of our service revenue is recognized over time. For services transferred over time, the Company has elected the practical expedient to recognize revenue based on amounts invoiced to the customer as the Company has concluded that the invoice amount directly corresponds with the value of $88.2 million. Simultaneous withservices provided to the closecustomer. Management considers this a faithful depiction of the spectrum sale,transfer of control as services are provided evenly over the month and are substantially the same over the life of the contract. As the Company entered into a separate agreement to use certain wireless spectrumhas elected the practical expedients detailed at ASC 606-10-50-13, revenue for $8.00 until we no longer provided wireless services. We ceased providing wireless service effective March 31, 2015. The fair value of the lease, which is considered a Level 3 measurement based on other comparable transactions, totaled $6.4 million and was recorded as a prepaid expense and amortized over a six month period ending March 31, 2015.these unsatisfied performance obligations that will be billed in future periods has not been disclosed.

As of MarchDecember 31, 2015, there were no subscribers remaining on2018, our estimated revenue, including a financing component, expected to be recognized in the networkfuture related to performance obligations associated with customer contracts that are unsatisfied (or partially unsatisfied) is $39.7 million. Approximately 80% of this revenue is related to IRU contracts associated with the SEA-US (see Note 9). Certain IRU contracts extend for periods of up to 30 years and we no longer requiredare invoiced at the usebeginning of the spectrum being leased. Therefore,contract term.  The revenue from such contracts is recognized over time as services are provided over the $112.6 million gain on the sale of the wireless spectrum licenses, which had been previously deferred, wascontract term.  The expected revenue to be recognized in Income (loss) from discontinued operations, net of tax during the three months ended March 31, 2015. On April 1, 2015, we transferred certain other wireless assets to the acquirer, including leases to certain wireless towers and related equipment and other assets, which resulted in a gain of $15.9 million in the second quarter of 2015. As a result, we removed the following assets and liabilities in the second quarter of 2015.

for existing IRU contracts is as follows:

(dollars in millions)As of April 1, 2015
Property, plant and equipment, net$16.0
  
Current portion of long-term debt0.5
Long-term debt, less current portion24.8
Other non-current liabilities6.6
Total liabilities$31.9
(dollars in millions)  
2019 $2.6
2020 2.6
2021 2.5
2022 2.6
2023 2.5
Thereafter 26.9

Form 10-K Part IICincinnati Bell Inc.

Entertainment and Communications

The Company has identified four distinct performance obligations in the Entertainment and Communications segment, namely Data, Voice, Video and Other. Data, Voice and Video services are a series of distinct services because service is delivered to the customer continuously and in a substantially similar manner for each period of the agreement. Services provided by the Entertainment and Communications segment can be categorized into three main categories that include Consumer/SMB Fiber, Enterprise Fiber and Legacy, each of which may include one or more of the aforementioned performance obligations. Data services include high-speed internet access, digital subscriber lines, ethernet, TDM, SONET (Synchronous Optical Network), Small Cell, dedicated internet access, wavelength, digital signal and IRU revenue. Voice services include traditional and fiber voice lines, switched access, digital trunking and consumer long distance calling. Video services are offered through our fiber network to consumer and enterprise customers based on various standard plans with the opportunity to add premium channels. To receive video services, customers are required to use the Company's set top boxes that are billed as part of the monthly recurring service. Set top boxes are not considered a separate performance obligation from video because the equipment is necessary for the service to operate and the customer has no alternative use for the equipment.
Services and products not included in Data, Voice or Video are included in Other revenue and are comprised of wire care, wire time and materials projects and advertising. Transfer of control of these services and products is evaluated on an individual project basis and can occur over time or at a point in time.
The Company uses multiple methods to determine stand-alone selling prices in the Entertainment and Communications segment. For Data, Video and Voice products in Consumer/SMB Fiber, market rate is the primary method used to determine stand-alone selling prices. For Data performance obligations under the Enterprise Fiber category, and Voice, Data and Other performance obligations under the Legacy category, stand-alone selling prices are determined based on a list price, discount off of list price, a tariff rate, a margin percentage range, or a minimum margin percentage.
IT Services and Hardware
The Company has identified four distinct performance obligations in the IT Services and Hardware segment. These performance obligations are Communications, Cloud, Consulting and Infrastructure Solutions. Communications services are monthly services that include UCaaS, SD-WAN, NaaS, Contact Center, enterprise long distance, MPLS (Multi-Protocol Label Switching) and Networking Solutions. Cloud services include storage, backup, SLA-based monitoring and management, virtual data centers and cloud consulting. Consulting services provide customers with IT staffing, consulting, and application services. Infrastructure Solutions includes the sale of hardware, software and maintenance contracts.
For the sale of hardware, the Company evaluated whether it is the principal or the agent. The Company has concluded it acts as an agent because it does not control the inventory before it is transferred to customers, it does not have the ability to direct the product to anyone besides the purchasing customer, and it does not integrate the hardware with any of its own goods or services. Based on this assessment, the performance obligation is to arrange a sale of hardware between the manufacturer and the customer. In the instance where there is an issue with the hardware, the Company coordinates with the manufacturer to facilitate a return in accordance with the standard manufacturer warranty. Hardware returns are not significant to the Company.

Within the IT Services and Hardware segment, stand-alone selling prices for the four performance obligations were determined based on either a margin percentage range, minimum margin percentage or standard price list.

For hardware sales, revenue is recognized net of the cost of product and is recognized when the hardware is shipped. For certain projects within Communications and Consulting, revenue is recognized when the customer communicates acceptance of the services performed. For contracts with freight on board shipping terms, management has elected to account for shipping and handling as activities to fulfill the promise to transfer the good, and therefore, has not evaluated whether shipping and handling activities are promised services to its customers.
Form 10-K Part IICincinnati Bell Inc.

Contract Balances 
The Company recognizes incremental fulfillment costs as an asset when installation expenses are incurred as part of performing the agreement for Voice, Video and Data product offerings in the Entertainment and Communications segment when the contract life is longer than one year. These fulfillment costs are amortized ratably over the expected life of the customer, which is representative of the expected period of benefit of the asset capitalized. The expected life of the customer is determined utilizing the average churn rate. The Company calculates average churn based on the historical average customer life. We also recognize an asset for incremental fulfillment costs for certain Communications services in the IT Services and Hardware segment that require us to incur installation and provisioning expenses. The asset recognized for Communication services is amortized over the average contract life. Churn rates and average contract life are reviewed on an annual basis. Fulfillment costs are capitalized to “Other noncurrent assets.” The related amortization expense is recorded to “Cost of services and products.”
The Company recognizes an asset for the incremental costs of acquiring a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs related to Voice, Video, Data and certain Communications and Cloud services meet the requirements to be capitalized. The contract asset established for the costs of acquiring a contract are recorded to “Other noncurrent assets.” Sales incentives are amortized ratably over the period that services are delivered using either an average churn rate or average contract term, both representative of the expected period of benefit of the asset capitalized. Customer churn rates and average contract term assumptions are reviewed on an annual basis. The related amortization expense is recorded to “Selling, general and administrative.”
Management has elected to use the practical expedient detailed in ASC 340-40-25-4 to expense any costs to fulfill a contract and costs to obtain a contract as they are incurred when the amortization period would be one year or less. This practical expedient has been applied to fulfillment costs that include installation costs associated with wiring projects and certain Cloud services. In addition, this practical expedient has been applied to acquisition costs associated with revenue from certain Communications projects.

The following table presents the activity for the Company’s contract assets:
 Fulfillment Costs Cost of Acquisition Total Contract Assets
(dollars in millions)Entertainment and Communications IT Services and Hardware Total Company Entertainment and Communications IT Services and Hardware Total Company Entertainment and Communications IT Services and Hardware Total Company
Balance as of January 1, 2016$15.0
 $1.5
 $16.5
 $12.7
 $1.4
 $14.1
 $27.7
 $2.9
 $30.6
Additions14.5
 1.1
 15.6
 7.3
 0.7
 8.0
 21.8
 1.8
 23.6
Amortization(12.5) (1.0) (13.5) (7.9) (0.8) (8.7) (20.4) (1.8) (22.2)
Balance as of December 31, 201617.0
 1.6
 18.6
 12.1
 1.3
 13.4
 29.1
 2.9
 32.0
Additions13.7
 1.6
 15.3
 6.8
 1.1
 7.9
 20.5
 2.7
 23.2
Amortization(13.2) (1.2) (14.4) (7.3) (1.1) (8.4) (20.5) (2.3) (22.8)
Balance as of December 31, 201717.5
 2.0
 19.5
 11.6
 1.3
 12.9
 29.1
 3.3
 32.4
Additions9.9
 1.9
 11.8
 7.9
 1.7
 9.6
 17.8
 3.6
 21.4
Amortization(12.9) (1.4) (14.3) (6.5) (1.0) (7.5) (19.4) (2.4) (21.8)
Balance as of December 31, 201814.5
 2.5
 17.0
 13.0
 2.0
 15.0
 27.5
 4.5
 32.0
The Company recognizes a liability for cash received upfront for IRU contracts. At December 31, 2018, $1.4 million of contract liabilities were included in "Other current liabilities" and $28.0 million of contract liabilities were included in "Other noncurrent liabilities."

Form 10-K Part IICincinnati Bell Inc.

Disaggregated Revenue
The following table presents revenues disaggregated by product and service lines.
   
 Year ended December 31,
(dollars in millions)2018 2017 2016
Data$402.6
 $344.5
 $333.0
Video183.3
 148.9
 125.6
Voice244.9
 199.0
 217.9
Other22.6
 13.7
 14.8
Total Entertainment and Communications853.4
 706.1
 691.3
Consulting165.3
 89.3
 86.7
Cloud98.0
 81.0
 85.5
Communications178.5
 160.6
 144.3
Infrastructure Solutions109.1
 54.2
 36.2
Total IT Services and Hardware550.9
 385.1
 352.7
Intersegment revenue(26.1) (25.5) (26.4)
Total revenue$1,378.2
 $1,065.7
 $1,017.6
The following table presents revenues disaggregated by contract type.
   
 Year ended December 31,
(dollars in millions)2018 2017 2016
Entertainment and Communications     
 Products and services transferred at a point in time$25.3
 $20.6
 $23.2
 Products and services transferred over time805.8
 664.3
 647.1
 Intersegment revenue22.3
 21.2
 21.0
 Total Entertainment and Communications853.4
 706.1
 691.3
IT Services and Hardware

     
 Products and services transferred at a point in time142.9
 $80.8
 $54.9
 Products and services transferred over time404.2
 300.0
 292.4
 Intersegment revenue3.8
 4.3
 5.4
 Total IT Services and Hardware550.9
 385.1
 352.7
Total Revenue
 
 
 Total products and services transferred at a point in time168.2
 101.4
 78.1
 Total products and services transferred over time1,210.0
 964.3
 939.5
 Total revenue$1,378.2
 $1,065.7
 $1,017.6

Form 10-K Part II Cincinnati Bell Inc.


Wireless financial results4.    Mergers and Acquisitions
Acquisition of Hawaiian Telcom Holdco, Inc.
On July 2, 2018, the Company acquired Hawaiian Telcom Holdco, Inc. ("Hawaiian Telcom") for cash consideration of $218.3 million, stock consideration of $121.2 million and debt repayments, including accrued interest, of $318.2 million. Hawaiian Telcom is the ILEC for the twelve months ended December 31, 2015, 2014State of Hawaii and 2013 reportedthe largest full service provider of communication services and products in the state. With the acquisition, the Company gains access to both Honolulu, a well-developed, fiber-rich city, as Income (loss)well as the growing neighbor islands. The companies' combined fiber networks are nearly 16,500 fiber route miles.

The purchase price for Hawaiian Telcom consisted of the following:
(dollars in millions) 
Cash consideration plus debt assumed$536.5
Cincinnati Bell Inc. stock issued121.2
Debt repayment(318.2)
Total purchase price$339.5
In order to fund the acquisition, the Company utilized proceeds of $350.0 million from discontinued operations, netthe 8% Senior Notes due 2025 ("8% Notes"), $16.5 million of taxthe cash that was previously restricted to fund interest payments on the 8% Notes, drew $35.0 million on the Revolving credit facility and $154.0 million on the accounts receivable securitization facility (see Note 8). In conjunction with the acquisition, the Company issued 7.7 million Common Shares at a price of $15.70 per share as stock consideration. The Company recorded a total of $27.2 million in acquisition expenses related to the acquisition of Hawaiian Telcom, of which $19.2 million and $8.0 million were recorded in 2018 and 2017, respectively. These expenses are recorded in "Transaction and integration costs" on the Consolidated Statements of Operations are as follows:Operations.
Acquisition of OnX Holdings LLC
On October 2, 2017, the Company acquired 100% of OnX Holdings LLC ("OnX"), a privately held company that provides technology services and solutions to enterprise customers in the U.S., Canada and the U.K. The acquisition extends the IT Services and Hardware segment's geographic footprint and accelerates its initiatives in IT cloud migration.
The purchase price for OnX consisted of the following:
 Twelve Months Ended
 December 31,
(dollars in millions)2015 2014 2013
Revenue$4.4
 $132.8
 $201.5
Costs and expenses     
Cost of products and services12.0
 66.9
 102.3
Selling, general and administrative2.2
 19.5
 33.6
Depreciation and amortization expense28.6
 103.4
 41.2
Restructuring charges3.3
 16.3
 0.2
Impairment of asset
 7.5
 
     Transaction costs
 3.2
 
(Gain) loss on sale or disposal of assets(0.4) 
 3.5
Amortization of deferred gain(6.5) (22.9) (3.3)
Total operating costs and expenses39.2
 193.9
 177.5
Operating income (loss)(34.8) (61.1) 24.0
Interest (income) expense(1.7) 2.8
 6.0
Other (income) expense(2.3) 2.2
 2.0
Gain on transfer of tower lease obligations and other assets15.9
 
 
Gain on sale of wireless spectrum licenses112.6
 
 
Income (loss) before income taxes97.7
 (66.1) 16.0
Income tax expense (benefit)34.8
 (24.0) 5.8
Net income (loss) from discontinued operations$62.9
 $(42.1) $10.2
(dollars in millions) 
Cash consideration$241.2
Debt repayment(77.6)
Working capital adjustment2.8
Total purchase price$166.4
The cash portion of the purchase price was funded through borrowings under the Credit Agreement (see Note 8). The cash consideration includes $77.6 million related to existing debt, including accrued interest, that was repaid in conjunction with the close of the acquisition. In addition, a working capital adjustment of $2.8 million was paid in the first quarter of 2018. The Company recorded $8.6 million in acquisition expenses related to the OnX acquisition, of which $0.5 million and $8.1 million were recorded in 2018 and 2017, respectively. These expenses are recorded in "Transaction and integration costs" on the Consolidated Statements of Operations.
Purchase Price Allocation and Other Items
The determination of the final purchase price allocation to specific assets acquired and liabilities assumed are preliminary for the Hawaiian Telcom transaction. The purchase price allocations, based on fair value estimates, may change in future periods as customary post-closing reviews are concluded during the measurement period, and the fair value estimates of assets and liabilities and certain tax aspects of the transaction are finalized.

74

Form 10-K Part II Cincinnati Bell Inc.


WirelessThe purchase price for OnX and Hawaiian Telcom have been currently allocated to individual assets acquired and liabilities assumed as follows:
(dollars in millions)Hawaiian Telcom OnX
Assets acquired   
     Cash$4.3
 $6.5
     Receivables25.5
 69.9
     Inventory, materials and supplies6.9
 9.0
     Prepaid expenses and other current assets5.9
 2.8
     Property, plant and equipment701.5
 11.6
     Goodwill8.8
 133.1
     Intangible assets52.0
 134.0
     Deferred income tax asset43.6
 1.4
     Other noncurrent assets2.1
 1.8
Total assets acquired850.6
 370.1
Liabilities assumed   
     Accounts payable58.0
 63.6
Current portion of long-term debt10.2
 1.3
Unearned revenue and customer deposits13.5
 
     Accrued expenses and other current liabilities21.7
 18.3
     Deferred income tax liabilities
 42.3
Long-term debt, less current portion304.5
 76.7
Pension and postretirement benefit obligations68.9
 
     Other noncurrent liabilities34.3
 1.5
Total liabilities assumed511.1
 203.7
Net assets acquired$339.5
 $166.4
During the fourth quarter of 2018, the Company recorded immaterial measurement period adjustments for Hawaiian Telcom. The offset of these adjustments were recorded as an increase to "Goodwill."
During the first quarter of 2018, the Company recorded immaterial measurement period adjustments for OnX. The offset of these adjustments were recorded as an increase to "Goodwill."
The revenues and net income of OnX included in the Consolidated Statements of Operations from the acquisition date through December 31, 2017 were $53.0 million and $11.5 million, respectively. The revenues and net income of Hawaiian Telcom included in the Consolidated Statements of Operations from the acquisition date through December 31, 2018 were $175.0 million and $0.7 million, respectively.
The estimated fair value of identifiable intangible assets and liabilities presented as discontinued operations as of December 31, 2015 and December 31, 2014their estimated useful lives are as follows:
(dollars in millions)

December 31, 2015 December 31, 2014
Current assets   
Prepaid rent - spectrum license$
 $3.2
Other current assets
 1.5
Total current assets from discontinued operations
 4.7
Property, plant and equipment
 44.1
Other noncurrent assets
 0.5
Total noncurrent assets from discontinued operations
 44.6
Total assets from discontinued operations$
 $49.3
    
Current liabilities   
Current portion of long-term debt$
 $1.6
Accounts payable
 5.0
Restructuring liability4.7
 15.4
Deferred gain on sale of wireless spectrum licenses
 112.6
Other current liabilities0.7
 7.4
Total current liabilities from discontinued operations5.4
 142.0
Long-term debt, less current portion
 81.6
Deferred gain on sale of towers
 13.1
Other noncurrent liabilities
 8.0
Total noncurrent liabilities from discontinued operations
 102.7
Total liabilities from discontinued operations$5.4
 $244.7
 Hawaiian Telcom OnX
(dollars in millions)Fair Value Useful Lives Fair Value Useful Lives
Customer relationships$26.0
 15 years
 $108.0
 15 years
Trade name26.0
 15 years
 16.0
 10 years
Technology
 
 10.0
 10 years
Total identifiable intangible assets$52.0
   $134.0
  
Certain capital lease and retirement obligations were reported as liabilities from discontinued operations as of December 31, 2014 as we continued to operate the wireless business at that time. Subsequent to ceasing operations of our wireless business these liabilities and the related assets were transferred to continuing operations as they were retained by the Company. Amounts transferred at April 1, 2015 include the following:
 Continuing Operations Discontinued Operations
 As of April 1, 2015 As of December 31, 2014
(dollars in millions)   
Current portion of long-term debt$1.1
 $1.1
Long-term debt, less current portion53.4
 57.0
Other noncurrent liabilities10.9
 7.5
Total liabilities$65.4
 $65.6

In the first quarter of 2013, in connection with our review of the estimated remaining useful lives of property, plant and equipment, we shortened the estimated useful lives assigned to wireless network software to three years.  This change resulted from smartphone-driven technology upgrades, enhancements and projected retirements. As a result of this change in estimate, we recorded additional depreciation expense of $8.5 million in the first quarter of 2013.
In conjunction with our long-lived asset analysis conducted in the fourth quarter of 2013, we reassessed the useful lives of all of our Wireless property, plant and equipment. The remaining useful lives for all Wireless property, plant, and equipment assets were reduced to 30 months as of December 31, 2013, resulting in additional depreciation expense of $3.0 million in the quarter.


75

Form 10-K Part II Cincinnati Bell Inc.

Following the agreementThe goodwill for OnX is attributable to sell our wireless spectrum licensesincreased access to a diversified customer base and certain other assetsacquired workforce in the second quarterU.S., Canada and the U.K. The amount of 2014, we further reduced the remaining useful lives of those assets not included in the salegoodwill related to OnX that is expected to be fully depreciateddeductible for income tax purposes is $2.3 million. The goodwill for Hawaiian Telcom is attributable to the acquired workforce in Honolulu and the neighbor islands, deep fiber infrastructures that include direct access to the SEA-US cable linking the U.S. with Asia and increased access to a diversified customer base.
Pro Forma Information (Unaudited)
The following table provides the unaudited pro forma results of operations for the year ended 2018, 2017 and 2016 as if the acquisitions of OnX and Hawaiian Telcom had taken place as of March 31, 2015. As a resultthe beginning of fiscal year 2016 and 2017, respectively. These proforma results include adjustments related to the financing of the combined changes in estimates,acquisitions, an increase to depreciation and amortization associated with the higher values of property, plant and equipment and intangible assets, an increase to interest expense increased by $62.2 million for the additional debt incurred to complete the acquisitions, and reflects the related income tax effect and change in tax status. Revenue has been retrospectively adjusted for the adoption of ASC 606 to reflect hardware revenue in the Infrastructure Solutions category net of related cost of products. ASC 606 was not applied to the year ended December 31, 2014. In addition, adjusting2017 for Hawaiian Telcom results because they utilized the useful livesmodified retrospective method of our Wirelessadoption. Reported amounts for 2017 could be materially different if Hawaiian Telcom had adopted the standard using the full retrospective method of adoption.
The pro forma information does not necessarily reflect the actual results of operations had the acquisitions been consummated at the beginning of the annual reporting period indicated, nor is it necessarily indicative of future operating results. The pro forma information does not include any (i) potential revenue enhancements, cost synergies or other operating efficiencies that could result from the acquisitions or (ii) transaction or integration costs relating to the acquisitions.
 Year Ended December 31,
(dollars in millions, except per share amounts)2018 2017 2016
Revenue$1,556.5
 $1,588.5
 $1,767.5
Net (loss) income applicable to common shareholders(77.7) (84.6) 91.7
Earnings per share:     
         Basic and diluted (loss) earnings per common share(1.55) (1.70) 2.18
Other Acquisition Activity
On February 28, 2017, the Company acquired 100% of SunTel Services LLC ("SunTel"), a private company that provides network security, data connectivity, and unified communications solutions to commercial and enterprise customers across multiple sectors throughout Michigan for cash consideration of $10.0 million. Based on final fair value assessment and the finalization of the working capital adjustment, the acquired assets and liabilities assumed consisted primarily of property, plant and equipment also required that we reduce the amortization period of the deferred gain associated with the 2009 tower sale in a similar manner. Amortization$0.4 million, customer relationship intangible assets of the deferred gain associated with the tower sale totaled $6.5$1.2 million, $22.9working capital of $4.1 million and $3.3 million for the years ended December 31, 2015, 2014goodwill of $4.6 million. These assets and 2013, respectively.
In 2015, a $0.4 million gain was recorded on the sale of a wireless tower that was fully depreciated. An asset impairment loss of $7.5 million was also recognized in 2014 for the write-off of certain construction-in-progress projects that were not completed due to the wind down of wireless operations. In 2013, a $3.5 million loss on disposal of assets was incurred for equipment that was either disconnected from the wireless network, abandoned or demolished.
Restructuring liabilities were established for employee separations, lease abandonments and contract terminations charges. In 2015, restructuring charges were for tower operating leases that were abandoned. During 2014, restructuring charges included $13.1 million in contract termination charges for wireless contracts that were no longer utilized and $3.2 million in employee separation charges. In 2013, $0.2 million was recorded for lease abandonment charges due to the closure of a retail store.
In the fourth quarter of 2014, we repaid $22.7 million 8 3/8% Senior Notes due 2020 using proceeds from the sale of our wireless spectrum licenses.
Following is selected operating, investing and financing cash flow activity from discontinued operationsare included in Consolidated Statements of Cash Flows:
 Twelve Months Ended
 December 31,
(dollars in millions)2015 2014 2013
Depreciation and amortization$28.6
 $103.4
 $41.2
(Gain) loss on sale of assets(0.4) 
 3.5
Impairment of assets
 7.5
 
Deferred gain on sale of spectrum licenses(112.6) 
 
Amortization of deferred gain on sale of towers(6.5) (22.9) (3.3)
Gain on transfer of tower lease obligations and other assets(15.9) 
 
Non-cash spectrum lease3.2
 3.2
 
Restructuring payments(14.5) (2.4) (0.3)
Capital expenditures
 (6.5) (16.0)
Proceeds from sale of wireless spectrum licenses
 194.4
 
Repayment of debt(0.3) (23.5) (0.6)


Operating Lease Commitments

The Company's discontinued operations leased certain facilitiesthe IT Services and equipment. Operating lease expense was $1.4 million, $6.4 million, and $6.5 million, in 2015, 2014, and 2013, respectively.Hardware segment.

At December 31, 2015, future minimum lease payments required under operating leases have been reported as Restructuring liability.





76

Form 10-K Part III Cincinnati Bell Inc.

4.Investment in CyrusOne
On January 24, 2013, we completed the IPO of CyrusOne, our former Data Center Colocation segment. Effective with the IPO, our 69% ownership was held in the form of 1.9 million shares of unregistered common stock of CyrusOne Inc. and 42.6 million of economically equivalent partnership units in its underlying operating entity, CyrusOne LP. As of that date, we no longer controlled CyrusOne's operations but as a result of maintaining significant influence, our investment was accounted for using the equity method.
Commencing January 17, 2014, we were permitted to exchange the partnership units of CyrusOne LP into cash or shares of common stock of CyrusOne, as determined by CyrusOne, on a one-for-one basis based upon the fair value of a share of CyrusOne common stock, subject to certain limitations which restricted the volume of shares we are permitted to sell. The registration statement filed by CyrusOne on March 24, 2014 became effective on April 4, 2014 and eliminated all prior limitations restricting the volume of shares we are allowed to sell.
In the second quarter of 2014, we sold 16.0 million operating partnership units of CyrusOne LP to CyrusOne, Inc. at a price of $22.26 per unit. The sale generated proceeds of $355.9 million and resulted in a gain of $192.8 million.
In the second quarter of 2015, we sold 14.3 million operating partnership units of CyrusOne LP to CyrusOne, Inc. at a price of $29.88 per unit. The sale generated proceeds of $426.0 million and resulted in a gain of $295.2 million. We sold 6.0 million operating partnership units of CyrusOne LP to CyrusOne, Inc. at a price of $28.41 per unit in the third quarter of 2015. Proceeds from the sale totaled of $170.3 million and resulted in a gain of $117.7 million. In the fourth quarter of 2015, we sold 1.4 million shares of CyrusOne's common stock at a price of $35.30 per share. The sale generated proceeds of $47.6 million and resulted in a gain of $36.3 million.
Concurrent with the fourth quarter sale, we exchanged all of our remaining 6.3 million operating partnership units in CyrusOne LP for an equal number of newly issued shares of common stock of CyrusOne Inc.
As of December 31, 2015, we owned 9.5% of CyrusOne, which was held in the form of 6.9 million shares of registered common stock of CyrusOne Inc. Effective with the conversion of our LP shares to common stock, our investment in CyrusOne is accounted for using the cost method as we no longer have significant influence over CyrusOne or any of its subsidiaries. For the years ended December 31, 2015, 2014, and 2013, our equity method share of CyrusOne's net loss was $5.1 million, $7.0 million, and $10.7 million, respectively. As of December 31, 2015, the fair value of this investment was $257.9 million based on the quoted market price of CyrusOne's common stock, which is considered a Level 1 measurement in the fair value hierarchy.
Summarized financial information for the CyrusOne Consolidated Statements of Operations for the years ended December 31, 2015, 2014, and 2013 and Consolidated Balance Sheets as of December 31, 2015 and 2014 is as follows:
(dollars in millions) Year Ended December 31, 2015 Year Ended December 31, 2014 January 24, 2013 to December 31, 2013
Revenue $399.3
 $330.9
 $248.4
Operating income 22.8
 40.0
 28.9
Net loss (20.2) (14.5) (15.6)

5.    Earnings Per Common Share
(dollars in millions) December 31, 2015 December 31, 2014
Net investment in real estate $1,392.0
 $1,051.4
Total assets 2,195.6
 1,571.0
Total liabilities 1,374.0
 854.0

Transactions with CyrusOne
Revenues - The Company records service revenue from CyrusOne under contractual service arrangements which include, among others, providing services such as fiber transport, network support, service calls, monitoring and management, storage and back-up, and IT systems support.


77

Form 10-K Part IICincinnati Bell Inc.

Operating Expenses - We lease data center and office space from CyrusOne at certain locations in our operating territory under operating leases and are also billed for other services provided by CyrusOne under contractual service arrangements. In the normal course of business, the Company also provides certain administrative services to CyrusOne which are billed based on agreed-upon rates.
Revenues and operating costs and expenses from transactions with CyrusOne were as follows:
(dollars in millions) Year Ended December 31, 2015 Year Ended December 31, 2014 January 24, 2013 to December 31, 2013
Revenue:      
Services provided to CyrusOne $1.3
 $1.7
 $2.1
       
Operating costs and expenses:      
Transaction-related compensation to CyrusOne employees $
 $
 $20.0
Charges for services provided by CyrusOne 10.2
 9.1
 8.8
Administrative services provided to CyrusOne (0.4) (0.5) (0.6)
Total operating costs and expenses $9.8
 $8.6

$28.2
Dividends of $22.2 million, $28.4 million and $21.3 million were received in 2015, 2014 and 2013 respectively. In addition, on November 5, 2015, CyrusOne declared dividends of $0.315 per share payable on its common shares and CyrusOne LP partnership units. This dividend was paid on January 8, 2016 to holders of record as of December 24, 2015.
In addition to the agreements noted above, the Company entered into a tax sharing agreement with CyrusOne.  Under the terms of the agreement, CyrusOne would reimburse the Company for the Texas Margin Tax liability that CyrusOne would have incurred if they had filed a Texas Margin Tax return separate from the consolidated filing. The agreement remained in effect until the Texas Margin Tax return for the period ending December 31, 2014 was filed. As of December 31, 2015, there was no receivable related to this agreement compared to $1.7 million at December 31, 2014. The balance at December 31, 2014 is included in Receivable from CyrusOne in the Consolidated Balance Sheets.  
Amounts receivable from and payable to CyrusOne were as follows:
(dollars in millions) December 31, 2015 December 31, 2014
Accounts receivable $0.1
 $1.7
Dividends receivable 2.1
 6.0
Receivable from CyrusOne $2.2
 $7.7
     
Payable to CyrusOne $1.5
 $0.4

78

Form 10-K Part IICincinnati Bell Inc.


5.Earnings Per Common Share
Basic earnings per common share ("EPS") is based upon the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that would occur upon issuance of common shares for awards under stock-based compensation plans, exercise of warrants, or conversion of preferred stock, but only to the extent that they are considered dilutive.
The following table shows the computation of basic and diluted EPS:
Year Ended December 31, 2015Year Ended December 31, 2018
(in millions, except per share amounts)Continuing Operations Discontinued Operations TotalContinuing Operations Discontinued Operations Total
Numerator:          
Net income (loss)$290.8
 $62.9
 $353.7
Net loss$(69.8) $
 $(69.8)
Preferred stock dividends10.4
 
 10.4
10.4
 
 10.4
Net income (loss) applicable to common shareowners - basic and diluted$280.4
 $62.9
 $343.3
Net loss applicable to common shareowners - basic and diluted$(80.2) $
 $(80.2)
Denominator:          
Weighted-average common shares outstanding - basic209.6
 209.6
 209.6
46.3
 
 46.3
Stock-based compensation arrangements0.6
 0.6
 0.6

 
 
Weighted-average common shares outstanding - diluted210.2
 210.2
 210.2
46.3
 
 46.3
Basic earnings (loss) per common share$1.34
 $0.30
 $1.64
Diluted earnings (loss) per common share$1.33
 $0.30
 $1.63
Basic and diluted loss per common share$(1.73) $
 $(1.73)
Year Ended December 31, 2014Year Ended December 31, 2017
(in millions, except per share amounts)Continuing Operations Discontinued Operations TotalContinuing Operations Discontinued Operations Total
Numerator:          
Net income (loss)$117.7
 $(42.1) $75.6
Net income$40.0
 $
 $40.0
Preferred stock dividends10.4
 
 10.4
10.4
 
 10.4
Net income (loss) applicable to common shareowners - basic and diluted$107.3
 $(42.1) $65.2
Net income applicable to common shareowners - basic and diluted$29.6
 $
 $29.6
Denominator:          
Weighted-average common shares outstanding - basic208.5
 208.5
 208.5
42.2
 
 42.2
Stock-based compensation arrangements1.1
 1.1
 1.1
0.2
 
 0.2
Weighted-average common shares outstanding - diluted209.6
 209.6
 209.6
42.4
 
 42.4
Basic and diluted earnings (loss) per common share$0.51
 $(0.20) $0.31
Basic and diluted earnings per common share$0.70
 $
 $0.70

79

 Year Ended December 31, 2016
(in millions, except per share amounts)Continuing Operations Discontinued Operations Total
Numerator:     
Net income$102.7
 $0.3
 $103.0
Preferred stock dividends10.4
 
 10.4
Net income applicable to common shareowners - basic and diluted$92.3
 $0.3
 $92.6
Denominator:     
Weighted-average common shares outstanding - basic42.0
 42.0
 42.0
Stock-based compensation arrangements0.1
 0.1
 0.1
Weighted-average common shares outstanding - diluted42.1
 42.1
 42.1
Basic and diluted earnings per common share$2.19
 $0.01
 $2.20
Form 10-K Part I Cincinnati Bell Inc.

 Year Ended December 31, 2013
(in millions, except per share amounts)Continuing Operations Discontinued Operations Total
Numerator:     
Net income (loss)$(64.9) $10.2
 $(54.7)
Preferred stock dividends10.4
 
 10.4
Net income (loss) applicable to common shareowners - basic and diluted$(75.3) $10.2
 $(65.1)
Denominator:     
Weighted-average common shares outstanding - basic and diluted205.9
 205.9
 205.9
Basic and diluted earnings (loss) per common share$(0.37)
$0.05

$(0.32)
ForIn conjunction with the years ended December 31, 2015 and 2014, awardsacquisition of Hawaiian Telcom in the third quarter of 2018, the Company issued 7.7 million Common Shares as a part of the acquisition consideration. In addition, the Company granted 0.1 million time-based restricted stock units to certain Hawaiian Telcom employees under the Company’s stock-based compensation plans for common shares of 3.5 million and 3.6 million, respectively, were excluded from the computation of diluted EPS as their inclusion would have been anti-dilutive. Hawaiian Telcom 2010 Equity Incentive Plan.
For the year ended December 31, 2013,2018, the Company had a net loss available to common shareholders from continuing operations and, as a result, all common stock equivalents were excluded from the computation of diluted EPS as their inclusion would have been anti-dilutive. For the years ended December 31, 2017 and 2016, awards under the Company’s stock-based compensation plans for common shares of 0.2 million, 0.4 million, respectively, were excluded from the computation of diluted EPS as their inclusion would have been anti-dilutive. For all periods presented, preferred stock convertible into 4.50.9 million common shares was excluded as it was anti-dilutive.

80

Form 10-K Part II Cincinnati Bell Inc.

6.     Property, Plant and Equipment
Property, plant and equipment is comprised of the following:
December 31, 
Depreciable
Lives (Years)
December 31, 
Depreciable
Lives (Years)
(dollars in millions)2015 2014 2018 2017 
Land and rights-of-way$4.3
 $4.3
 20-Indefinite$117.2
 $4.3
 20-Indefinite
Buildings and leasehold improvements165.0
 170.5
 3-40305.2
 179.1
 5-40
Network equipment2,959.3
 2,686.8
 2-503,913.3
 3,339.4
 2-50
Office software, furniture, fixtures and vehicles131.4
 123.9
 2-14216.3
 162.5
 2-14
Construction in process29.2
 25.7
 n/a 47.1
 14.7
 n/a 
Gross value3,289.2
 3,011.2
 4,599.1
 3,700.0
 
Accumulated depreciation(2,313.7) (2,195.8) (2,755.1) (2,571.0) 
Property, plant and equipment, net$975.5
 $815.4
 $1,844.0
 $1,129.0
 
Depreciation expense on property, plant and equipment totaled $141.3$239.6 million $127.2in 2018, $190.4 million, in 2017 and $126.3$182.0 million in 2015, 2014, and 2013, respectively. In 2015, approximately 79%, compared to approximately 81% in 2014 and 2013,2016. The portion of "Depreciation," as presented in the Consolidated Statements of Operations, wasdepreciation expense associated with the cost of providing services.services was 85%, 84% and 85% in 2018, 2017 and 2016, respectively. There are numerous assets included within network equipment resulting in a range of depreciable lives between 2 and 50 years, the majority of which fall within the range of 7 to 2225 years. In the fourth quarter of 2015,2016, we reduced the estimated useful life of our copper assets from 15 yearscertain set-top boxes, as well as the related software, as we upgraded to 7 years as customers have continued to migrate to services provided by our fiber network.new technology.

No asset impairment losses were recognized in 20152018, 2017 or 2013. During the year ended December 31, 2014, the Entertainment2016 on property, plant and Communications segment recognized an asset impairment loss of $4.6 million for the abandonment of an internal use software project.equipment.
As of December 31, 20152018 and 2014, buildings and leasehold improvements, network equipment, and office software, furniture, fixtures and vehicles include $91.22017, the Company had $114.9 million and $39.8$112.0 million, respectively, of assets accounted for as capital leases. Concurrent with the shut-down of our wirelessleases including network $57.7 million of fully depreciated capital lease assets were transferred to continuing operations as these assets were retained by the Company. These leases were reported in discontinued operations as of December 31, 2014, as they were still being utilized in our wireless operations.equipment, office software, furniture, fixtures, vehicles, buildings and building equipment. Depreciation of capital lease assets is included in "Depreciation and amortization" in the Consolidated Statements of Operations.
7.    Goodwill and Intangible Assets
Goodwill
The changes in the Company's goodwill consisted of the following:
  IT Services and Hardware Entertainment and Communications Total Company
  December 31, 2018 December 31, 2017 December 31, 2018 December 31, 2017 December 31, 2018 December 31, 2017
(dollars in millions)            
Goodwill, beginning balance $148.8
 $12.1
 $2.2
 $2.2
 $151.0
 $14.3
Activity during the year            
Adjustments to prior year acquisitions 0.7
 
 
 
 0.7
 
Acquisitions 
 137.0
 8.8
 
 8.8
 137.0
Currency translations (3.5) (0.3) 
 
 (3.5) (0.3)
Goodwill, ending balance $146.0
 $148.8
 $11.0
 $2.2
 $157.0
 $151.0
On January 1, 2018, the Company changed the composition of its operating segments to align more closely with the Company's broader strategy and how it manages business operations. This strategy groups CLEC revenue, which was previously included as part of the Entertainment and Communications segment, as part of the IT Services and Hardware segment in order to consolidate all company-wide VoIP sales. As a result of the change, $9.7 million of goodwill related to CBTS Technology Solutions LLC ("CBTS TS") was reclassified from the Entertainment and Communications segment to the IT Services and Hardware segment for the period ending December 31, 2017. For further information related to these business segments see Note 16.

During 2018, goodwill in the Entertainment and Communications segment increased by $8.8 million due to the acquisition of Hawaiian Telcom. For further information related to the acquisition see Note 4.

During 2017, goodwill increased by $4.6 million and $132.4 million for the IT Services and Hardware segment related to the acquisitions of SunTel and OnX, respectively. For further information related to these acquisitions see Note 4.
No impairment losses were recognized in goodwill for the years ended December 31, 2018, 2017 and 2016.
Intangible Assets
The Company’s intangible assets consisted of the following:
81

  December 31, 2018 December 31, 2017
  Gross Carrying Accumulated Net Gross Carrying Accumulated Net
(dollars in millions) 
Amount (a)
 Amortization Amount 
Amount (a)
 Amortization Amount
Customer relationships $139.4
 $(17.8) $121.6
 $116.0
 $(8.9) $107.1
Trade names 40.7
 (2.8) 37.9
 15.9
 (0.4) 15.5
Technology 9.9
 (1.3) 8.6
 9.9
 (0.2) 9.7
Total $190.0
 $(21.9) $168.1
 $141.8
 $(9.5) $132.3
(a) Change in gross carrying amounts is due to foreign currency translation on intangible assets related to OnX and intangible assets acquired in conjunction with the acquisition of Hawaiian Telcom. See Note 4 for further information.

The intangible assets were established in connection with completed acquisitions. They are amortized over their useful lives based on a number of assumptions including the estimated period of economic benefit and utilization. The weighted-average amortization period for intangible assets acquired in 2018 and 2017 is 15 years and 14 years, respectively.
The amortization expense for intangible assets was $12.4 million, $2.5 million and $0.2 million in 2018, 2017 and 2016 respectively. No impairment losses were recognized on intangible assets for the years ended December 31, 2018, 2017 and 2016.
Form 10-K Part IICincinnati Bell Inc.

The estimated useful lives for each intangible asset class are as follows:
Customer relationships 8to15years
Trade names 10to15years
Technology   10years
The annual estimated amortization expense for future years is as follows:
(dollars in millions)  
2019 $14.6
2020 14.3
2021 14.1
2022 13.8
2023 13.5
Thereafter 97.8
Total $168.1
Form 10-K Part II Cincinnati Bell Inc.

7.    Goodwill8.    Debt and Intangible AssetsOther Financing Arrangements
Goodwill
At December 31, 2015 and 2014,The Company’s debt consists of the gross value of goodwill was $14.3 million and $14.4 million, respectively. The changes in the carrying amount of goodwill for the years ended December 31, 2015 and 2014 were as follows:following:
(dollars in millions)Entertainment and Communications IT Services and Hardware Total
Balance as of December 31, 2014 and 2013$11.8
 $2.6
 $14.4
Disposal of asset
 (0.1) (0.1)
Balance as of December 31, 2015$11.8
 $2.5
 $14.3
 December 31,
(dollars in millions)2018 2017
Current portion of long-term debt:   
Credit Agreement - Tranche B Term Loan due 2024$6.0
 $6.0
Other financing arrangements0.8
 
Capital lease obligations13.4
 12.4
Current portion of long-term debt20.2
 18.4
Long-term debt, less current portion:   
Receivables Facility176.6
 
Credit Agreement - Revolving Credit Facility18.0
 
Credit Agreement - Tranche B Term Loan due 2024592.5
 594.0
7 1/4% Senior Notes due 2023
22.3
 22.3
7%  Senior Notes due 2024
625.0
 625.0
8% Senior Notes due 2025350.0
 350.0
Various Cincinnati Bell Telephone notes87.9
 87.9
Other financing arrangements2.3
 
Capital lease obligations60.5
 70.5
 1,935.1
 1,749.7
Net unamortized premium1.7
 1.9
Unamortized note issuance costs(27.2) (22.3)
         Long-term debt, less current portion1,909.6
 1,729.3
Total debt$1,929.8
 $1,747.7
Intangible Assets Subject to AmortizationCredit Agreement (effective 2017)
AsIn the fourth quarter of 2017, the Company entered into a new Credit Agreement (the "Credit Agreement") and terminated the existing Corporate Credit Agreement. The Credit Agreement provides for (i) a five-year $200 million senior secured revolving credit facility including both a letter of credit subfacility of up to $30 million and a swingline loan subfacility of up to $25 million) (the “Revolving Credit Facility”) and (ii) a seven-year $600 million senior secured term loan facility (the “Tranche B Term Loan due 2024”). The Revolving Credit Facility expires in October 2022 and the Tranche B Term Loan due 2024 expires in October 2024. Borrowings under the Credit Agreement's Revolving Credit Facility will be used to provide ongoing working capital as well as other general corporate cash flow needs of the Company.
Borrowings under the Credit Agreement bear interest, at the Company's election, at a rate per annum equal to (i) LIBOR plus the applicable margin or (ii) the base rate plus the applicable margin. In the second quarter of 2018, the Company amended the Credit Agreement to reduce the applicable margin on the Revolving Credit Facility and Tranche B Term Loan due 2024. The LIBOR applicable margin for advances under the Revolving Credit Facility and Tranche B Term Loan due 2024 was changed from the previous 3.75% per annum to 3.25% per annum.  The base rate applicable margin for advances under the Revolving Credit Facility and Tranche B Term Loan due 2024 was changed from 2.75% per annum to 2.25% per annum.  Base rate is the higher of (i) the bank prime rate, (ii) the one-month LIBOR rate plus 1.00% and (iii) the federal funds rate plus 0.5%.  In the case of the Tranche B Term Loan due 2024, the LIBOR rate may not fall below 1.00%.  In addition, the Company will be required to pay a commitment fee on any unused portion of the Revolving Credit Facility at a rate of 0.50% per annum, or, if the consolidated total leverage ratio of the Company and its restricted subsidiaries is equal to or less than 3.25 to 1.00, 0.375% per annum. The Company will also pay customary letter of credit fees, including a fronting fee equal to 0.125% per annum of the dollar equivalent of the maximum amount available to be drawn under all outstanding letters of credit, as well as customary issuance and administration fees. At December 31, 2015 and 2014, intangible assets subject to amortization consisted of customer relationships. For2018, borrowings under the years ended December 31, 2015, 2014, and 2013, no impairment lossesCredit Agreement's Revolving Credit Facility were recognized on intangible assets subject to amortization.$18.0 million, leaving $182.0 million available.
Summarized below are the carrying values for the intangible assets subject to amortization:
 Weighted-        
 Average December 31, 2015 December 31, 2014
 Life in Gross Carrying Accumulated Gross Carrying Accumulated
(dollars in millions)Years Amount Amortization Amount Amortization
Customer relationships - Entertainment and Communications10 $7.0
 $6.8
 $7.0
 $6.5
Amortization expense for intangible assets subject to amortization was $0.3 million in 2015, $0.4 million in 2014, and $2.1 million in 2013.
The following table presents estimated amortization expense for the assets' remaining useful lives:
(dollars in millions) 
2016$0.2

82

Form 10-K Part II Cincinnati Bell Inc.

8.Debt and Other Financing Arrangements
The Company’s debt consistsRevolving Credit Facility requires maintenance of a maximum consolidated secured leverage ratio of 3.50 to1.00 and a minimum consolidated interest coverage ratio of 1.50 to 1.00. The Company may voluntarily repay and reborrow outstanding loans under the Revolving Credit Facility at any time without a premium or a penalty, other than customary “breakage” costs with respect to LIBOR revolving loans.
On October 2, 2017, the Credit Facilities net proceeds of $577.0 million were used to repay the remaining $315.8 million outstanding principal amount of the following:Tranche B Term Loan due 2020 and related accrued and unpaid interest. The remaining proceeds of the Tranche B Term Loan due 2024 were used to fund the purchase price and associated transaction costs of the acquisition of OnX that closed on October 2, 2017. In the second quarter of 2018, the Company amended the Credit Agreement resulting in a loss on extinguishment of debt of $1.3 million.
Guarantors and Security Interests, Credit Agreement
 December 31,
(dollars in millions)2015 2014
Current portion of long-term debt:   
Corporate Credit Agreement - Tranche B Term Loan$5.4
 $5.4
Capital lease obligations and other debt8.4
 6.2
Current portion of long-term debt13.8
 11.6
Long-term debt, less current portion:   
Receivables Facility17.6
 19.2
3/4% Senior Subordinated Notes due 2018

 300.0
Corporate Credit Agreement - Tranche B Term Loan522.5
 527.8
3/8% Senior Notes due 2020
478.5
 661.2
1/4% Notes due 2023
26.3
 40.0
Various Cincinnati Bell Telephone notes128.7
 134.5
Capital lease obligations and other debt59.9
 9.9
 1,233.5
 1,692.6
Net unamortized discount(1.7) (3.2)
         Long-term debt, less current portion1,231.8
 1,689.4
Total debt$1,245.6
 $1,701.0
All existing and future subsidiaries of the Company (other than Cincinnati Bell Funding LLC (and any other similar special purpose receivables financing subsidiary), the Company's joint ventures, subsidiaries prohibited by applicable law from becoming guarantors, unrestricted subsidiaries and foreign subsidiaries) are required to guarantee borrowings under the Credit Agreement. Debt outstanding under the Credit Agreement is secured by perfected first priority pledges of and security interests in (i) substantially all of the equity interests of the Company's U.S. subsidiaries (other than subsidiaries of non-guarantors of the Credit Agreement) and 66% of the equity interests in certain first-tier foreign subsidiaries held by the Company and the guarantors under the Credit Agreement and (ii) certain personal property and intellectual property of the Company and its subsidiaries (other than that of non-guarantors of the Credit Agreement and certain other excluded property).

Corporate Credit Agreement (2012 through 2017)

Revolving Credit Facility
On November 20,
In the fourth quarter of 2012 the Company entered into a new credit agreement ("Corporate Credit Agreement") whichthat remained in place until it was replaced in October 2017 with the new Credit Agreement. The Corporate Credit Agreement provided for a $200.0revolving credit facility, and in 2013 was amended to include the $540 million Tranche B Term Loan due 2020. In 2016, an amendment of the Corporate Credit Agreement provided for a $150.0 million revolving credit facility, withfacility. As a sublimitresult of $30.0 million for letters of credit and a $25.0 million sublimit for swingline loans. Effective with the sale of 16.0 million partnership units to CyrusOne, Inc. on June 25, 2014 for $355.9 million, the amount available under the Corporate Credit Agreement's revolving credit facility was reduced to $150.0 million. However,amendment, the Company entered into an Incremental Assumption Agreement torecorded a $1.7 million loss on extinguishment of debt in the Company's existing Corporate Credit Agreementsecond quarter of 2016. In the fourth quarter of 2016, the Company repaid $208.0 million of its outstanding Tranche B Term Loan due 2020 which resulted in a loss on April 6, 2015, and effective with the saledebt extinguishment of 14.3 million CyrusOne LP operating partnership units on April 7, 2015, the aggregate available borrowings on the Corporate Credit Agreement's revolving credit facility increased to $175.0 million for the remainder of the term. The Corporate Credit Agreement's revolving credit facility has a maturity date of July 15, 2017. Borrowings under the Corporate Credit Agreement's revolving credit facility will be used to provide ongoing working capital and for other general corporate purposes of the Company. Availability under the Corporate Credit Agreement's revolving credit facility is subject to customary borrowing conditions.$2.2 million.

Borrowings under the Corporate Credit Agreement's revolving credit facilityRevolving Credit Facility bear interest, at the Company's election, at a rate per annum equal to (i) LIBOR plus the applicable margin or (ii) the base rate plus the applicable margin. The applicable margin for advances under the revolving facility is based on certain financial ratios and ranges between 3.50%3.00% and 4.25%3.50% for LIBOR rate advances and 2.50%2.00% and 3.25% for base rate advances. As of December 31, 2015, the applicable margin was 3.75% for LIBOR rate advances and 2.75%2.50% for base rate advances. Base rate is the higher of (i) the bank prime rate, (ii) the one-month LIBOR rate plus 1.00% and (iii) the federal funds rate plus 0.5%. At December 31, 2015, there were no outstanding borrowings under

As a result of the Company entering into the Credit Agreement in October 2017, certain previously deferred costs and unamortized discount associated with the Corporate Credit Agreement's revolving credit facility.
Amendment forRevolving Credit Facility and Tranche B Term Loan Facility
On September 10, 2013,due 2020 were written off in the Company amended and restated its Corporate Credit Agreement, originally dated asfourth quarter of November 20, 2012, to include a $540.0 million Tranche B Term Loan facility ("Tranche B Term Loan") that matures2017. The loss on September 10, 2020.extinguishment of debt associated with the transaction was $3.2 million.




83

Form 10-K Part II Cincinnati Bell Inc.

The Company received $529.8 million in net proceeds from the Tranche B Term Loan after deducting the original issue discount, fees and expenses. These proceeds were used to redeem all of the Company's $500.0 million 8 1/4% Senior Notes due 2017 ("8 1/4% Senior Notes") on October 15, 2013 at a redemption price of 104.125%, including payment of accrued interest thereon totaling $20.6 million.

The Tranche B Term Loan was issued with 0.75% of original issue discount and requires quarterly principal payments of 0.25% of the original principal amount. Loans under the Tranche B Term Loan bear interest, at the Company's election, at a rate per annum equal to (i) LIBOR (subject to a 1.00% floor) plus 3.00% or (ii) the base rate plus 2.00%. Base rate is the greatest of (a) the bank prime rate, (b) the one-month LIBOR rate plus 1.00% and (c) the federal funds rate plus 0.5%. At December 31, 2015, the interest rate on the outstanding Tranche B Term Loan was 4.00%.

In accordance with the terms of the amended Corporate Credit Agreement, the Company's ability to make restricted payments, which include share repurchases and common stock dividends, is limited to a total of $15.0 million, with certain permitted exceptions, given that its Consolidated Total Leverage Ratio, as defined by the Corporate Credit Agreement, exceeds 3.50 to 1.00 as of December 31, 2015.  The Company may make restricted payments of $45.0 million annually when the Consolidated Total Leverage Ratio is less than or equal to 3.50 to 1.00.  There are no dollar limits on restricted payments when the Consolidated Total Leverage Ratio is less than or equal to 3.00 to 1.00. These restricted payment limitations do not impact the Company's ability to make regularly scheduled dividend payments on its 6 3/4% Cumulative Convertible Preferred Stock. Furthermore, the Company may make restricted payments in the form of share repurchases or dividends up to 15% of CyrusOne sale proceeds, subject to a $35.0 million annual cap with carryovers.

The Corporate Credit Agreement was also modified to provide that the Tranche B Term Loan participates in mandatory prepayments, subject to the terms and conditions (including with respect to payment priority) set forth in the restated Corporate Credit Agreement. In addition, the Corporate Credit Agreement was modified to provide that 85%, rather than 100%, of proceeds from monetizing any portion of our CyrusOne common stock or CyrusOne LP partnership units, are applied to mandatory prepayments under the restated Corporate Credit Agreement, subject to the terms and conditions set forth therein. Other revisions were also effected pursuant to the amended agreement, including with respect to financial covenant compliance levels.

Effective November 5, 2014, the Company amended its Corporate Credit Agreement to, among other things, modify certain financial covenants governing leverage ratios and capital expenditures.

Guarantors and Security Interests, Corporate Credit Agreement (Including Tranche B Term Loan)
All existing and future subsidiaries of the Company (other than Cincinnati Bell Telephone Company LLC, Cincinnati Bell Funding LLC (and any other similar special purpose receivables financing subsidiary), Cincinnati Bell Shared Services LLC, Cincinnati Bell Extended Territories LLC, CBMSM Inc. and its direct and indirect subsidiaries, and the Company's joint ventures, subsidiaries prohibited by applicable law from becoming guarantors and foreign subsidiaries) are required to guarantee borrowings under the Corporate Credit Agreement. Debt outstanding under the Corporate Credit Agreement is secured by perfected first priority pledges of and security interests in (i) substantially all of the equity interests of the Company's U.S. subsidiaries (other than subsidiaries of non-guarantors of the Corporate Credit Agreement) and 66% of the equity interests in the first-tier foreign subsidiaries held by the Company and the guarantors under the Corporate Credit Agreement, (ii) certain personal property and intellectual property of the Company and its subsidiaries (other than that of non-guarantors of the Corporate Credit Agreement and certain other excluded property) and (iii) the Company's equity interests in CyrusOne and CyrusOne LP, both of which, together with their respective subsidiaries, are treated as non-subsidiaries of the Company and are not guarantors for purposes of the Corporate Credit Agreement.
Borrowings and Commitment Fees, Corporate Credit Agreement
As of December 31, 2015, the Company had no outstanding borrowings under the Corporate Credit Agreement's revolving credit facility, leaving $175.0 million available. As of December 31, 2014, the Company had no outstanding borrowings under the Corporate Credit Agreement's revolving credit facility, leaving $150.0 million available.
The Company pays commitment fees for the unused amount of borrowings on the Corporate Credit Agreement and letter of credit fees on outstanding letters of credit. The commitment fees are calculated based on the total leverage ratio and range between 0.500% and 0.625% of the actual daily amount by which the aggregate revolving commitments exceed the sum of outstanding revolving loans and letter of credit obligations. These fees were $0.9 million in 2015 and 2014 and $1.0 million in 2013.

84

Form 10-K Part IICincinnati Bell Inc.

Accounts Receivable Securitization Facility
Cincinnati Bell Inc. and certain of its subsidiaries have an accounts receivable securitization facility ("Receivables Facility"),. In the second quarter of 2018, the Company executed an amendment of its Receivables Facility, which permits maximum borrowings of upreplaced, amended and added certain provisions and definitions to $120.0 million asincrease the credit availability and renew the facility, which is subject to renewal every 364 days, until May 2019. The amended Receivables Facility extends the termination date to May 2021 and includes an option to sell certain receivables on a non-recourse basis. As of December 31, 2015. CBT, CBET, Cincinnati Bell Any Distance Inc. ("CBAD"), Cincinnati Bell Any Distance2018, the Company sold approximately $20 million of Virginia LLC, CBTS, and eVolve Business Solutions LLC ("eVolve") all participate in this facility. Cincinnati Bell Wireless ("CBW") also participatedcertain accounts receivables. The amendment that took place in the facility until itsecond quarter of 2018 added OnX to the Receivables Facility. Due to this amendment, under the terms of the Receivables Facility during the second and third quarter of 2018, the Company could obtain up to $250.0 million depending on the quantity and quality of accounts receivable. In the fourth quarter of 2018, the Company amended its Receivables Facility to include Hawaiian Telcom Communications, Inc. Due to this amendment, under the terms of the amended Receivables Facility during the fourth quarter of 2018, the borrowing availability for loans and letters of credit was withdrawnreduced from $250.0 million in the agreement effective June 1, 2015.aggregate to $225.0 million in the aggregate. The available borrowing capacity is calculated monthly based on the quantity and quality of outstanding accounts receivable and thus may be lower than the maximum borrowing limit. At December 31, 2015,2018, the available borrowing capacity was $114.2$193.7 million. Of the total borrowing capacity of $193.7 million at December 31, 2018, there were $176.6 million of outstanding borrowings and $8.0 million of outstanding letters of credit, leaving $9.1 million available as of December 31, 2018.
Interest on the Receivables Facility is based on the LIBOR rate plus 1.1%. The average interest rate on the Receivables Facility was 3.2% in 2018. The Company pays letter of credit fees on the securitization facility and also pays commitment fees on the unused portion of the total facility.
Under this agreement, certain U.S. and Canadian subsidiaries, as originators, sell their respective trade receivables on a continuous basis to Cincinnati Bell Funding LLC (“CBF”) or Cincinnati Bell Funding Canada Ltd. ("CBFC"), wholly-owned consolidated subsidiaries of the Company. Although CBF and CBFC are wholly-owned consolidated subsidiaries of the Company, CBF and CBFC are legally separate from the Company and each of the Company’s other subsidiaries. Upon and after the sale or contribution of the accounts receivable to CBF or CBFC, such accounts receivable are legally assets of CBF and CBFC and, as such, are not available to creditors of other subsidiaries or the parent company.
The transferors sell their respective trade receivables on a continuous basis to CBF a wholly-owned limited liability company.or CBFC. In turn, CBF or CBFC grants, without recourse, a senior undivided interest in the pooled receivables to various purchasers, including commercial paper conduits, in exchange for cash while maintaining a subordinated undivided interest in the form of over-collateralization in the pooled receivables. The transferors have agreed to continue servicing the receivables for CBF and CBFC at market rates; accordingly, no servicing asset or liability has been recorded. On June 1, 2015, the Company executed an amendment of its Receivables Facility, which replaced, amended and added certain provisions and definitions to increase the credit availability, renew the facility, which is subject to renewal every 364 days, until May 30, 2016, extend the facility's termination date to May 30, 2018, and include a Libor Market Index Rate floor of zero. Also on June 1, 2015, the Company amended the Receivables Facility to allow CBW to withdraw as a party from the agreement and to be relieved of all of its rights and obligations thereunder. CBW was required to purchase certain receivables that it previously sold to Cincinnati Bell Funding LLC, amounting to $1.7 million.
Although CBF is a wholly-owned consolidated subsidiary of the Company, CBF is legally separate from the Company and each of the Company’s other subsidiaries. Upon and after the sale or contribution of the accounts receivable to CBF, such accounts receivable are legally assets of CBF, and, as such, are not available to creditors of other subsidiaries or the parent company.
For the purposes of consolidated financial reporting, the Receivables Facility is accounted for as secured financing. Because CBF hasand CBFC have the ability to prepay the Receivables Facility at any time by making a cash payment and effectively repurchasing the receivables transferred pursuant to the facility, the transfers do not qualify for "sale" treatment on a consolidated basis under ASC 860, "Transfers and Servicing."
Of the total borrowing capacity of $114.2 million at December 31, 2015, $17.6 million consisted of outstanding borrowings and $6.3 million consisted of outstanding letters of credit. Interest on the Receivables Facility is based on the LIBOR rate plus 0.5%. The average interest rate on the Receivables Facility was 0.7% in 2015. The Company pays letter of credit fees on the securitization facility and also pays commitment fees on the total facility. These fees were $0.8 million in 2015 and 2014 and $0.7 million in 2013.
8 3/8% Senior Notes due 2020
In the fourth quarter of 2010, the Company issued $775.0 million of 8 3/8% Senior Notes due 2020 ("8 3/8% Senior Notes"), which are fixed rate bonds to maturity. Interest on the 8 3/8% Senior Notes is payable semi-annually in cash in arrears on April 15 and October 15 of each year, commencing April 15, 2011. The 8 3/8% Senior Notes are unsecured senior obligations ranking equally with all existing and future senior debt and ranking senior to all existing and future senior subordinated indebtedness and subordinated indebtedness. Each of the Company’s current and future subsidiaries that is a guarantor under the Corporate Credit Agreement is also a guarantor of the 8 3/8% Senior Notes on an unsecured senior basis, with certain immaterial exceptions. The indenture governing the 8 3/8% Senior Notes contains covenants including but not limited to the following: limitations on dividends to shareowners and other restricted payments; dividend and other payment restrictions affecting the Company’s subsidiaries such that the subsidiaries are not permitted to enter into an agreement that would limit their ability to make dividend payments to the parent; issuance of indebtedness; asset dispositions; transactions with affiliates; liens; investments; issuances and sales of capital stock of subsidiaries; and redemption of debt that is junior in right of payment. The indenture governing the 8 3/8% Senior Notes provides for customary events of default, including for nonpayment at final maturity and for a default of any other existing debt instrument that exceeds $35.0 million.
The Company may redeem the 8 3/8% Senior Notes for a redemption price of 102.792%, 101.396% and 100.000% on or after October 15, 2016, 2017, and 2018, respectively. In the fourth quarter of 2014, the Company redeemed $22.7 million of its outstanding 8 3/8% Senior Notes due 2020 at par. During 2015, the Company purchased $182.7 million of its outstanding 8 3/8% Senior Notes due 2020 at an average redemption price of 105.543% which resulted in recording a loss on extinguishment of debt of $10.9 million.

85

Form 10-K Part IICincinnati Bell Inc.

7 1/4% Notes due 2023
In 1993, the Company issued $50.0 million of 7 1/4% Notes due 2023 ("7 1/4% Notes"). The 7 1/4% Notes rank ratably to the 8 3/8% Senior Notes and senior to the CBT Notes. The indenture related to the 7 1/4% Notes does not subject the Company to restrictive financial covenants, but it does contain a covenant providing that if the Company incurs certain liens on its property or assets, the Company must secure the outstanding 7 1/4% Notes equally and ratably with the indebtedness or obligations secured by such liens. The liens under the Corporate Credit Agreement have resulted in the debt outstanding under the 7 1/4% Notes being secured equally and ratably with the obligations secured under the Corporate Credit Agreement. Interest on the 7 1/4% Notes is payable semi-annually on June 15 and December 15. The Company may not call the 7 1/4% Notes prior to maturity. The indenture governing the 7 1/4% Notes provides for customary events of default, including for failure to make any payment when due and for one or more defaults of any other existing debt instruments that exceeds $20.0 million, in the aggregate.
In the fourth quarter of 2015, theThe Company redeemed $13.7repaid $4.0 million of its outstanding 7 1/4% Notes due 2023 at an averagea redemption price of 99.853%100.750% which resulted in a $0.1 million loss on extinguishment of debt during 2016.
Form 10-K Part IICincinnati Bell Inc.

7% Senior Notes due 2024
In the third quarter of 2016, the Company issued in a private offering $425.0 million aggregate principal amount of 7% Senior Notes due 2024 ("7% Senior Notes") at par. The Company issued an additional $200.0 million aggregate principal amount of 7% Senior Notes at a price of 105.000% in the fourth quarter of 2016. The 7% Senior Notes are senior unsecured obligations of the Company, which rank equally in right of payment with all existing and future unsecured senior debt of the Company. The 7% Senior Notes will be effectively subordinated to all existing and future secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness. The 7% Senior Notes are guaranteed on a joint and several basis by certain of the Company’s existing and future domestic subsidiaries. Each such guarantee is a senior unsecured obligation of the applicable guarantor, ranking equally with all existing and future unsecured senior debt of such guarantor and effectively subordinated to all existing and future secured indebtedness of such guarantor to the extent of the value of the assets securing that indebtedness. The 7% Senior Notes are structurally subordinated to all liabilities (including trade payables) of each subsidiary of the Company that does not guarantee the 7% Senior Notes.
The 7% Senior Notes bear interest at a rate of 7% per annum, payable semi-annually on January 15 and July 15 of each year, beginning on January 15, 2017, to persons who are registered holders of the 7% Senior Notes on the immediately preceding January 1 and July 1, respectively.
The 7% Senior Notes will mature on July 15, 2024. However, prior to September 15, 2019, the Company may, at its option, redeem some or all of the 7% Senior Notes at a redemption price equal to 100% of the principal amount of the 7% Senior Notes, together with accrued and unpaid interest, if any, plus a “make-whole” premium. On or after September 15, 2019, the Company may, at its option, redeem some or all of the 7% Senior Notes at any time at declining redemption prices equal to (i) 105.250% beginning on September 15, 2019, (ii) 103.500% beginning on September 15, 2020, (iii) 101.750% beginning on September 15, 2021 and (iv) 100.000% beginning on September 15, 2022 and thereafter, plus, in each case, accrued and unpaid interest, if any, to the applicable redemption date. In addition, before September 15, 2019, and subject to certain conditions, the Company may, at its option, redeem up to 40% of the aggregate principal amount of 7% Senior Notes with the net proceeds of certain equity offerings at 107.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption; provided that (i) at least 60% of the aggregate principal amount of 7% Senior Notes remains outstanding and (ii) the redemption occurs within 180 days of the closing of any such equity offering.

The indenture governing the 7% Senior Notes contains covenants including but not limited to the following: limitations on dividends to shareowners and other restricted payments; dividend and other payment restrictions affecting the Company’s subsidiaries such that the subsidiaries are generally not permitted to enter into an agreement that would limit their ability to make dividend payments to the parent; issuance of indebtedness; asset dispositions; transactions with affiliates; liens; investments; issuances and sales of capital stock of subsidiaries; and redemption of debt that is junior in right of payment. The indenture governing the 7% Senior Notes provides for customary events of default, including a cross-default provision for both nonpayment at final maturity or acceleration due to a default of any other existing debt instrument that equals or exceeds $35 million.

8% Senior Notes due 2025
In the fourth quarter of 2017, CB Escrow Corp. (the “Issuer”), an Ohio corporation and wholly owned subsidiary of Cincinnati Bell Inc., closed the private offering of $350 million aggregate principal amount of 8% Senior Notes at par. The 8% Senior Notes were issued pursuant to an indenture, dated as of October 6, 2017 (the “Indenture”), between the Issuer and Regions Bank, as trustee.

Concurrently with the closing of the offering, the Issuer entered into an escrow agreement (the “Escrow Agreement”) pursuant to which the initial purchasers of the 8% Senior Notes on behalf (and at the direction) of the Issuer, deposited the gross proceeds of the offering into an escrow account. The Issuer deposited into the escrow account an additional amount of cash that would be sufficient to pay all interest that accrued on the 8% Senior Notes up to, but not including, October 9, 2018.
The offering of the 8% Senior Notes was part of the financing of the cash portion of the acquisition consideration for Hawaiian Telcom Holdco, Inc. (“Hawaiian Telcom”) by the Company. At the closing of the acquisition of Hawaiian Telcom, the Issuer merged with and into the Company (the “Escrow Merger”), with the Company continuing as the surviving corporation. At the time of the Escrow Merger, the Company assumed the obligations of the Issuer under the 8% Senior Notes and the Indenture (the “Assumption”) and, the proceeds from the offering were released from the escrow account to the Company.
Form 10-K Part IICincinnati Bell Inc.

The 8% Senior Notes bear interest at a rate of 8.00% per annum, payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2018, to persons who are registered holders of the 8% Senior Notes on the immediately preceding April 1 and October 1, respectively.
The 8% Senior Notes will mature on October 15, 2025. However, prior to October 15, 2020, the Company may, at its option, redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes, together with accrued and unpaid interest, if any, plus a “make-whole” premium. On or after October 15, 2020, the Company may, at its option, redeem some or all of the Notes at any time at declining redemption prices equal to (i) 106.000% beginning on October 15, 2020, (ii) 104.000% beginning on October 15, 2021, (iii) 102.000% beginning on October 15, 2022 and (iv) 100.000% beginning on October 15, 2023 and thereafter, plus, in each case, accrued and unpaid interest, if any, to the applicable redemption date. In addition, before October 15, 2020, and subject to certain conditions, the Company may, at its option, redeem up to 40% of the aggregate principal amount of Notes with the net proceeds of certain equity offerings at 108.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption; provided that (i) at least 60% of the aggregate principal amount of Notes remains outstanding after such redemption and (ii) the redemption occurs within 180 days of the closing of any such equity offering.

Cincinnati Bell Telephone Notes
In 1998, CBT's predecessor issued $150.0 million in aggregate principal of 6.30% unsecured senior notes due 2028 (the "CBT Notes"), which are guaranteed on a subordinated basis by the Company but not its subsidiaries. The indenture related to the CBT Notes does not subject the Company or CBT to restrictive financial covenants, but it does contain a covenant providing that if CBT incurs certain liens on its property or assets, CBT must secure the outstanding CBT Notes equally and ratably with the indebtedness or obligations secured by such liens. In 2017, CBT pledged its assets in support of the Company's debt incurred under the Credit Agreement, and as a result, the CBT Notes became equally and ratably secured. The maturity date of the CBT notes is in 2028, and the CBT Notes may be redeemed at any time at a redemption price equal to the greater of 100% of the principal amount of the CBT Notes to be redeemed or the sum of the present values of the remaining scheduled payments of principal and interest to maturity, plus accrued interest to the redemption date. The indenture governing the CBT Notes provides for customary events of default, including for failure to make any payment when due and for one or more defaults of any other existing debt instruments of the Company or CBT that exceeds $20.0 million, in the aggregate.
In the fourth quarter of 2015,During 2016, the Company redeemed $5.8$40.8 million of its outstanding CBT Notes at an average redemption price of 90.840%92.232% which resulted in a gain on extinguishment of debt of $0.5$2.8 million.
Capital Lease Obligations
Capital lease obligations represent our obligation for certain leased assets, including vehicles and various equipment. These leases generally contain renewal or buyout options.
Debt Maturity Schedule
The following table summarizes our annual principal maturities of debt, other financing arrangements and capital leases for the five years subsequent to December 31, 2015,2018, and thereafter:
  Capital Total  Other Capital Total
(dollars in millions)Debt Leases DebtDebt financing arrangements leases debt
Year ended December 31,            
2016$5.9
 $7.9
 $13.8
20175.6
 5.0
 10.6
201823.0
 4.0
 27.0
20195.4
 3.8
 9.2
$6.0
 $0.8
 $13.4
 $20.2
2020984.8
 2.6
 987.4
6.0
 1.1
 10.5
 17.6
2021182.6
 1.1
 7.1
 190.8
202224.0
 0.1
 5.0
 29.1
202328.3
 
 3.8
 32.1
Thereafter155.0
 44.3
 199.3
1,631.4
 
 34.1
 1,665.5
1,179.7
 67.6
 1,247.3
1,878.3
 3.1
 73.9
 1,955.3
Net unamortized discount(1.7) 
 (1.7)
Net unamortized premium1.7
 
 
 1.7
Unamortized note issuance costs(27.2) 
 
 (27.2)
Total debt$1,178.0
 $67.6
 $1,245.6
$1,852.8
 $3.1
 $73.9
 $1,929.8
Total capital lease payments including interest are expected to be $12.3 million for 2016, $9.1 million for 2017, $7.9 million for 2018, $7.4$18.0 million for 2019, $6.0$14.4 million for 2020, $10.6 million for 2021, $8.0 million for 2022, $6.5 million for 2023 and $61.8$42.6 million thereafter.
Effective March 31, 2015, $54.5 million of capital lease obligations were retained by the Company in conjunction with discontinuing wireless operations.

86

Form 10-K Part II Cincinnati Bell Inc.

Deferred Financing Costs
Deferred financing costs are costs incurred in connection with obtaining long-term financing. In 2015 and 2014, deferred financing costs incurred related to amending the Corporate Credit Agreement and renewing the Receivables Facility were $0.4 million and $0.9 million, respectively. As of December 31, 2015 and 2014, deferred financing costs totaled $11.2 million and $18.5 million, respectively.revolving credit agreements. Deferred financing costs are amortized overon the termeffective interest method. In 2018, the Company incurred deferred financing costs of $1.0 million related to the amendment to the Tranche B Term Loan due 2024 and $8.7 million related to the 8% Senior Notes due 2025 that was payable at the close of the acquisition transaction. In 2017, the Company incurred deferred financing costs of $12.9 million related indebtedness orto the issuance of the Tranche B Term Loan due 2024 and $1.4 million related to the issuance of 8% Senior Notes due 2025. In 2018 and 2017, deferred financing costs incurred for amending and renewing revolving credit agreement.agreements were $2.3 million and $4.6 million, respectively. The Company wrote-off deferred financing costs associated with the extinguishment of debt of $1.3 million, $2.1 million and $5.9 million in 2018, 2017 and 2016, respectively.

The Company records costs incurred in connection with obtaining revolving credit agreements as an asset. As of December 31, 2018 and 2017, deferred financing costs recorded to "Other non-current assets" totaled $4.9 million and $5.1 million, respectively. Amortization of deferred financing costs, included in "Interest expense" in the Consolidated Statements of Operations, totaled $4.1$5.7 million in 2015, $5.12018, $3.4 million in 2014,2017, and $5.9$3.0 million in 2013.2016.
Debt Covenants
Corporate Credit Agreement
The Corporate Credit Agreement has financial covenants that require the Company to maintain certain leverage and interest coverage ratios and comply with annual limitations on capital expenditures.ratios. As of December 31, 2015,2018, these ratios and limitations include a maximum secured consolidated total leverage ratio of 6.50, a maximum consolidated senior secured leverage ratio of 3.50 to 1.00 and a minimum consolidated interest coverage ratio of 1.50 and a 2015 maximum capital expenditure limitation of $319.2 million. Capital expenditures are permitted subject to predetermined annual thresholds which are not to exceed $626.4 million in the aggregate over the next three years. In 2015, capital expenditures for the Company totaled $283.6 million.1.00. In addition, the Corporate Credit Agreement contains customary affirmative and negative covenants, including but not limited to, restrictions on the Company's ability to incur additional indebtedness, create liens, pay dividends, make certain investments, and prepay other indebtedness, sell, transfer, lease, or dispose of assets and enter into, or undertake, certain liquidations, mergers, consolidations or acquisitions.

The Corporate Credit Agreement contains customary events of default (which are in some cases subject to certain exceptions, thresholds and grace periods), including, but not limited to, nonpayment of principal or interest, failure to perform or observe covenants, breaches of representations and warranties, cross-defaults with certain other indebtedness, certain bankruptcy-related events or proceedings, final monetary judgments or orders, ERISA defaults, invalidity of loan documents or guarantees, and certain change of control events. If the Company were to violate any of its covenants and were unable to obtain a waiver, it would be considered a default. If the Company were in default under the Corporate Credit Agreement, no additional borrowings under this facility would be available until the default was waived or cured.

The Tranche B Term Loan due 2024 is subject to the same affirmative and negative covenants and events of default as the CorporateRevolving Credit Agreement,Facility, except that a breach of the financial covenants will not result in an event of default under the Tranche B Term Loan due 2024 unless and until the agent or a majority in interest of the lenders under the CorporateRevolving Credit AgreementFacility have terminated thetheir commitments under the CorporateRevolving Credit Agreement orFacility and accelerated the loans then outstanding under the CorporateRevolving Credit AgreementFacility in response to such breach.breach in accordance with the terms and conditions of the Credit Agreement.
Public Indentures
Extinguished Notes
The Company’s public debt, which includesDuring 2016, the Company repaid the remaining $478.5 million outstanding on the 8 3/8% Senior Notes at an average price of 103.328%, resulting in a $17.8 million loss on extinguishment of debt.
In the fourth quarter of 2017, the Company repaid the remaining $315.8 million outstanding principal amount of its Tranche B Term Loan due 2020 and related accrued and unpaid interest. As a result, a loss on extinguishment of debt is governed by indentures which contain covenants that, among other things, limit the Company’s ability to incur additional debt or liens, pay dividends or make other restricted payments, sell, transfer, lease, or dispose of assets and make investments or merge with another company.
One of the financial covenants permits the issuance of additional Indebtedness up to a 4:00 to 1:00 Consolidated Adjusted Senior Debt to EBITDA ratio (as defined by the individual indenture). Once this ratio exceeds 4:00 to 1:00, the Company is not in default; however, additional indebtedness may only be incurred in specified permitted baskets, including a credit agreement basket providing full access to the $175.0 million revolving credit facility of the Corporate Credit Agreement plus an additional $197.1 million of secured debt. Also, the Company’s ability to make Restricted Payments (as defined by the individual indenture) would be limited, including common stock dividend payments or repurchasing outstanding Company shares. If the Company is under the 4:00 to 1:00 ratio on a pro forma basis, the Company may access its restricted payments basket, which provides the ability to repurchase shares or pay dividends. In addition, the Company may designate one or more of its subsidiaries as Unrestricted (as definedrecorded in the various indentures) such that any Unrestricted Subsidiary (as defined in the various indentures) would generally not be subject to the restrictionsfourth quarter of these various indentures. However, certain provisions which govern the Company's relationship with Unrestricted Subsidiaries would begin to apply.2017 of $2.6 million.

87

Form 10-K Part II Cincinnati Bell Inc.

Extinguished Notes9.     Commitments and Contingencies
Operating Lease Commitments
The Company leases certain circuits, facilities, and equipment used in its operations. Operating lease expense was $18.4 million, $10.7 million and $9.6 million in 2018, 2017 and 2016, respectively. Certain facility leases provide for renewal options with fixed rent escalations beyond the initial lease term.
At December 31, 2018, total future minimum lease payments required under operating leases having initial or remaining non-cancellable lease terms the next five years and thereafter are as follows:
(dollars in millions) 
2019$10.9
20209.4
20216.1
20224.5
20233.9
Thereafter23.7
Total$58.5
Other Installment Financing Arrangements
Prior to the acquisition of Hawaiian Telcom in July 2018, Hawaiian Telcom had an open dispute related to jointly-owned utility poles. Each of the electric utilities for the four counties in the State of Hawaii had separate agreements with Hawaiian Telcom for the joint ownership and maintenance of utility poles along with other third parties, such as the State of Hawaii. The agreements set forth various circumstances requiring pole removal, installation and replacement and the sharing of costs among the joint pole owners. The agreements allowed for the cost of work done by one joint pole owner to be shared by the other joint pole owners based on the apportionment of costs in the agreements. Generally, the electric utilities had maintained, replaced and installed the majority of the jointly-owned poles and had billed the other joint pole owners for their respective share of the costs. Hawaiian Telcom had a disagreement with the common owner of the utilities in three of the counties in Hawaii regarding the amount the utilities were requesting for their share of the capitalized costs.
At the time of the acquisition, Hawaiian Telcom had negotiated a potential resolution of the dispute with the utilities; however, the resolution was pending approval by the Hawaii Public Utilities Commission. In October 2018 the third quarterHawaii Public Utilities Commission approved the resolution. The agreement approved by the Hawaii Public Utilities Commission provided for the transfer of 2014,Hawaiian Telcom’s ownership responsibility of the poles to Hawaiian Electric Company (HEC) and Hawaiian Telcom to pay a fixed annual fee to HEC for continued use of the poles. The agreement, referred to as the Pole License Agreement, has a duration of 10 years at a fixed rate with two renewal options each for five year terms. Due to the continuing involvement by the Company, redeemed $325.0this transaction does not meet the requirements to be accounted for as a sale-leaseback, and therefore it has been treated as a financing obligation. As of December 31, 2018, the Company has a liability recorded of $40.1 million of its 8 3/4% Senior Subordinated Notes due 2018 at a redemption price of 104.375%. As a resultrelated to the payments for the use of the redemption,poles for the Company recorded a debt extinguishment lossnext 20 years, of $19.4 million. Additionally,which $1.0 million is recognized within "Other current liabilities" in the second quarterConsolidated Balance Sheets.
The IT Services and Hardware segment entered into an agreement in June 2018 for a building to use in its data center operations. Structural improvements were made to the facility in excess of 2015,normal tenant improvements and, as such, we are deemed the Company redeemed the remaining $300.0 million of outstanding 8 ¾% Senior Subordinated Notes due 2018 at a redemption rate of 102.188%. As a result, the Company recorded a loss on extinguishment of debt of $10.4 million.
In the fourth quarter of 2013, the Company redeemed allaccounting owner of the $500.0 millionfacility. The term of 1/4% Senior Notes due 2017 ("8 1/4% Senior Notes") at a redemption price of 104.125% using proceeds from the Corporate Credit Agreement Tranche B Term Loan facility that was issued on September 10, 2013. As a result, the Company recorded a debt extinguishment loss of $29.6 millionagreement for the year endedbuilding shell is a duration of 10 years with two renewal options each with a two-year term. As of December 31, 2013.2018, the liability related to the financing arrangement was $4.5 million, which was recognized within "Other noncurrent liabilities" in the Consolidated Balance Sheets.



88






Form 10-K Part II Cincinnati Bell Inc.

9.     Commitments and Contingencies
Operating Lease Commitments
The Company leases certain circuits, facilities, and equipment used in its operations. Operating lease expense was $10.1 million, $7.4 million, and $6.5 million in 2015, 2014, and 2013, respectively. In 2015, our retail stores, which were previously used to support our wireless operations, were re-branded to supportfuture minimum payments under the growth of our Fioptics suite of products. Rent expense associated with our retail locations totaled $0.8 million in 2015. Certain facility leases provide forbase agreements, as well as the renewal options with fixed rent escalations beyondfor each lease which the initial lease term.
At December 31, 2015, future minimum lease payments required under operating leases having initial or remaining non-cancellable lease terms for the next five yearsCompany expects to exercise, are as follows:
(dollars in millions)  
2016$3.9
20173.7
20182.6
20192.5
$0.8
20202.3
0.8
20213.5
20225.8
20235.8
Thereafter22.0
58.8
Total$37.0
Total minimum financing obligation payments$75.5
Trans-Pacific Submarine Cable

Commensurate to the acquisition of Hawaiian Telcom, the Company gained access to the SEA-US cable. In August 2014, Hawaiian Telcom joined several other telecommunication companies to form a consortium to build and operate the SEA-US cable. The total system cost was $235.0 million and was primarily composed of a supply contract with the lead contractor. The Company has a fractional ownership in the system and recognizes its fractional share at cost. In addition, the Company constructed a cable landing station in Hawaii and provides cable landing services. The system was completed in August 2017. During 2018, the Company incurred costs of $1.7 million, primarily to the cable contractor for construction, with all such costs capitalized.

The Company has excess capacity on its share of the SEA-US cable that it makes available to other carriers for a fee. The Company has contracted and expects to enter into additional IRU agreements with other carriers for use of this excess fiber circuit capacity. The Company may receive up-front payments for services to be delivered over a period of up to 25 years. As of December 31, 2018, the Company has a remaining obligation related to the sale of capacity and other services of $23.0 million, which was previously received in up-front payments. The Company is recognizing revenue for the cable on a straight-line basis over the contract term. The Company recognizes a financing component in accordance with ASC 606 associated with the upfront payments as the contract terms range up to 25 years.

Asset Retirement Obligations
Asset retirement obligations exist for certain other assets. Effective March 31, 2015,In conjunction with the acquisition of Hawaiian Telcom, the Company recognized certain asset retirement obligations related to our wireless towers were reclassifiedunderground tanks and environmental remediation that will occur prior to continuing operations as the retirement of certain assets. These obligations relateare recorded in "Other noncurrent liabilities" in the Consolidated Balance Sheets. Additionally, the Company recognizes certain asset retirement obligations related to towerdata center leases retained bywhich are recorded in "Accounts payable" in the Company.Consolidated Balance Sheets. The following table presents the activity for the Company’s asset retirement obligations, which are included in "Other noncurrent liabilities" in the Consolidated Balance Sheets:obligations:
December 31,December 31,
(dollars in millions)2015 20142018 2017
Balance, beginning of period$1.6
 $1.7
$2.3
 $1.8
Asset retirement obligations reclassified from discontinued operations10.9
 
Hawaiian Telcom opening balance sheet adjustment6.6
 
Liabilities incurred
 0.4
Liabilities settled(5.0) (0.2)(0.1) 
Revision to estimated cash flow(2.9) 
Accretion expense0.2
 0.1
0.3
 0.1
Balance, end of period$4.8
 $1.6
$9.1
 $2.3
Form 10-K Part IICincinnati Bell Inc.

Indemnifications
During the normal course of business, the Company makes certain indemnities, commitments, and guarantees under which it may be required to make payments in relation to certain transactions. These include (a) intellectual property indemnities to customers in connection with the use, sale, and/or license of products and services, (b) indemnities to customers in connection with losses incurred while performing services on their premises, (c) indemnities to vendors and service providers pertaining to claims based on negligence or willful misconduct of the Company, (d) indemnities involving the representations and warranties in certain contracts, and (e) outstanding letters of credit which totaled $6.3$8.2 million as of December 31, 20152018. In addition, the Company has made contractual commitments to several employees providing for payments upon the occurrence of certain prescribed events. The majority of these indemnities, commitments, and guarantees do not provide for any limitation on the maximum potential for future payments that the Company could be obligated to make.

89

Form 10-K Part IICincinnati Bell Inc.

As permitted under Ohio law, the Company has agreements whereby the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company's request in such capacity. The term of the indemnification period is for the lifetime of the officer or director. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits the Company's exposure and enables the Company to recover a portion of any future amounts paid. As a result of the Company's insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. The Company has no liabilities recorded for these agreements as of December 31, 20152018 or 20142017.
Purchase Commitments
The Company has noncancellable purchase commitments related to certain goods and services. These agreements typically range from one to three years. As of December 31, 20152018 and 2014,2017, the minimum commitments for these arrangements were approximately $166$157 million and $178$205 million, respectively. The Company generally has the right to cancel open purchase orders prior to delivery and to terminate the contracts without cause.
Litigation
Cincinnati Bell and its subsidiaries are subject to various lawsuits, actions, proceedings, claims and other matters asserted under laws and regulations in the normal course of business. We believe the liabilities accrued for legal contingencies in our consolidated financial statements, as prescribed by GAAP, are adequate in light of the probable and estimable contingencies. However, there can be no assurances that the actual amounts required to satisfy alleged liabilities from various legal proceedings, claims, tax examinations, and other matters, and to comply with applicable laws and regulations, will not exceed the amounts reflected in our consolidated financial statements. As such, costs, if any, that may be incurred in excess of those amounts provided as of December 31, 20152018, cannot be reasonably determined.
Contingent Compensation Plan
In 2010, the Company's Board of Directors approved long-term incentive programs for certain members of management. Payment was contingent upon the completion of a qualifying transaction and attainment of an increase in the equity value of the data center business, as defined in the plans.
The CyrusOne IPO completed on January 24, 2013 was a qualifying transaction and triggered payments under this contingent compensation plan. For the year ended December 31, 2013, compensation expense of $42.6 million was recognized for these awards and other transaction-related incentives, of which $20.0 million was associated with CyrusOne employees. This expense has been presented as transaction-related compensation in our Consolidated Statement of Operations for the year ended December 31, 2013.

90

Form 10-K Part II Cincinnati Bell Inc.

10.    Financial Instruments and Fair Value Measurements
Interest Rate Swaps
The Company uses interest rate swap agreements to minimize its exposure to interest rate fluctuations on variable rate debt borrowings. Interest rate swaps involve the exchange of fixed and variable rate interest payments and do not represent an actual exchange of the underlying notional amounts between parties. The Company has one forward starting non-amortizing interest rate swap with a total notional amount of $300.0 million to convert variable rate debt to fixed rate debt. The interest rate swap became effective in June 2018 and expires in June 2023. The interest rate swap results in interest payments based on an average fixed rate of 2.938% plus the applicable margin per the requirements in the Credit Agreement (see Note 8). During the next twelve months, the Company estimates that $1.2 million will be reclassified as an increase to interest expense.

The Company has agreements with its derivative financial instrument counter-parties that contain provisions providing that if the Company defaults on the indebtedness associated with its derivative financial instruments, then the Company could also be declared in default on its derivative financial instrument obligations. The Company minimizes this risk by evaluating the creditworthiness of our counter-parties, which are limited to major banks and financial institutions.

Upon inception, the interest rate swap was designated as a cash flow hedge under ASC 815, with gains and losses, net of tax, measured on an ongoing basis recorded in accumulated other comprehensive income (loss). The fair value of the interest rate swap is categorized as Level 2 in the fair value hierarchy as it is based on well-recognized financial principles and available market data. As of December 31, 2018, the fair value of the interest rate swap liability was $5.0 million and is recorded in the Consolidated Balance Sheets as of December 31, 2018 as follows:
     December 31, 2018
(dollars in millions)Balance Sheet Location December 31, 2018 Quoted Prices in active markets Level 1 Significant observable inputs Level 2 Significant unobservable inputs Level 3
Liabilities:         
Interest Rate SwapOther noncurrent liabilities $3.8
 $
 $3.8
 $
Interest Rate SwapOther current liabilities $1.2
 $
 $1.2
 $
The amount of losses recognized in Accumulated Other Comprehensive Income ("AOCI") net of reclassifications into earnings is as follows:
 Year Ended
 December 31,
(dollars in millions)2018
Interest Rate Swap$(5.0)
The amount of losses reclassified from AOCI into earnings is as follows:
  Year Ended
  December 31,
(dollars in millions)Statement of Operations Location2018
Interest Rate SwapInterest Expense$(1.2)
10.Form 10-K Part IIFinancial Instruments and Fair Value MeasurementsCincinnati Bell Inc.
Fair Value of
Disclosure on Financial Instruments
The carrying values of ourthe Company's financial instruments do not materially differ fromapproximate the estimated fair values as of December 31, 20152018 and 2014,December 31, 2017, except for the Company's investment in CyrusOnelong-term debt and long-term debt.
other financing arrangements. The carrying value and fair valuevalues of the Company’s financial instrumentsthese items are as follows:
December 31, 2015 December 31, 2014December 31, 2018 December 31, 2017
(dollars in millions)Carrying Value Fair Value Carrying Value Fair ValueCarrying Value Fair Value Carrying Value Fair Value
Investment in CyrusOne$55.5
 $257.9
 $273.6
 $785.0
Long-term debt, including current portion*1,178.0
 1,155.6
 1,686.1
 1,717.4
$1,880.0
 $1,673.6
 $1,687.1
 $1,687.5
*Excludes capital leases.       
Other financing arrangements44.6
 43.6
 
 
*Excludes capital leases and note issuance costs       
The fair value of our investment in CyrusOne was based on the closing market price of CyrusOne's common stock on December 31, 2015 and 2014. This fair value measurement is considered Level 1 of the fair value hierarchy.

The fair value oflong-term debt instruments was based on closing or estimated market prices of the Company’s debt at December 31, 20152018 and 2014,December 31, 2017, which is considered Level 2 of the fair value hierarchy. The fair value of other financing arrangements was calculated using a discounted cash flow model that incorporates current borrowing rates for obligations of similar duration, which is considered Level 3 of the fair value hierarchy. As of December 31, 2018, the current borrowing rate was estimated by applying the Company's credit spread to the risk-free rate for a similar duration borrowing.

Non-Recurring Fair Value Measurements
Certain long-lived assets, intangibles, and goodwill aremay be required to be measured at fair value on a non-recurring basis subsequent to their initial measurement. These non-recurring fair value measurements generally occur when evidence of impairment has occurred. In 20152016 and 2013,2018, no assets were remeasured at fair value. During 2014,2017, the following assets were remeasured at fair value in connection with impairment tests:
   Fair Value Measurements Using  
(dollars in millions)
Year Ended
December 31, 2014
 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Impairment Losses
Property:         
       Office software, furniture, fixtures, & vehicles (Entertainment and Communications)
 
 
 
 $(4.6)
       Impairment of assets        $(4.6)
   Fair Value Measurements Using  
(dollars in millions)
Year Ended
December 31, 2017
 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Impairment Losses
Equity method investment:         
Equity method investment
 
 
 
 $(4.7)
       Impairment of equity method investment        $(4.7)
In 2014, certain software projects for our Entertainment and Communications segment were abandoned. These assets had nothe third quarter of 2017, an equity method investment recorded within “Other noncurrent assets” in the Consolidated Balance Sheets was remeasured at fair value as they were no longer being used, resulting in an impairment lossdue to a triggering event identified by management. As a result of $4.6 million in 2014. Historically, management used the income approach to determine fair value of the assets, but since the assets will not be used in the future, there are no expected future earnings attributable andanalysis, the entire carrying value of $4.7 million was impaired and recorded to "Other expense (income), net" on the asset was impaired.Consolidated Statements of Operations. This fair value measurement is considered a Level 3 measurement due to the significance of its unobservable inputs.

91

Form 10-K Part II Cincinnati Bell Inc.

11.Restructuring Charges
Restructuring liabilities have been established for employee separations, lease abandonment11.    Pension and contract terminations. A summary of activity in the restructuring liability is shown below:Postretirement Plans
(dollars in millions)
Employee
Separation
 
Lease
Abandonment
 Other Total
Balance as of December 31, 2012$6.5
 $5.2
 $0.2
 $11.9
Charges9.0
 3.9
 0.6
 13.5
Utilizations(7.1) (3.3) (0.7) (11.1)
Balance as of December 31, 20138.4
 5.8
 0.1
 14.3
Charges/(Reversals)1.0
 (1.4) 
 (0.4)
Utilizations(6.4) (2.6) 
 (9.0)
Balance as of December 31, 20143.0
 1.8
 0.1
 4.9
Charges3.3
 0.3
 2.4
 6.0
Utilizations(6.1) (1.3) (2.4) (9.8)
Balance as of December 31, 2015$0.2
 $0.8
 $0.1
 $1.1
Employee separation costs consist of severance to be paid pursuant to the Company's written severance plan. In 2015, employee separation charges were associated with discontinuing our cyber-security product offering and integrating each of our segments' business markets. In 2014, employee separation charges included charges attributable to outsourcing a portion of our IT function and incurring consulting fees related to a workforce optimization initiative. During 2013, employee separation costs included consulting fees related to a workforce optimization initiative.
Lease abandonment costs represent future minimum lease obligations, net of expected sublease income, for abandoned facilities. Reversals in 2014 were related to previously abandoned leased space that was reoccupied in the third quarter. Lease payments on abandoned facilities will continue through 2019.
Other charges in 2015 represent project related expenses as we continue to identify opportunities to integrate the business markets within our Entertainment and Communications and IT Services & Hardware segments. For 2013, contract terminations consisted of amounts due to a distributor to terminate a contractual agreement.
A summary of restructuring activity by business segment is presented below:
(dollars in millions)Entertainment and Communications IT Services and Hardware Corporate Total
Balance as of December 31, 2012$8.6
 $0.5
 $2.8
 $11.9
Charges9.1
 0.7
 3.7
 13.5
Utilizations(7.2) (0.4) (3.5) (11.1)
Balance as of December 31, 201310.5
 0.8
 3.0
 14.3
Charges/(Reversals)(0.5) 
 0.1
 (0.4)
Utilizations(6.1) (0.5) (2.4) (9.0)
Balance as of December 31, 20143.9
 0.3
 0.7
 4.9
Charges1.6
 2.8
 1.6
 6.0
Utilizations(4.7) (2.8) (2.3) (9.8)
Balance as of December 31, 2015$0.8
 $0.3
 $
 $1.1
At December 31, 2015 and 2014, $0.9 million and $4.9 million, respectively, of the restructuring liabilities were included in “Other current liabilities.” At December 31, 2015, $0.2 million was included in "Other noncurrent liabilities."

92

Form 10-K Part IICincinnati Bell Inc.

12.Pension and Postretirement Plans
Savings Plans
The Company sponsors several defined contribution plans covering substantially all employees. The Company's contributions to the plans are based on matching a portion of the employee contributions. Both employer and employee contributions are invested in various investment funds at the direction of the employee. Employer contributions to the defined contribution plans were $7.011.3 million, $6.48.2 million, and $6.28.4 million in 20152018, 20142017, and 20132016, respectively.
Pension and Postretirement Plans
Cincinnati Plans
The Company sponsors three noncontributory defined benefit pension plans: one for eligible management employees, one for non-management employees, and one supplemental, nonqualified, unfunded plan for certain former senior executives.executives (collectively the "Cincinnati Plans"). The management pension plan is a cash balance plan in which the pension benefit is determined by a combination of compensation-based credits and annual guaranteed interest credits. Pension plan amendments were approved in May 2013 and the Company remeasured the associated pension obligations. As a result of the pension plan amendment, the Company recorded a curtailment gain of $0.6 million and a $10.3 million reduction to the associated pension obligations during the second quarter of 2013. The non-management pension plan is also a cash balance plan in which the combination of service and job-classification-based credits and annual interest credits determine the pension benefit. During the second quarter of 2015, the non-management pension plan was amended to eliminate all future pension credits and transition benefits. As a result, we recognized a curtailment loss of $0.3 million and a $1.7 million reduction to the associated pension obligations. Benefits for the supplemental plan are based on eligible pay, adjusted for age and service upon retirement. We fund both the management and non-management plans in an irrevocable trust through contributions, which are determined using the traditional unit credit cost method. We also use the traditional unit credit cost method for determining pension cost for financial reporting purposes.
During 2017, the non-management pension plan made lump sum payments of $11.0 million resulting in a reduction of the plan benefit obligation of $11.3 million. The Company recorded a pension settlement cost of $4.0 million in 2017 as a result of the lump sum payments to the plan participants exceeding the sum of the service cost and the interest cost component of the net pension cost.
The Company also provides healthcare and group life insurance benefits for eligible retirees. We fund healthcare benefits and other group life insurance benefits using Voluntary Employee Benefit Association ("VEBA") trusts. It is our practice to fund amounts as deemed appropriate from time to time. Contributions are subject to Internal Revenue Service ("IRS") limitations developed using the traditional unit credit cost method. The actuarial expense calculation for our postretirement health plan is based on numerous assumptions, estimates, and judgments including healthcare cost trend rates and cost sharing with retirees. Retiree healthcare benefits are being phased out for both management and certain retirees. During 2017, the Company reviewed the employees with special death benefits only within the defined benefit pension plans and determined that the liabilities associated with the special death benefits would be better associated with the postretirement health plans. As a result, the Company eliminated the liability associated with the special death benefits in the defined benefit pension plans, and recorded a liability of $14.0 million in the postretirement health plans in 2017.
Hawaii Plans
The Company sponsors one noncontributory defined benefit plan for union employees, one cash balance pension plan for nonunion employees, and two postretirement health and life insurance plans for Hawaiian Telcom employees (collectively the "Hawaii Plans"). The noncontributory defined benefit plan was frozen as of March 1, 2012 and the cash balance pension plan was frozen as of April 1, 2007.
During 2018, Hawaiian Telcom's pension plans made lump sum payments of $3.6 million resulting in a reduction of plan benefit obligation of $3.6 million. The Company recorded a pension settlement cost of $0.1 million in 2018 as a result of the lump sum payments to the plan participants exceeding the sum of the service cost and the interest cost component of the net pension cost.
Components of Net Periodic Cost
The following information relates to noncontributory defined benefit pension plans, postretirement healthcare plans, and life insurance benefit plans. Approximately 12% inplans at December 31, 2018, 2017 and 2016 for the Cincinnati Plans and at December 31, 2018 for the Hawaii Plans. In both 2017 and 2016, approximately 2015, 8% in 2014, and 10% in 201313% of these costs were capitalized to property, plant and equipment related to network construction in the Entertainment and Communications segment. Pension and postretirementIn accordance with ASU 2017-07, adopted effective January 1, 2018, only the service cost component of net benefit costscost is eligible for these plans were comprised of:capitalization on a prospective basis, which was immaterial for 2018.
 Pension Benefits Postretirement and Other Benefits
(dollars in millions)2015 2014 2013 2015 2014 2013
Service cost$0.3
 $1.0
 $2.1
 $0.3
 $0.3
 $0.4
Interest cost on projected benefit obligation19.0
 21.0
 18.8
 3.3
 4.0
 4.0
Expected return on plan assets(29.2) (28.1) (25.7) 
 
 
Amortization of:

 
 
 
 
 
Prior service cost (benefit)0.1
 0.2
 0.2
 (15.4) (15.4) (14.1)
Actuarial loss24.9
 17.3
 22.0
 5.4
 5.4
 5.6
Curtailment loss (gain)0.3
 
 (0.6) 
 
 
Pension/postretirement cost (benefit)$15.4
 $11.4
 $16.8
 $(6.4) $(5.7) $(4.1)

93

Form 10-K Part II Cincinnati Bell Inc.

Pension and postretirement benefit costs for these plans were comprised of:
 Pension Benefits Postretirement and Other Benefits
(dollars in millions)2018 2017 2016 2018 2017 2016
Service cost$
 $
 $
 $0.6
 $0.2
 $0.3
Interest cost on projected benefit obligation20.0
 19.4
 19.3
 4.2
 3.2
 3.3
Expected return on plan assets(29.8) (26.0) (27.3) 
 
 
Amortization of:           
Prior service cost (benefit)
 
 0.1
 (3.1) (4.5) (14.7)
Actuarial loss17.0
 17.5
 19.1
 4.1
 4.7
 4.9
Pension settlement charges0.1
 4.0
 
 
 
 
Pension/postretirement cost (benefit)$7.3
 $14.9
 $11.2
 $5.8
 $3.6
 $(6.2)
The following are the weighted-average assumptions used in measuring the net periodic cost of the pension and postretirement benefits:
 Pension Benefits  Postretirement and Other Benefits 
 2015 2014 2013  2015 2014 2013 
Discount rate3.40%*4.20% 3.30%** 3.40% 4.10% 3.40%***
Expected long-term rate of return7.75% 7.75% 7.75%  
 
 
 
Future compensation growth rate
 
 3.00%  
 
 
 
* Discount rate used for the remeasurement of the non-management pension plan in April 2015 was consistent with the discount rate previously established.
** Discount rate used for the remeasurement of the management pension plan in May 2013 was consistent with the discount rate previously established.
*** For the period January 1, 2013 through July 31, 2013, the date of the remeasurement, we used a 3.10% discount rate. From that date through December 31, 2013, we used a 3.90% discount rate.
Cincinnati PlansPension Benefits  Postretirement and Other Benefits 
 2018 2017 2016  2018 2017 2016 
Discount rate3.60% 4.10% 3.80%
 3.60% 4.00% 3.70% 
Expected long-term rate of return7.00% 7.25% 7.50%  
 
 
 
Future compensation growth rate
 
 
  
 
 
 
The expected long-term rate of return on plan assets, developed using the building block approach, is based on the mix of investments held directly by the plans and the current view of expected future returns, which is influenced by historical averages. Changes in actual asset return experience and discount rate assumptions can impact the Company’s operating results, financial position and cash flows.
Hawaii PlansPension Benefits Postretirement and Other Benefits
 2018 2018
Discount rate4.10% 4.20%
Expected long-term rate of return7.00%  
Future compensation growth rate   
The expected long-term rate of return on plan assets is determined using the target allocation of assets which is based on the goal of earning the highest rate of return while maintaining risk at an acceptable level. When developing the long-term rate of return on plan assets, historical experiences, long-term inflation assumptions, economic forecasts for the types of investments held by the plans, the plans' asset allocations and past performance of the plans' assets are all considered.


Form 10-K Part IICincinnati Bell Inc.

Benefit Obligation and Funded Status
Changes in the plans' benefit obligations and funded status are as follows:
    Postretirement and Other Benefits    Postretirement and Other Benefits
Pension Benefits Pension Benefits 
(dollars in millions)2015 2014 2015 20142018 2017 2018 2017
Change in benefit obligation:              
Benefit obligation at January 1,$577.3
 $523.0
 $109.0
 $101.5
$489.2
 $505.6
 $98.6
 $82.6
Hawaiian Telcom opening balance sheet adjustment184.1
 
 51.2
 
Service cost0.3
 1.0
 0.3
 0.3

 
 0.6
 0.2
Interest cost19.0
 21.0
 3.3
 4.0
20.0
 19.4
 4.2
 3.2
Actuarial (gain) loss(18.8) 73.5
 (10.9) 13.3
(39.9) 28.1
 (20.3) 7.6
Benefits paid(47.3) (41.2) (12.7) (15.2)(43.0) (38.6) (13.1) (11.6)
Retiree drug subsidy received
 
 0.2
 0.5

 
 0.3
 0.2
Transfer of special death benefit
 (14.0) 
 14.0
Settlements(3.6) (11.3) 
 
Other
 
 3.9
 4.6

 
 2.2
 2.4
Benefit obligation at December 31,$530.5
 $577.3
 $93.1
 $109.0
$606.8
 $489.2
 $123.7
 $98.6
              
Change in plan assets:              
Fair value of plan assets at January 1,$424.3
 $399.3
 $11.0
 $11.3
$392.1
 $372.3
 $7.5
 $8.7
Actual return on plan assets(10.5) 44.2
 0.1
 0.4
Hawaiian Telcom opening balance sheet adjustment163.0
 
 
 
Actual (loss) return on plan assets(37.7) 64.8
 0.3
 0.2
Employer contributions11.6
 22.0
 11.7
 14.0
11.6
 4.6
 10.8
 10.0
Retiree drug subsidy received
 
 0.2
 0.5

 
 0.3
 0.2
Benefits paid(47.3) (41.2) (12.7) (15.2)(43.0) (38.6) (13.1) (11.6)
Settlements(3.6) (11.0) 
 
Fair value of plan assets at December 31,378.1
 424.3
 10.3
 11.0
482.4
 392.1
 5.8
 7.5
Unfunded status$(152.4) $(153.0)
$(82.8)
$(98.0)$(124.4) $(97.1)
$(117.9)
$(91.1)

The following are the weighted-average assumptions used in accounting for and measuring the projected benefit obligations:
94

Cincinnati PlansPension Benefits Postretirement and Other Benefits
 December 31, December 31,
 2018 2017 2018 2017
Discount rate4.20% 3.60% 4.30% 3.60%
Future compensation growth rate
 
 
 
Hawaii PlansPension Benefits Postretirement and Other Benefits
 December 31, December 31,
 2018 2018
Discount rate4.20% 4.40%
Future compensation growth rate 
 
Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

The following are the weighted-average assumptions used in accounting for and measuring the projected benefit obligations:
 Pension Benefits Postretirement and Other Benefits
 December 31, December 31,
 2015 2014 2015 2014
Discount rate3.80% 3.40% 3.70% 3.40%
Expected long-term rate of return7.75% 7.75% 
 
Future compensation growth rate
 
 
 
The assumed healthcare cost trend rate used to measure the postretirement health benefit obligation is shown below:
December 31,
Cincinnati PlansDecember 31,
2015 20142018 2017
Healthcare cost trend6.5% 6.5%6.5% 6.5%
Rate to which the cost trend is assumed to decline (ultimate trend rate)4.5% 4.5%4.5% 4.5%
Year the rates reach the ultimate trend rate2020
 2018
2023
 2022
Hawaii PlansDecember 31,
2018
Healthcare cost trend6.8%
Rate to which the cost trend is assumed to decline (ultimate trend rate)5.0%
Year the rates reach the ultimate trend rate2026
A one-percentage point change in assumed healthcare cost trend rates would have the following effect on the postretirement benefit costs and obligation:
(dollars in millions)1% Increase 1% Decrease
Service and interest costs for 2015$0.2
 $(0.1)
Postretirement benefit obligation at December 31, 20154.2
 (3.8)
(dollars in millions)1% Increase 1% Decrease
Service and interest costs for 2018$0.1
 $(0.1)
Postretirement benefit obligation at December 31, 20181.8
 (1.7)
The projected benefit obligation is recognized in the Consolidated Balance Sheets as follows:
Pension Benefits Postretirement and Other BenefitsPension Benefits Postretirement and Other Benefits
December 31, December 31,December 31, December 31,
(dollars in millions)2015 2014 2015 20142018 2017 2018 2017
Accrued payroll and benefits (current liability)$2.1
 $2.2
 $10.1
 $12.0
$2.1
 $2.1
 $11.0
 $10.5
Pension and postretirement benefit obligations (noncurrent liability)150.3
 150.8
 72.7
 86.0
122.3
 95.0
 106.9
 80.6
Total$152.4
 $153.0
 $82.8
 $98.0
$124.4
 $97.1
 $117.9
 $91.1
Amounts recognized in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets which have not yet been recognized in net pension costs consisted of the following:
    Postretirement and Other BenefitsPension Benefits Postretirement and Other Benefits
Pension Benefits  
December 31, December 31,December 31, December 31,
(dollars in millions)2015 2014 2015 20142018 2017 2018 2017
Prior service (cost) benefit, net of tax of ($0.1), ($0.2), $15.8, $21.3$(0.2) $(0.5) $28.6
 $38.5
Actuarial loss, net of tax of ($90.4), ($91.5), ($23.0), ($29.3)(157.8) (160.7) (40.9) (50.9)
Prior service (cost) benefit, net of tax of ($0.1), ($0.1), $4.6, $5.3$(0.1) $(0.1) $17.5
 $19.9
Actuarial loss, net of tax of ($45.0), ($42.5), ($7.1), ($12.7)(156.3) (148.4) (25.6) (44.5)
Total$(158.0) $(161.2) $(12.3) $(12.4)$(156.4) $(148.5) $(8.1) $(24.6)

95

Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

Amounts recognized in "Accumulated other comprehensive loss" on the Consolidated Statements of Shareowners’ Deficit and the Consolidated Statements of Comprehensive Income are shown below:
Pension Benefits Postretirement and Other BenefitsPension Benefits Postretirement and Other Benefits
(dollars in millions)2015 2014 2015 20142018 2017 2018 2017
Prior service cost recognized:              
Reclassification adjustments$0.4
 $0.2
 $(15.4) $(15.4)$
 $
 $(3.1) $(4.5)
Actuarial (loss) gain recognized:              
Reclassification adjustments24.9
 17.3
 5.4
 5.4
17.1
 21.5
 4.1
 4.7
Actuarial (loss) gain arising during the period(20.9) (57.5) 10.9
 (12.9)(27.7) 11.0
 20.4
 (7.4)
The following amounts currently included in "Accumulated other comprehensive loss" are expected to be recognized in 20162019 as a component of net periodic pension and postretirement cost:
Pension Benefits Postretirement and Other BenefitsPension Benefits Postretirement and Other Benefits
(dollars in millions)  
Prior service cost (benefit)$0.1
 $(14.8)
Prior service benefit$
 $(2.5)
Actuarial loss18.2
 4.9
13.9
 1.9
Total$18.3
 $(9.9)$13.9
 $(0.6)
Plan Assets, Investment Policies and Strategies
Cincinnati Plans
The primary investment objective for the trusts holding the assets of the pension and postretirement plans is preservation of capital with a reasonable amount of long-term growth and income without undue exposure to risk. This is provided by a balanced strategy using fixed income and equity securities. The target allocations for the pension plan assets are 65% equity securities and 35% investment grade fixed income securities. Equity securities are primarily held in the form of passively managed funds that seek to track the performance of a benchmark index. Equity securities include investments in growth and value common stocks of companies located in the United States, which represents approximately 60%52% of the equity securities held by the pension plans at December 31, 20152018, as well as stock of international companies located in both developed and emerging markets around the world. Fixed income securities primarily include holdings of funds, which generally invest in a variety of intermediate and long-term investment grade corporate bonds from diversified industries. The postretirement plan assets are currently invested in a group insurance contract.
Hawaii Plans
From the acquisition date to December 31, 2018, Hawaiian Telcom's overall investment strategy is to primarily invest for long-term growth with sufficient investments available to fund near-term benefit payments. Hawaiian Telcom aims for diversification of asset types, fund strategies and fund managers. The fair valuestarget allocations for plan assets are 60% equity securities and 40% fixed income securities. Equity securities primarily include investments in equity funds. These investments are diversified in companies located in the United States and internationally. Equity securities that are located in the United States totaled approximately 69%. Fixed income securities are in funds that invest in bonds of companies from diversified industries, mortgage-backed securities and U.S. Treasuries. Beginning in 2019, Hawaiian Telcom's investment strategy will follow the strategies of the pension and postretirement plan assets at December 31, 2015 and 2014 by asset category are as follows:
(dollars in millions)December 31, 2015 
Quoted Prices
in active
markets
Level 1
 
Significant
observable
inputs
Level 2
 
Significant
unobservable
inputs
Level 3
Mutual funds       
U.S. equity index funds$147.8
 $147.8
 $
 $
International equity index funds97.0
 97.0
 
 
Fixed income bond funds133.3
 133.3
 
 
Group insurance contract10.3
 
 
 10.3
Total$388.4
 $378.1
 $
 $10.3
Cincinnati Plans.


96

Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

The fair values of the pension plan assets at December 31, 2018 and 2017 by asset category are as follows:
(dollars in millions) December 31, 2014 
Quoted Prices
in active
markets
Level 1
 
Significant
observable
inputs
Level 2
 
Significant
unobservable
inputs
Level 3
December 31, 2018 
Quoted Prices
in active
markets
Level 1
 
Significant
observable
inputs
Level 2
 Significant
unobservable
inputs
Level 3
Mutual funds               
U.S. equity index funds $212.3
 $212.3
 $
 $
$165.0
 $107.2
 $57.8
 $
International equity index funds 61.1
 61.1
 
 
127.2
 100.7
 26.5
 
Fixed income bond funds 150.9
 150.9
 
 
183.0
 119.3
 63.7
 
Fixed income short-term money market funds7.2
 0.1
 7.1
 
Group insurance contract 11.0
 
 
 11.0
5.8
 
 
 
Total $435.3
 $424.3
 $
 $11.0
$488.2
 $327.3
 $155.1
 $

(dollars in millions) December 31, 2017 
Quoted Prices
in active
markets
Level 1
 
Significant
observable
inputs
Level 2
 
Significant
unobservable
inputs
Level 3
Mutual funds        
U.S. equity index funds $151.0
 $151.0
 $
 $
International equity index funds 101.3
 101.3
 
 
Fixed income bond funds 136.1
 136.1
 
 
Fixed income short-term money market funds 3.7
 3.7
 
 
Group insurance contract 7.5
 
 
 
Total $399.6
 $392.1
 $
 $
The fair values of Level 1 investments are based on quoted prices in active markets.
Level 2 investments include certain fixed income funds, equity funds, and short term investment funds that are held by the Hawaii Plans. Investment funds include commingled funds that are not open to public investment and are valued at the net asset value per share. The Level 3 investment consistsmajority of asuch funds allow for redemption each trading day at the daily reported net asset value per share which is reported as the fund fair value on that trading day.  There are no restrictions on fund redemptions.  As the published net asset value reflects the amount at which the fund trades, the Company has concluded it is reflective of the fund fair value as of the end of each reporting period.

The group insurance contract as of December 31, 2015 and 2014. The contract is valued at contract value plus accrued interest which approximatesand has not been included in the fair value. Duringvalue hierarchy, but is included in the fourth quarter of 2014, the Company liquidated the real estate pooled funds within the pension plan master trust that had been categorized as Level 3 investments. The proceeds from the sale were reinvested in equity securities and investment grade fixed income securities similar to those currently held by the pension plan master trust. These new investments are classified as Level 1 investments.totals above.
The Level 3 investments had the following changes in 2015 and 2014:
 Pension Postretirement and Other Benefits
(dollars in millions)2015 2014 2015 2014
Balance, beginning of year$
 $30.8
 $11.0
 $11.3
Realized gains, net
 3.2
 0.3
 0.4
Purchases, sales, issuances and settlements, net
 (34.0) (1.0) (0.7)
Balance, end of year$
 $
 $10.3
 $11.0
Contributions to our qualified pension plans were $10.3$9.3 million in 2015, $19.72018, $2.3 million in 2014,2017, and $42.1$3.1 million in 2013.2016. The 2018 contributions include a $5 million contribution to the Hawaii Plans that was required by the Public Utilities Commission of the State of Hawaii in order to complete the merger. Contributions to our non-qualified pension plan were $2.2 million in 2015, $2.3 million in 2014 and $2.92018, $2.3 million in 2013.2017, and $2.3 million in 2016.
Based on current assumptions, management believes it will not make any contributions to the qualified pension plan in 2016. Contributions to non-qualified pension plans in 2016 are expected to be approximately $2 million.$3 million to both the qualified and non-qualified plans in 2019, respectively. Management expects to make cash payments of approximately $10$11 million related to its postretirement health plans in 2016.2019.
Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next ten years:
(dollars in millions)
Pension
Benefits
 
Postretirement
and Other
Benefits
 
Medicare
Subsidy
Receipts
2016$42.3
 $10.6
 $(0.5)
201741.5
 9.8
 (0.5)
201841.2
 9.2
 (0.5)
201939.4
 7.9
 (0.5)
202038.8
 7.1
 (0.4)
Years 2021 - 2025174.9
 30.8
 (1.7)
(dollars in millions)
Pension
Benefits
 
Postretirement
and Other
Benefits
 
Medicare
Subsidy
Receipts
2019$77.3
 $11.5
 $(0.4)
202051.3
 10.7
 (0.4)
202150.1
 10.4
 (0.3)
202247.9
 10.0
 (0.3)
202346.3
 9.5
 (0.3)
Years 2024 - 2028196.5
 41.8
 (1.0)


97

Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

13.12.     Shareowners’ Deficit
Common Shares
The par value of the Company’s common shares is $0.01$0.01 per share. At December 31, 20152018 and 2014,2017, common shares outstanding were 209,876,94950,184,114 and 209,296,068,42,197,965, respectively.
In 2010, the Board of Directors approved a plan for repurchase of up to $150.0$150.0 million of the Company's common shares. In 2015, 2014,2018 and 2013,2017, no shares were repurchased or retired under this plan. In 2016, the Company repurchased and retired approximately 0.2 million shares of its common stock for $4.8 million at an average price of $19.67 per share. As of December 31, 2015,2018, the Company had the authority to repurchase $129.2$124.4 million of its common stock.
The Company previously had a deferred compensation plan for certain executives of the Company.  The executive deferred compensation plan was terminated in the fourth quarter of 2015.  At December 31, 2015,, treasury shares of common stock held under certain management deferred compensation arrangementsthe plan were 0.1 million,nominal, with a total cost of $0.5$0.5 million. In the fourth quarter of 2016, all amounts due under the plan were distributed to plan participants.  
On July 2, 2018, the Company completed its acquisition of Hawaiian Telcom. In conjunction with the acquisition, the Company issued 7.7 million. At December 31, 2014, treasury common shares of commonas stock held under certain management deferred compensation arrangements were 0.3 million,consideration, with a total costvalue of $1.1$121.2 million.
Preferred Shares
The Company is authorized to issue 1,357,299 shares of voting preferred stock without par value and 1,000,000 shares of nonvoting preferred stock without par value. The Company issued 155,250 voting shares of 6 3/4% cumulative convertible preferred stock at stated value. These shares were subsequently deposited into a trust in which the underlying 155,250 shares are equivalent to 3,105,000 depositary shares. Shares of this preferred stock can be converted at any time at the option of the holder into common stock of the Company at a conversion rate of 1.445.7676 shares of the Company common stock per depositaryone share of 6 3/4% cumulative convertible preferred stock. Annual dividends of $67.50 per share (or $3.3752 per depositary share) on the outstanding 6 3/4% convertible preferred stock are payable quarterly in arrears in cash, or in common stock in certain circumstances if cash payment is not legally permitted. The liquidation preference on the 6 3/4% cumulative convertible preferred stock is $1,000 per share (or $50 per depositary share). The Company paid $10.4 million in preferred stock dividends in each of 20152018, 20142017, and 20132016.
Accumulated Other Comprehensive Loss
Shareowners’ deficit includes an accumulated other comprehensive loss that is comprised of pension and postretirement unrecognized prior service cost and unrecognized actuarial losses, unrealized gains on Investment in CyrusOne, unrealized loss on cash flow hedge arising during the period and foreign currency translation losses.
Table of Contents
Form 10-K Part IICincinnati Bell Inc.

For the years ended December 31, 20152018 and 2014,2017, the changes in accumulated other comprehensive loss by component were as follows:
(dollars in millions)Unrecognized Net Periodic Pension and Postretirement Benefit Cost Foreign Currency Translation Loss TotalUnrecognized Net Periodic Pension and Postretirement Benefit Cost Unrealized gain on Investment in CyrusOne Unrealized Loss on Cash Flow Hedge Foreign Currency Translation Loss Total
Balance as of December 31, 2013$(133.1) $(0.2) $(133.3)
Balance as of December 31, 2016$(157.6) $68.1
 $
 $(0.8) $(90.3)
Remeasurement of benefit obligations2.8
 
 
 
 2.8
Unrealized gain on Investment in CyrusOne, net
 8.3
(a)
 
 8.3
Reclassifications, net13.9
(b)(76.4)(c)
 
 (62.5)
Reclassification adjustment to accumulated deficit for stranded other comprehensive income taxes arising from tax reform(32.2)(d)
 
 
 (32.2)
Foreign currency gain
 
 
 0.2
 0.2
Balance as of December 31, 2017$(173.1) $
 $
 $(0.6) $(173.7)
Remeasurement of benefit obligations(5.5) 
 
 
 (5.5)
Reclassifications, net14.1
(b)
 0.9
(e)
 15.0
Unrealized loss on cash flow hedge arising during the period, net
 
 (4.8)(f)
 (4.8)
Foreign currency loss
 (0.1) (0.1)
 
 
 (6.5) (6.5)
Remeasurement of benefit obligations(45.4) 
 (45.4)
Reclassifications, net (a)4.9
 
 4.9
Balance as of December 31, 2014(173.6) (0.3) (173.9)
Foreign currency loss
 (0.4) (0.4)
Remeasurement of benefit obligations(6.6) 
 (6.6)
Reclassifications, net (a)9.9
 
 9.9
Balance as of December 31, 2015$(170.3) $(0.7) $(171.0)
Balance as of December 31, 2018$(164.5) $
 $(3.9) $(7.1) $(175.5)
(a) These reclassifications are included in the components of net period pension and postretirement benefit costs (see Note 12 for additional details). The components of net period pension and postretirement benefit cost are reported within "Cost of services", "Cost of products sold", and "Selling, general and administrative" expenses on the Consolidated Statements of Operations.


98

(a)The unrealized gain on Investment in CyrusOne, net of tax, represents changes in the fair value of CyrusOne shares of common stock owned by the Company during the period, before any subsequent sales of those shares.
(b)These reclassifications are included in the other components of net periodic pension and postretirement benefit plans expense and represent amortization of prior service benefit and actuarial loss, net of tax and pension settlement charges, net of tax. The other components of net periodic pension and postretirement benefit plans expense are recorded in "Other components of pension and postretirement benefit plans expense" on the Consolidated Statements of Operations. See Note 11 for further disclosures.
(c)These reclassifications are reported within "Gain on sale of CyrusOne investment" on the Consolidated Statements of Operations.
(d)This reclassification adjustment resulted from a change in the corporate tax rate arising from tax legislation enacted in December 2017, commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). In February 2018, the FASB issued ASU 2018-02 which allows entities to make a one-time reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from newly enacted corporate tax rates. The Company early adopted the guidance effective December 31, 2017. The amount of the reclassification is calculated on the basis of the difference between the historical and newly enacted tax rates on deferred taxes related to our pension and postretirement benefit plans.
(e)These reclassifications are reported within "Interest expense" on the Consolidated Statements of Operations when the hedged transactions impact earnings.
(f)The unrealized loss on cash flow hedge represents the change in the fair value of the derivative instrument that occurred during the period, net of tax. This unrealized loss is recorded in "Other current liabilities" and "Other noncurrent liabilities" on the Consolidated Balance Sheets. See Note 10 for further disclosures.
Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

14.13.     Income Taxes

All prior year balances have been recast to present the impact of the adoption of ASC 606.
Income tax expense for continuing operations consisted of the following:
Year Ended December 31,Year Ended December 31,
(dollars in millions)2015 2014 20132018 2017 2016
Current:          
Federal$9.2
 $9.3
 $
$(0.6) $(14.8) $(14.0)
State and local1.7
 1.9
 
0.9
 1.0
 0.5
Foreign1.6
 
 
Total current10.9
 11.2
 
1.9
 (13.8) (13.5)
Investment tax credits(0.2) (0.2) (0.2)(0.1) (0.1) (0.1)
Deferred:          
Federal149.4
 69.6
 (18.5)(10.2) 47.1
 73.2
State and local5.2
 1.9
 (4.0)5.7
 2.3
 5.7
Foreign
 
 0.3
(1.0) 0.4
 
Total deferred154.6
 71.5
 (22.2)(5.5) 49.8
 78.9
Valuation allowance(5.5) (1.1) 14.1
13.1
 (9.2) (3.6)
Total$159.8
 $81.4
 $(8.3)$9.4
 $26.7
 $61.7
The following is a reconciliation of the statutory federal income tax rate with the effective tax rate for each year:
Year Ended December 31,Year Ended December 31,
2015 2014 20132018 2017 2016
U.S. federal statutory rate35.0 % 35.0 % 35.0 %21.0 % 35.0 % 35.0 %
State and local income taxes, net of federal income tax0.7
 0.8
 1.5
1.4
 0.7
 0.2
Change in valuation allowance, net of federal income tax(0.8) (2.0) (12.4)(21.8) (9.1) (1.4)
State net operating loss adjustments0.3
 1.9
 2.1
(10.1) 2.0
 0.9
Nondeductible interest expense
 2.7
 (8.9)
Federal rate change
 3.5
 
Transaction costs(3.1) 5.5
 
Non-Deductible Meals and Entertainment(1.8) 1.3
 0.4
Unrecognized tax benefit changes0.2
 1.4
 (1.7)
 1.4
 2.3
Nondeductible compensation0.1
 0.7
 (2.0)
Foreign
 
 (0.5)
Other differences, net
 0.4
 (1.7)(1.1) (0.2) 0.1
Effective tax rate35.5 % 40.9 % 11.4 %(15.5)% 40.1 % 37.5 %
The income tax provision (benefit) provision was charged to continuing operations, discontinued operations, accumulated other comprehensive income (loss) or additional paid-in capital as follows:
Year Ended December 31,Year Ended December 31,
(dollars in millions)2015 2014 20132018 2017 2016
Income tax (benefit) provision related to:     
Income tax provision (benefit) related to:     
Continuing operations$159.8
 $81.4
 $(8.3)$9.4
 $26.7
 $61.7
Discontinued operations34.8
 (24.0) 5.8
Accumulated other comprehensive income (loss)2.0
 (22.4) 42.1
1.3
 (28.3) 43.8
Excess tax benefits on stock option exercises(0.1) (0.1) (0.5)
 
 0.1


99

Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

The components of our deferred tax assets and liabilities were as follows:
December 31,December 31,
(dollars in millions)2015 20142018 2017
Deferred tax assets:      
Net operating loss carryforwards$142.0
 $286.5
$184.0
 $88.9
Pension and postretirement benefits89.1
 95.5
55.0
 46.1
Investment in CyrusOne68.9
 64.5
Deferred gain on sale of wireless spectrum licenses
 42.2
AMT Credit Carryforward32.7
 24.7
Employee benefits10.3
 7.9
Interest limitation15.3
 
Texas Margin Credit12.2
 10.5
Other43.8
 47.4
25.6
 9.3
Total deferred tax assets376.5
 560.8
302.4
 162.7
Valuation allowance(58.4) (64.4)(58.2) (45.5)
Total deferred tax assets, net of valuation allowance$318.1
 $496.4
$244.2
 $117.2
Deferred tax liabilities:      
Property, plant and equipment$134.9
 $121.9
$196.1
 $115.9
Other0.3
 4.9
12.0
 0.3
Total deferred tax liabilities135.2
 126.8
208.1
 116.2
Net deferred tax assets$182.9
 $369.6
$36.1
 $1.0

As of December 31, 2015,2018, the Company had $258.6$592.6 million of federal tax operating loss carryforwards with a deferred tax asset value of $90.5$124.4 million,, alternative minimum $1.3 million of foreign deferred tax credit carryforwards of $32.7assets related to NOLs, and $58.3 million, state tax credits of $10.7 million, and $51.5 million in deferred tax assets related to state local, and foreignlocal tax operating loss carryforwards. The majority of the remainingFederal tax loss carryforwards of $125.6 million will generally expire in 2023.2023. U.S. tax laws limit the annual utilization of tax loss carryforwards of acquired entities. These limitations should not materially impactentities but the utilization ofCompany expects to fully utilize the tax carryforwards.
The ultimate realization of the deferred income tax assets depends upon the Company’s ability to generate future taxable income during the periods in which basis differences and other deductions become deductible, and prior to the expiration of the net operating loss carryforwards. Due to its historical and future projected earnings,taxable income from all available sources, management believes it is more likely than not it will utilize future federal deductions and available net operating loss carryforwards prior to their expiration. Management also concluded that it was more likely than not that certain state and foreign tax loss carryforwards would not be realized based upon the analysis described above and therefore provided a valuation allowance. In addition the Company has recorded a valuation allowance in the amount of $15.3 million against the portion of interest expense that is not currently deductible for domestic federal income tax due to the The Tax Cuts and Jobs Act of 2017 (the "Tax Act") effective for the first tax year beginning after December 31, 2017.
The total amount of unrecognized tax benefits that, if recognized, would affectimpact the effective tax rate was $27.3is $21.9 million and $22.0 million at December 31, 20152018 and $26.3 million at December 31, 20142017., respectively. Accrued interest and penalties on income tax uncertainties were immaterial as of December 31, 20152018 and 2014.2017.                               
A reconciliation of the unrecognized tax benefits is as follows:
Year Ended December 31,Year Ended December 31,
(dollars in millions)2015 2014 20132018 2017 2016
Balance, beginning of year$27.1
 $24.1
 $22.8
$22.2
 $31.4
 $27.6
Change in tax positions for the current year0.5
 3.0
 1.3

 1.0
 1.2
Change in tax positions for prior years
 
 
(0.2) 0.3
 2.6
Change related to decrease in federal tax rate
 (10.5) 
Balance, end of year$27.6
 $27.1
 $24.1
$22.0
 $22.2
 $31.4
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various foreign, state and local jurisdictions. With a few exceptions, the Company is no longer subject to U.S. federal, state or local examinations for years before 2012.2015.

100Table of Contents

Form 10-K Part IICincinnati Bell Inc.

On December 22, 2017, the U.S. Government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act makes broad and complex changes to the U.S. tax code including, but not limited to, reducing the U.S. federal corporate tax rate from 35% to 21%, limiting the deductibility of interest and executive compensation and eliminating the corporate alternative minimum tax ("AMT"). GAAP requires that the impact of tax legislation be recognized in the period in which the law was enacted. In addition, there are certain transitional impacts of the Tax Act. The reduction of the U.S. corporate tax rate caused the Company to adjust our U.S. deferred tax assets and liabilities to the lower federal base rate of 21%. The Company was able to make a reasonable estimate of the impact; therefore, recorded a provisional net charge of $6.8 million for the quarter ended December 31, 2017. This $6.8 million provisional net charge included a reduction of our uncertain tax positions of $10.5 million. The provisional amounts recorded in 2017 were finalized in 2018 with no additional expense to record.
U.S. income and foreign withholding taxes have not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that is indefinitely reinvested outside the United States. The Company intends to permanently reinvest the undistributed earnings of these foreign subsidiaries in its operations outside the United States to support its international growth. Determination of the amount of any unrecognized deferred income tax liability on this temporary difference is not practicable because of the complexities of the hypothetical calculation. 

Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

15.14.     Stock-Based and Deferred Compensation Plans

The Company may grant stock options, stock appreciation rights, performance-based awards, restricted stock units, and time-based restricted shares to officers and key employees under the 2017 Long-Term Incentive Plan and stock options, restricted shares, and restricted stock units to directors under the 2017 Stock Plan for Non-Employee Directors. The maximum number of shares authorized and available for award under the 2017 plans at December 31, 2018 was 2.5 million.
On May 2, 2017, the 2007 Long Term Incentive Plan and 2007 Stock Option Plan for Non-Employee Directors both expired. Under the 2007 Long Term Incentive Plan, the Company granted stock options, stock appreciation rights, performance-based awards, and time-based restricted shares to officers and key employees underemployees. Under the 2007 Long Term IncentiveStock Option Plan andfor Non-Employee Directors, the Company granted stock options, restricted shares, and restricted stock units to directorsdirectors. The Company no longer grants shares under the 2007 Stock Option Planplans as of May 2, 2017.
On July 2, 2018, the Company completed its acquisition of Hawaiian Telcom. In conjunction with the acquisition, the Company assumed responsibility for Non-Employee Directors. The maximum numberthe eventual payout of shares authorized under these plans is 25.0 million. Shares available for awardcertain stock-based compensation awards that were previously granted to Hawaiian Telcom employees under the plans at December 31, 2015Hawaiian Telcom 2010 Equity Incentive Plan. These awards were 5.8 million.originally granted by Hawaiian Telcom in the first quarter of 2017 and in the first quarter of 2018, before the merger with Cincinnati Bell was completed. Going forward, all stock-based compensation awards for Hawaiian Telcom employees will be granted under the 2017 Long-Term Incentive Plan.
Stock Options and Stock Appreciation Rights
Generally, the awards of stock options and stock appreciation rights fully vest three years from grant date and expire ten years from grant date. Beginning in 2012, some of the stock options and stock appreciation rights vested over a three year period based on the achievement of certain performance objectives. The Company generally issues new shares when options to purchase common shares or stock appreciation rights are exercised. The following table summarizes stock options and stock appreciation rights activity:
2015 2014 20132018 2017 2016
  
Weighted-
Average
Exercise
Price Per
Share
   
Weighted-
Average
Exercise
Price Per
Share
   
Weighted-
Average
Exercise
Price Per
Share
  
Weighted-
Average
Exercise
Price Per
Share
   
Weighted-
Average
Exercise
Price Per
Share
   
Weighted-
Average
Exercise
Price Per
Share
(in thousands, except per share amounts)Shares Shares Shares Shares Shares Shares 
Outstanding at January 1,5,224
 $3.85
 6,128
 $3.66
 9,538
 $4.04
181
 $17.10
 390
 $20.00
 776
 $19.27
Granted *
 
 998
 3.41
 595
 4.75
Exercised(33) 1.94
 (725) 1.73
 (804) 2.41
(19) 8.68
 (35) 15.76
 (236) 16.12
Forfeited(499) 3.75
 (215) 3.99
 (361) 3.39
(9) 17.05
 (35) 21.58
 (11) 16.16
Expired(812) 4.00
 (962) 3.73
 (2,840) 5.56
(2) 8.35
 (139) 24.55
 (139) 22.79
Outstanding at December 31,3,880
 $3.86
 5,224
 $3.85
 6,128
 $3.66
151
 $18.29
 181
 $17.10
 390
 $20.00
Expected to vest at December 31,3,880
 $3.86
 5,224
 $3.85
 6,128
 $3.66
151
 $18.29
 181
 $17.10
 390
 $20.00
Exercisable at December 31,3,175
 $3.93
 3,477
 $3.98
 5,064
 $3.61
151
 $18.29
 181
 $17.10
 330
 $20.56
                      
(dollars in millions)                      
Compensation expense for the year$
   $0.3
   $0.6
  $
   $0.2
   $0.4
  
Tax benefit related to compensation expense$
   $(0.1)   $(0.2)  $
   $(0.1)   $(0.1)  
Intrinsic value of awards exercised$0.1
   $1.5
   $1.2
  $0.1
   $0.2
   $1.8
  
Cash received from awards exercised$0.1
   $1.3
   $2.4
  $0.2
   $0.5
   $3.8
  
Grant date fair value of awards vested$0.7
   $0.4
   $0.4
  $
   $0.3
   $0.5
  
           
* Assumes the maximum number of awards that can be earned if the performance conditions are achieved.
The following table summarizes our outstanding and exercisable awards at December 31, 2015:
 Outstanding Exercisable
   
Weighted-
Average
Exercise
Price Per
Share
   
Weighted-
Average
Exercise
Price Per
Share
(in thousands, except per share amounts)Shares  Shares 
$1.67 to $2.91564
 $2.49
 564
 $2.49
$3.40 to $4.621,788
 3.46
 1,146
 3.49
$4.74 to $5.311,528
 4.82
 1,465
 4.83
Total3,880
 $3.86
 3,175
 $3.93

101

Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

The following table summarizes our outstanding and exercisable awards at December 31, 2018:
 Outstanding Exercisable
   
Weighted-
Average
Exercise
Price Per
Share
   
Weighted-
Average
Exercise
Price Per
Share
(in thousands, except per share amounts)Shares  Shares 
Range of Grant Price       
$14.55 to $17.05123
 $17.04
 123
 $17.04
$23.75 to $26.0528
 23.83
 28
 23.83
Total151
 $18.29
 151
 $18.29
As of December 31, 20152018, the aggregate intrinsic value for awards outstanding and exercisable was $0.9 millionzero and $0.8 million, respectively.. The weighted-average remaining contractual life for awards outstanding and exercisable is approximately five years and four years, respectively.years. As of December 31, 20152018, there was $0.7 millionno ofremaining unrecognized stock compensation expense which is expectedrelated to be recognized over a weighted-average period of approximately two years.stock options or stock appreciation rights.
The fair values at the date of grant were estimated using the Black-Scholes pricing model with the following assumptions:
 201520142013
Expected volatility
35.5%43.6%
Risk-free interest rate
1.5%0.8%
Expected holding period (in years)
5
5
Expected dividends
0.0%0.0%
Weighted-average grant date fair value$
$1.14
$1.84
The expected volatility assumption used in the Black-Scholes pricing model was based on historical volatility. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected holding period was estimated using the historical exercise behavior of employees and adjusted for abnormal activity. Expected dividends are based on the Company’s history of not paying dividends.
Performance-Based Restricted Awards
Awards granted generally vest over three years and upon the achievement of certain performance-based objectives. Performance-based awards are expensed based on their grant date fair value if it is probable that the performance conditions will be achieved.
The following table summarizes our outstanding performance-based restricted award activity:
2015 2014 20132018 2017 2016
  
Weighted-
Average
Exercise
Price Per
Share
   
Weighted-
Average
Exercise
Price Per
Share
   
Weighted-
Average
Exercise
Price Per
Share
  
Weighted-
Average
Exercise
Price Per
Share
   
Weighted-
Average
Exercise
Price Per
Share
   
Weighted-
Average
Exercise
Price Per
Share
(in thousands, except per share amounts)Shares Shares Shares Shares Shares Shares 
Non-vested at January 1,1,746
 $3.85
 1,537
 $3.97
 1,687
 $3.13
871
 $17.30
 954
 $15.89
 721
 $16.77
Granted*2,692
 3.09
 1,085
 3.56
 1,067
 4.56
288
 17.60
 245
 22.03
 307
 15.45
Vested(445) 3.80
 (635) 3.71
 (703) 3.07
(308) 15.45
 (229) 16.74
 (51) 22.75
Forfeited(386) 3.28
 (241) 3.65
 (514) 3.67
(159) 15.45
 (99) 16.62
 (23) 22.35
Non-vested at December 31,3,607
 $3.35
 1,746
 $3.85
 1,537
 $3.97
692
 $18.67
 871
 $17.30
 954
 $15.89
                      
(dollars in millions)                      
Compensation expense for the year$3.1
   $1.4
   $2.6
  $2.1
   $3.9
   $3.6
  
Tax benefit related to compensation expense$(1.1)   $(0.5)   $(1.0)  $(0.5)   $(1.4)   $(1.3)  
Grant date fair value of awards vested$1.7
   $2.3
   $2.2
  $4.7
   $3.8
   $1.2
  
                      
* Assumes the maximum number of awards that can be earned if the performance conditions are achieved.
As of December 31, 20152018, unrecognized compensation expense related to performance-based awards was $7.57.7 million, assuming maximum performance attainment, which is expected to be recognized over a weighted-average period of approximately one year.
Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Time-Based Restricted Awards

Awards granted to Cincinnati Bell employees in 2018, 2017 and 2016 vest at the end of a three year period. Awards granted to directors in 2018, 2017 and 2016 vest on the first anniversary of the grant date.

As part of the terms of the acquisition of Hawaiian Telcom, certain stock-based compensation awards granted by Hawaiian Telcom before the merger date were converted to time-based restricted stock units. The Company assumed responsibility for the eventual payout of these time-based restricted stock units as part of the acquisition. These awards were originally granted by Hawaiian Telcom in the first quarter of 2017 and 2018, and vest in one-fourth increments over a period of four years. One-fourth of the awards granted in the first quarter of 2017 vested and were distributed by Hawaiian Telcom prior to July 2, 2018. All remaining awards that vest after July 2, 2018 will be distributed by Cincinnati Bell Inc.

The following table summarizes our time-based restricted award activity:
 2018 2017 2016
   
Weighted-
Average
Exercise
Price Per
Share
   
Weighted-
Average
Exercise
Price Per
Share
   
Weighted-
Average
Exercise
Price Per
Share
(in thousands, except per share amounts)Shares  Shares  Shares 
Non-vested at January 1,164
 $18.57
 106
 $16.75
 47
 $19.59
Granted245
 17.05
 96
 20.78
 106
 16.75
Awards converted pursuant to Hawaiian Telcom acquisition149
 15.70
 
 
 
 
Vested(61) 18.08
 (38) 19.10
 (47) 19.59
Non-vested at December 31,497
 $17.02
 164
 $18.57
 106
 $16.75
            
(dollars in millions)           
Compensation expense for the year$3.5
   $1.8
   $1.1
  
Tax benefit related to compensation expense$(0.8)   $(0.6)   $(0.4)  
Grant date fair value of awards vested$1.1
   $0.7
   $0.9
  
As of December 31, 2018, there was $4.0 million of unrecognized compensation expense related to these restricted stock awards, which is expected to be recognized over a weighted-average period of approximately two years.


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Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

Time-Based Restricted Awards

Awards granted15.    Restructuring and Severance
Liabilities have been established for employee separations, lease abandonment and contract terminations. A summary of activity in the restructuring and severance liability is shown below
(dollars in millions)
Employee
Separation
 
Lease
Abandonment
 Other Total
Balance as of December 31, 2015$0.2
 $0.8
 $0.1
 $1.1
Charges/(Reversals)12.5
 (0.5) (0.1) 11.9
Utilizations(1.7) (0.1) 
 (1.8)
Balance as of December 31, 201611.0
 0.2
 
 11.2
Charges32.7
 
 
 32.7
Utilizations(29.3) (0.1) 
 (29.4)
Balance as of December 31, 201714.4
 0.1
 
 14.5
Charges7.5
 0.8
 
 8.3
Hawaiian Telcom opening balance sheet adjustment3.8
 
 
 3.8
Utilizations(16.2) (0.2) 
 (16.4)
Balance as of December 31, 2018$9.5
 $0.7
 
 $10.2
An opening balance sheet adjustment of $3.8 million was recorded for certain employees who received severance due to employees generally vest in one-third increments over a periodthe change of three years. Awards granted to directors in 2015 and 2014 vest oncontrol clause within their employment agreements that was triggered at the first anniversarytime of the grant date. Awards granted to directorsacquisition of Hawaiian Telcom. Restructuring and severance charges recorded in 2013 vest on the second anniversary of the grant date.

The following table summarizes our time-based restricted award activity:
 2015 2014 2013
   
Weighted-
Average
Exercise
Price Per
Share
   
Weighted-
Average
Exercise
Price Per
Share
   
Weighted-
Average
Exercise
Price Per
Share
(in thousands, except per share amounts)Shares  Shares  Shares 
Non-vested at January 1,684
 $3.70
 1,044
 $3.55
 1,298
 $3.11
Granted180
 3.47
 176
 3.19
 279
 4.72
Vested(630) 3.54
 (514) 3.25
 (454) 3.03
Forfeited
 
 (22) 3.19
 (79) 3.40
Non-vested at December 31,234
 $3.96
 684
 $3.70
 1,044
 $3.55
            
(dollars in millions)           
Compensation expense for the year$1.0
   $1.6
   $1.7
  
Tax benefit related to compensation expense$(0.3)   $(0.6)   $(0.6)  
Grant date fair value of awards vested$2.2
   $1.7
   $1.4
  

As of December 31, 2015, there was $0.2 million of unrecognized compensation expense2018 are primarily related to these restricted stock awards, which is expected to be recognized during 2016.
Cash-Settled and Other Awards
The Company grants cash-settled stock appreciation rights and performance awards.  The final payments of these awards will be indexed to the percentage changea voluntary severance program ("VSP") for certain management employees in the Company’s stock price from the date of grant. 
Entertainment and Communications segment, as well as Corporate. The Company granted cash-payment performance awards of $3.6 millionVSP that took place in 2014.  No cash-payment awards were issued in 2015 or 2013.  For the years ended December 31, 2015 and 2014, expense of $0.6 million related to cash-payment awards was incurred.  For the year ended December 31, 2013, a benefit of $0.2 million related to these awards was incurred.
At December 31, 2015 there was $1.9 million remaining unrecognized compensation expense for cash-settled and other awards, which will primarily be recognized during 2016.  The aggregate intrinsic value of outstanding and exercisable cash-settled stock appreciation rights at December 31, 2015 was $0.8 million.  
Deferred Compensation Plans
The Company currently has deferred compensation plans for both the Board of Directors and certain executives of the Company. Under the directors deferred compensation plan, each director can defer receipt of all or a part of their director fees and annual retainers, which can be invested in various investment funds including the Company’s common stock. In years prior to 2012, the Company granted 6,000 phantom shares to each non-employee director on the first business day of each year, which are fully vested once a director has five years of service. No phantom shares were granted to non-employee directors in 2015. Distributions to the directors are generally in the form of cash. The executive deferred compensation plan allows for certain executives to defer a portion of their annual base pay, bonus, or stock awards. Under the executive deferred compensation plan, participants can elect to receive distributions in the form of either cash or common shares. In the fourth quarter of 20152018 related to the executive deferred compensation planCompany's continued efforts to realize synergies that can be achieved due to the acquisition of Hawaiian Telcom. The Company also incurred employee severance costs in 2018 associated with initiatives to reduce costs and recognize future synergies in the IT Services and Hardware segment as a result of the acquisition of, and integration with, OnX. In addition, a restructuring charge associated with lease abandonment of $0.8 million was terminated. All amounts due underrecorded in the plansecond quarter of 2018 related to an office space that will no longer be distributedutilized.
In 2017, the Company initiated reorganizations within both segments of the business in order to plan participantsmore appropriately align the Company for future growth. In addition, during 2016.2017 the Company finalized a voluntary severance program for certain bargained employees related to an initiative to reduce field and network costs within our legacy copper network which resulted in headcount reductions.
In 2016, employee severance costs were associated with initiatives to reduce costs associated with our legacy copper network, including a voluntary severance program for certain management employees. Employee severance costs were also incurred as a result of increased in-sourcing of IT professionals by our customers which resulted in headcount reductions in our IT Services and Hardware segment.
Lease abandonment costs represent future minimum lease obligations, net of expected sublease income, for abandoned facilities. Lease payments on abandoned facilities will continue through 2020.
Table of Contents
Form 10-K Part IICincinnati Bell Inc.

A summary of restructuring activity by business segment is presented below:
(dollars in millions)Entertainment and Communications IT Services and Hardware Corporate Total
Balance as of December 31, 2015$0.8
 $0.3
 $
 $1.1
Charges7.7
 3.3
 0.9
 11.9
Utilizations(1.0) (0.6) (0.2) (1.8)
Balance as of December 31, 20167.5
 3.0
 0.7
 11.2
Charges27.6
 5.1
 
 32.7
Utilizations(22.8) (5.9) (0.7) (29.4)
Balance as of December 31, 201712.3
 2.2
 
 14.5
Charges3.1
 4.9
 0.3
 8.3
Hawaiian Telcom opening balance sheet adjustment3.8
 
 
 3.8
Utilizations(10.6) (5.8) 
 (16.4)
Balance as of December 31, 2018$8.6
 $1.3
 $0.3
 10.2
At December 31, 20152018 and 20142017, there$9.6 million and $12.0 million, respectively, of the restructuring liabilities were 0.3 millionincluded in “Other current liabilities.” At December 31, 2018 and 0.42017, $0.6 million common shares deferredand $2.5 million was included in these plans,"Other noncurrent liabilities," respectively. As these awards can be settled in cash, compensation costs each period are based on the change in the Company’s stock price. We recognized compensation expense of $0.2 million in 2015, a benefit of $0.3 million in 2014, and a benefit of $1.4 million in 2013.

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Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

16.Business Segment Information
As of16.    Business Segment Information
For the years ended December 31, 2015, 2014,2018, 2017, and 2013,2016, we operated two business segments: Entertainment and Communications and IT Services and Hardware. On January 1, 2018, the Company changed the composition of its operating segments to align more closely with the Company's broader strategy and how it manages business operations. This strategy groups CLEC revenue, which was previously included as part of the Entertainment and Communications segment, as part of the IT Services and Hardware segment in order to consolidate all company-wide VoIP sales. Accordingly, the Company recast the previously reported 2017 and 2016 segment disclosures to conform to the new segmentation.
Effective January 24, 2013,1, 2018, we adopted the daterequirements of ASU 2014-09, Revenue from Contracts with Customers, and ASU 2017-07, Improving the Presentation of Net Period Pension Cost and Net Periodic Postretirement Benefit Cost. As a result of adopting these standards, certain prior period amounts reported below have been recast to present the impact of adopting these standards.

In July 2018, the Company acquired Hawaiian Telcom. Based on the nature of the CyrusOne IPO, we no longer include CyrusOne, our former Data Center Colocationproducts and services offered, financial results are presented in either the Entertainment and Communications segment in our consolidated financial statementsor the IT Services and now account for our ownership in CyrusOne as a cost method investment. The closing of our wireless operations, effective March 31, 2015, represented a strategic shift in our business. Therefore, certain wireless assets, liabilities and results of operations are reported as discontinued operations in our financial statements. For further details of our investment in CyrusOne, see Note 1 and Note 4 of Notes to Consolidated Financial Statements. For further details of Discontinued Operations, see Notes 1 and 3 of Notes to Consolidated Financial Statements.Hardware segment.

The Entertainment and Communications segment provides data, video, voiceproducts and other services. These services are primarily provided to customersthat can be categorized as either Fioptics in southwesternCincinnati or Consumer/SMB Fiber in Hawaii (collectively, "Consumer/SMB Fiber"), Enterprise Fiber or Legacy. Cincinnati Bell Telephone Company LLC ("CBT"), a subsidiary of the Company, is the incumbent local exchange carrier ("ILEC") for a geography that covers a radius of approximately 25 miles around Cincinnati, Ohio, and includes parts of northern Kentucky and southeastern Indiana. Data includes products such as high-speed internet access, digital subscriber lines, private line, multi-protocol label switching, SONET, dedicated internet access, wavelength, audio conferencingVoice and digital signal. These productsdata services in the Enterprise Fiber and Legacy categories that are used to transport large amountsdelivered beyond the Company's ILEC territory, particularly in Dayton and Mason, Ohio, are provided through the operations of data over private networks. Video services provide our Fioptics customers access to over 400 entertainment channels, over 120 high-definition channels, parental controls, HD DVRCincinnati Bell Extended Territories LLC ("CBET"), a subsidiary of CBT. In the second quarter of 2018, the Company acquired Hawaiian Telcom. Hawaiian Telcom is the ILEC for the State of Hawaii and video On-Demand. In addition, we offer features that deliver high customer satisfaction, including Fioptics TV Everywhere ™ and a Fioptics live TV streaming application. Voice represents localthe largest full service including Fioptics voice lines. It also includes VoIP, long distance, digital trunking, switched access and other value-added services such as caller identification, voicemail, call waiting, and call return. VoIP products provide our customers access to widely disbursed communication platforms and access to cloud basedprovider of communications services and hosted unified communications products. Other services consistsproducts in that state. Revenue in 2018 includes a contribution by Hawaiian Telcom of revenue generated from wiring projects for business customers, advertising, directory assistance, maintenance, information services and commissions received as an authorized sales agent for DirecTV® and Verizon Wireless.
Operating income for$159.2 million. Capital expenditures in the Entertainment and Communications for 2015 was down from a year ago due primarily to additional operating expenses associated with accelerating our fiber investment and costs absorbed as a result of shutting down wireless operations. Entertainment and Communications recognized restructuring charges of $1.6 million in 2015 and reversed restructuring charges of $0.5 million in 2014. Restructuring charges were $9.1 million in 2013 for costs associated with employee separation, lease abandonments and contract termination costs. In 2014, Entertainment and Communications recorded an asset impairment charge of $4.6 million related to the abandonment of an internal use software project that was written off in the fourth quarter. There were no impairment charges recorded in 2015 or 2013. Capital expendituressegment are incurred to expand our FiopticsConsumer/SMB Fiber product suite, upgrade and increase capacity for our internet and data networks, and to maintain our wireline network. In 2015, we increased our Fioptics investment by $86.4 million.
The IT Services and Hardware segment provides a range of fully managedend-to-end solutions from consulting to implementation to ongoing optimization. These solutions include Cloud, Communications and outsourced IT and telecommunicationsConsulting services along with the sale installation, and maintenance of major branded IThardware reported as Infrastructure Solutions. In the fourth quarter of 2017 the Company acquired OnX, a privately held company that provides technology services and telephony equipment.solutions to enterprise customers in the U.S., Canada and the U.K. In July 2018 the Company completed the acquisition of Hawaiian Telcom and products such as UCaaS, hardware and enterprise long distance delivered by Hawaiian Telcom are included in the IT Services and Hardware revenuesegment.

Total assets for the Company increased $2.4 million from 2014 as a result of an increase in strategic revenue of $40.7 million in 2015. This was partially offset by the $35.1 million decrease in telecom and IT hardware sales in 2015 compared to the prior year. IT Services and Hardware revenue increased $88.9 million from 2013 to 2014 as a result of increases of $20.6 million in strategic revenue and $64.4 million in telecom and IT hardware sales.
As of December 31, 2015 and 2014, the carrying value of our investment in CyrusOne was 55.5 million and 273.6 million, respectively, and is included as an asset of the Corporate segment. Deferred tax assets totaling $182.3 million and $284.7$542.6 million as of December 31, 20152018 as compared to December 31, 2017. Entertainment and 2014, respectively, are also reportedCommunications assets increased $787.4 million primarily due to net assets acquired with Hawaiian Telcom. IT Services and Hardware assets decreased by $14.6 million. Corporate assets decreased $230.2 million as a result of the utilization of restricted cash to fund the acquisition of Hawaiian Telcom. Deferred tax assets and liabilities totaled $47.5 million and $11.4 million as of December 31, 2018, respectively. Deferred tax assets and liabilities totaled $12.2 million and $11.2 million as of December 31, 2017, respectively. The increase in deferred tax assets is due the Corporate segment. In 2013, Corporate operating results include compensation expenseacquisition of $42.6 million associated with awards and other transaction-related incentives associated with the IPOHawaiian Telcom.
Table of CyrusOne on January 24, 2013.Contents
Form 10-K Part IICincinnati Bell Inc.

Our business segment information is as follows:
104

 Year Ended December 31,
(dollars in millions)2018 2017 2016
Revenue     
Entertainment and Communications$853.4
 $706.1
 $691.3
IT Services and Hardware550.9
 385.1
 352.7
Intersegment(26.1) (25.5) (26.4)
Total revenue$1,378.2
 $1,065.7
 $1,017.6
Intersegment revenue     
Entertainment and Communications$22.3
 $21.2
 $21.0
IT Services and Hardware3.8
 4.3
 5.4
Total intersegment revenue$26.1
 $25.5
 $26.4
Operating income     
Entertainment and Communications$103.3
 $86.1
 $100.1
IT Services and Hardware17.2
 5.3
 17.4
Corporate(37.2) (36.0) (18.7)
Total operating income$83.3
 $55.4
 $98.8
Expenditures for long-lived assets*     
Entertainment and Communications$408.0
 $186.3
 $260.8
IT Services and Hardware29.2
 191.2
 25.4
Corporate0.2
 
 0.2
Total expenditures for long-lived assets$437.4
 $377.5
 $286.4
Depreciation and amortization     
Entertainment and Communications$210.8
 $163.7
 $159.1
IT Services and Hardware41.0
 29.1
 23.0
Corporate0.2
 0.2
 0.1
Total depreciation and amortization$252.0
 $193.0
 $182.2
      
* Includes cost of acquisitions     
  
As of December 31,  
(dollars in millions)2018 2017  
Assets     
Entertainment and Communications$1,898.8
 $1,111.4
  
IT Services and Hardware468.1
 482.7
  
Corporate and eliminations363.3
 593.5
  
Total assets$2,730.2
 $2,187.6
  



Table of Contents
Form 10-K Part II Cincinnati Bell Inc.

Our business segment information is as follows:
 Year Ended December 31,
(dollars in millions)2015 2014 2013
Revenue     
Entertainment and Communications$743.7
 $740.7
 $724.8
IT Services and Hardware435.4
 433.0
 344.1
Data Center Colocation
 
 15.6
Intersegment(11.3) (12.2) (11.1)
Total revenue$1,167.8
 $1,161.5
 $1,073.4
Intersegment revenue     
Entertainment and Communications$1.3
 $1.2
 $1.1
IT Services and Hardware10.0
 11.0
 9.6
Data Center Colocation
 
 0.4
Total intersegment revenue$11.3
 $12.2
 $11.1
Operating income     
Entertainment and Communications$129.9
 $178.9
 $186.2
IT Services and Hardware20.6
 19.8
 8.5
Data Center Colocation
 
 3.2
Corporate(22.5) (21.8) (58.1)
Total operating income$128.0
 $176.9
 $139.8
Expenditures for long-lived assets     
Entertainment and Communications$269.5
 $163.7
 $162.6
IT Services and Hardware14.0
 11.9
 10.6
Data Center Colocation
 
 7.7
Corporate0.1
 0.2
 
Total expenditures for long-lived assets$283.6
 $175.8
 $180.9
Depreciation and amortization     
Entertainment and Communications$129.2
 $115.7
 $112.2
IT Services and Hardware12.3
 11.7
 10.5
Data Center Colocation
 
 5.2
Corporate0.1
 0.2
 0.5
Total depreciation and amortization$141.6
 $127.6
 $128.4
      
  
As of December 31,  
(dollars in millions)2015 2014  
Assets     
Entertainment and Communications$983.3
 $833.2
  
IT Services and Hardware58.0
 61.4
  
Total assets from discontinued operations
 49.3
  
Corporate and eliminations413.1
 876.8
  
Total assets$1,454.4
 $1,820.7
  



105

Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Details of our service and product revenues including eliminations are as follows:
 Year Ended December 31,
(dollars in millions)2015 2014 2013
Service revenue     
Entertainment and Communications$735.0
 $728.8
 $718.0
IT Services and Hardware198.0
 161.4
 138.7
Data Center Colocation
 
 15.2
Total service revenue$933.0
 $890.2
 $871.9
Product revenue     
Handsets and accessories$7.4
 $10.7
 $5.7
Telecom and IT hardware227.4
 260.6
 195.8
Total product revenue$234.8
 $271.3
 $201.5

17.     Supplemental Cash Flow Information
 Year Ended December 31,
(dollars in millions)2015 2014 2013
Capitalized interest expense$1.1
 $0.8
 $0.6
Cash paid for:     
Interest108.5
 153.1
 179.5
Income taxes, net of refunds8.8
 9.1
 2.8
Noncash investing and financing activities:     
Investment in CyrusOne resulting from deconsolidation
 
 509.7
Accrual of CyrusOne dividends2.1
 6.0
 7.1
Acquisition of property by assuming debt and other financing arrangements5.8
 4.7
 7.6
Acquisition of property on account34.6
 24.8
 13.3


106

Table of Contents
Form 10-K Part IICincinnati Bell Inc.

18.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.

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Table of Contents
Form 10-K Part IICincinnati Bell Inc.

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 expenses22.4
 538.6
 517.4
 (38.6) 1,039.8
Operating income (loss)(22.4) 121.5
 28.9
 
 128.0
Interest expense (income), net112.7
 (0.9) (8.7) 
 103.1
Other expense (income), net19.5
 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 tax455.0
 
 
 (455.0) 
Income (loss) from continuing operations353.7
 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 dividends10.4
 
 
 
 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 expenses21.5
 488.0
 514.2
 (39.1) 984.6
Operating income (loss)(21.5) 171.6
 26.8
 
 176.9
Interest expense (income), net142.6
 (4.5) 7.8
 
 145.9
Other expense (income), net17.6
 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 tax201.5
 
 
 (201.5) 
Income (loss) from continuing operations75.6
 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 dividends10.4
 
 
 
 10.4
Net income (loss) applicable to common shareowners$65.2
 $107.0
 $94.5
 $(201.5) $65.2


108

Table of Contents
Form 10-K Part IICincinnati Bell Inc.

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 expenses57.2
 463.1
 451.6
 (38.3) 933.6
Operating income (loss)(57.2) 181.1
 15.9
 
 139.8
Interest expense (income), net162.5
 (2.7) 16.2
 
 176.0
Other expense (income), net28.2
 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 tax113.4
 
 
 (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 dividends10.4
 
 
 
 10.4
Net income (loss) applicable to common shareowners$(65.1) $112.6
 $0.8
 $(113.4) $(65.1)

109

Table of Contents
Form 10-K Part IICincinnati Bell Inc.


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, net0.7
 
 156.4
 
 157.1
Other current assets1.6
 20.2
 14.1
 
 35.9
Total current assets6.9
 21.2
 172.3
 
 200.4
Property, plant and equipment, net0.3
 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 subsidiaries844.6
 63.9
 647.2
 (1,555.7) 
Other noncurrent assets214.4
 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 payable0.7
 84.8
 43.4
 
 128.9
Other current liabilities41.6
 45.3
 24.2
 
 111.1
Other current liabilities from discontinued operations
 
 5.4
 
 5.4
Total current liabilities47.7
 135.1
 76.4
 
 259.2
Long-term debt, less current portion1,025.8
 135.1
 70.9
 
 1,231.8
Other noncurrent liabilities235.5
 168.3
 4.0
 (146.2) 261.6
Intercompany payables54.7
 
 
 (54.7) 
Total liabilities1,363.7
 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


110

Table of Contents
Form 10-K Part IICincinnati Bell Inc.

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, net2.6
 1.0
 164.9
 
 168.5
Other current assets1.3
 16.3
 20.0
 
 37.6
Other current assets from discontinued operations
 
 4.7
 
 4.7
Total current assets60.1

18.3

190.3



268.7
Property, plant and equipment, net0.2
 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 subsidiaries1,066.1
 220.8
 260.5
 (1,547.4) 
Other noncurrent assets297.6
 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 payable1.0
 73.8
 57.2
 
 132.0
Other current liabilities52.3
 52.8
 20.0
 0.1
 125.2
Other current liabilities from discontinued operations
 
 142.0
 
 142.0
Total current liabilities58.7

130.5

221.5

0.1

410.8
Long-term debt, less current portion1,526.1
 141.2
 22.1
 
 1,689.4
Other noncurrent liabilities254.1
 153.7
 1.9
 (143.4) 266.3
Other noncurrent liabilities from discontinued operations
 
 102.7
 
 102.7
Intercompany payables233.4
 
 
 (233.4) 
Total liabilities2,072.3

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


111

Table of Contents
Form 10-K Part IICincinnati Bell Inc.

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 subsidiaries11.3
 
 
 (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 activities10.9
 (188.7) 88.7
 472.3
 383.2
Funding between Parent and subsidiaries, net486.4
 
 (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 equivalents56.2
 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 subsidiaries12.8
 
 
 (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 activities12.3
 (223.2) 0.3
 603.2
 392.6
Funding between Parent and subsidiaries, net516.2
 
 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 warrants1.3
 
 
 
 1.3
Other financing activities(11.4) 
 
 
 (11.4)
Cash flows provided by (used in) financing activities98.1
 (3.9) (5.5) (603.2) (514.5)
Increase (decrease) in cash and cash equivalents54.1
 (0.8) 
 
 53.3
Beginning cash and cash equivalents2.1
 1.8
 0.7
 
 4.6
Ending cash and cash equivalents$56.2
 $1.0
 $0.7
 $
 $57.9



112

Table of Contents
Form 10-K Part IICincinnati Bell Inc.


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 debt536.0
 
 
 
 536.0
Funding between Parent and subsidiaries, net174.2
 (81.7) (92.5) 
 
Net increase in corporate credit and receivables facilities with initial maturities less than 90 days40.0
 
 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 warrants7.1
 
 
 
 7.1
Other financing activities(12.2) 
 
 
 (12.2)
Cash flows provided by (used in) financing activities216.4
 (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 equivalents3.8
 1.9
 17.9
 
 23.6
   Ending cash and cash equivalents$2.1
 $1.8
 $0.7
 $
 $4.6

113

Table of Contents
Form 10-K Part IICincinnati Bell Inc.

19.
Supplemental Guarantor Information - 8 3/8% Senior Notes due 2020 and 8 3/4% Senior Subordinated Notes due 2018
As of December 31, 2015, the Parent Company’s 8 3/8% Senior Notes due 2020 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.
During the second quarter of 2015, the Company redeemed the remaining $300.0 million of outstanding 8 ¾% Senior Subordinated Notes due 2018.
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.
On September 30, 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.
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 issuer, (2) the guarantor subsidiaries on a combined basis, and (3) the non-guarantor subsidiaries on a combined basis.

114

Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)
 Year Ended December 31, 2015
(dollars in millions)Parent
(Issuer)
 Guarantors Non-guarantors Eliminations Total
Revenue$
 $614.2
 $592.2
 $(38.6) $1,167.8
Operating costs and expenses22.4
 577.9
 478.1
 (38.6) 1,039.8
Operating income (loss)(22.4) 36.3
 114.1
 
 128.0
Interest expense (income), net112.7
 (10.0) 0.4
 
 103.1
Other expense (income), net19.5
 (434.3) (10.9) 
 (425.7)
Income (loss) before equity in earnings of subsidiaries and income taxes(154.6) 480.6
 124.6
 
 450.6
Income tax expense (benefit)(53.3) 168.7
 44.4
 
 159.8
Equity in earnings of subsidiaries, net of tax455.0
 
 
 (455.0) 
Income (loss) from continuing operations353.7
 311.9
 80.2
 (455.0) 290.8
Income (loss) from discontinued operations
 62.9
 
 
 62.9
Net income (loss)353.7
 374.8
 80.2
 (455.0) 353.7
Other comprehensive income (loss)3.3
 
 (0.4) 
 2.9
Total comprehensive income (loss)$357.0
 $374.8
 $79.8
 $(455.0) $356.6
          
Net income (loss)$353.7
 $374.8
 $80.2
 $(455.0) $353.7
Preferred stock dividends10.4
 
 
 
 10.4
Net income (loss) applicable to common shareowners$343.3
 $374.8
 $80.2
 $(455.0) $343.3
          
 Year Ended December 31, 2014
(dollars in millions)Parent
(Issuer)
 Guarantors Non-guarantors Eliminations Total
Revenue$
 $599.1
 $601.5
 $(39.1) $1,161.5
Operating costs and expenses21.5
 567.5
 434.7
 (39.1) 984.6
Operating income (loss)(21.5) 31.6
 166.8
 
 176.9
Interest expense (income), net142.6
 6.4
 (3.1) 
 145.9
Other expense (income), net17.6
 (173.4) (12.3) 
 (168.1)
Income (loss) before equity in earnings of subsidiaries and income taxes(181.7) 198.6
 182.2
 
 199.1
Income tax expense (benefit)(55.8) 70.8
 66.4
 
 81.4
Equity in earnings of subsidiaries, net of tax201.5
 
 
 (201.5) 
Income (loss) from continuing operations75.6
 127.8
 115.8
 (201.5) 117.7
Income (loss) from discontinued operations
 (42.1) 
 
 (42.1)
Net income (loss)75.6
 85.7
 115.8
 (201.5) 75.6
Other comprehensive income (loss)(40.5) (0.1) 
 
 (40.6)
Total comprehensive income (loss)$35.1
 $85.6
 $115.8
 $(201.5) $35.0
          
Net income (loss)$75.6
 $85.7
 $115.8
 $(201.5) $75.6
Preferred stock dividends10.4
 
 
 
 10.4
Net income (loss) applicable to common shareowners$65.2
 $85.7
 $115.8
 $(201.5) $65.2

115

Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)
 Year Ended December 31, 2013
(dollars in millions)Parent
(Issuer)
 Guarantors Non-guarantors Eliminations Total
Revenue$
 $503.1
 $608.6
 $(38.3) $1,073.4
Operating costs and expenses57.2
 484.2
 430.5
 (38.3) 933.6
Operating income (loss)(57.2) 18.9
 178.1
 
 139.8
Interest expense (income), net162.5
 10.7
 2.8
 
 176.0
Other expense (income), net28.2
 15.4
 (6.6) 
 37.0
Income (loss) before equity in earnings of subsidiaries and income taxes(247.9) (7.2) 181.9
 
 (73.2)
Income tax expense (benefit)(79.8) 5.3
 66.2
 
 (8.3)
Equity in earnings of subsidiaries, net of tax113.4
 0.7
 
 (114.1) 
Income (loss) from continuing operations(54.7) (11.8) 115.7
 (114.1) (64.9)
Income (loss) from discontinued operations
 10.2
 
 
 10.2
Net income (loss)(54.7) (1.6) 115.7
 (114.1) (54.7)
Other comprehensive income (loss)76.5
 
 (0.1) 
 76.4
Total comprehensive income (loss)$21.8
 $(1.6) $115.6
 $(114.1) $21.7
          
Net income (loss)$(54.7) $(1.6) $115.7
 $(114.1) $(54.7)
Preferred stock dividends10.4
 
 
 
 10.4
Net income (loss) applicable to common shareowners$(65.1) $(1.6) $115.7
 $(114.1) $(65.1)

116

Table of Contents
Form 10-K Part IICincinnati Bell Inc.

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, net0.7
 2.8
 153.6
 
 157.1
Other current assets1.6
 15.6
 18.7
 
 35.9
Total current assets6.9

18.8

174.7


 200.4
Property, plant and equipment, net0.3
 53.4
 921.8
 
 975.5
Investment in CyrusOne
 55.5
 
 
 55.5
Goodwill and intangibles, net
 12.3
 2.2
 
 14.5
Investments in and advances to subsidiaries844.6
 830.4
 4.3
 (1,679.3) 
Other noncurrent assets214.4
 133.2
 7.1
 (146.2) 208.5
Total assets$1,066.2

$1,103.6

$1,110.1

$(1,825.5) $1,454.4
Current portion of long-term debt$5.4
 $3.4
 $5.0
 $
 $13.8
Accounts payable0.7
 95.6
 32.6
 
 128.9
Other current liabilities41.6
 26.8
 42.7
 
 111.1
Other current liabilities from discontinued operations
 5.4
 
 
 5.4
Total current liabilities47.7

131.2

80.3


 259.2
Long-term debt, less current portion1,025.8
 53.3
 152.7
 
 1,231.8
Other noncurrent liabilities235.5
 11.8
 160.5
 (146.2) 261.6
Intercompany payables54.7
 
 127.3
 (182.0) 
Total liabilities1,363.7

196.3

520.8

(328.2) 1,752.6
Shareowners’ (deficit) equity(297.5) 907.3
 589.3
 (1,497.3) (298.2)
Total liabilities and shareowners’ equity (deficit)$1,066.2

$1,103.6

$1,110.1

$(1,825.5) $1,454.4


117

Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Condensed Consolidating Balance Sheets
 As of December 31, 2014
(dollars in millions)Parent
(Issuer)
 Guarantors Non-guarantors Eliminations Total
Cash and cash equivalents$56.2
 $0.2
 $1.5
 $
 $57.9
Receivables, net2.6
 6.1
 159.8
 
 168.5
Other current assets1.3
 20.6
 15.7
 
 37.6
Other current assets from discontinued operations
 4.7
 
 
 4.7
Total current assets60.1

31.6

177.0


 268.7
Property, plant and equipment, net0.2
 50.8
 764.4
 
 815.4
Investment in CyrusOne
 273.6
 
 
 273.6
Goodwill and intangibles, net
 12.7
 2.2
 
 14.9
Investments in and advances to subsidiaries1,066.1
 403.6
 199.3
 (1,669.0) 
Other noncurrent assets297.6
 240.9
 8.2
 (143.2) 403.5
Other noncurrent assets from discontinued operations
 44.6
 
 
 44.6
Total assets$1,424.0

$1,057.8

$1,151.1

$(1,812.2) $1,820.7
Current portion of long-term debt$5.4
 $2.3
 $3.9
 $
 $11.6
Accounts payable1.0
 76.2
 54.8
 
 132.0
Other current liabilities52.3
 23.5
 49.3
 0.1
 125.2
Other current liabilities from discontinued operations
 142.0
 
 
 142.0
Total current liabilities58.7

244.0

108.0

0.1
 410.8
Long-term debt, less current portion1,526.1
 2.9
 160.4
 
 1,689.4
Other noncurrent liabilities254.1
 4.6
 151.0
 (143.4) 266.3
Other noncurrent liabilities from discontinued operations
 102.7
 
 
 102.7
Intercompany payables233.4
 
 131.9
 (365.3) 
Total liabilities2,072.3

354.2

551.3

(508.6) 2,469.2
Shareowners’ (deficit) equity(648.3) 703.6
 599.8
 (1,303.6) (648.5)
Total liabilities and shareowners’ equity (deficit)$1,424.0
 $1,057.8
 $1,151.1
 $(1,812.2) $1,820.7


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Table of Contents
Form 10-K Part IICincinnati Bell Inc.

Condensed Consolidating Statements of Cash Flows
 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) $(44.0) $174.2
 $
 $110.9
Capital expenditures(0.1) (22.5) (261.0) 
 (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
 0.9
 0.1
 
 1.0
Distributions received from subsidiaries11.3
 
 
 (11.3) 
Funding between Parent and subsidiaries, net
 (597.1) 114.7
 482.4
 
Other investing activities(0.3) 
 
 
 (0.3)
Cash flows provided by (used in) investing activities10.9
 47.4
 (146.2) 471.1
 383.2
Funding between Parent and subsidiaries, net486.4
 
 (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 equivalents56.2
 0.2
 1.5
 
 57.9
Ending cash and cash equivalents$4.6
 $0.4
 $2.4
 $
 $7.4
          
 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) $1.0
 $230.5
 $
 $175.2
Capital expenditures(0.2) (29.6) (152.5) 
 (182.3)
Proceeds from sale of CyrusOne
 355.9
 
 
 355.9
Dividends received from CyrusOne
 28.4
 
 
 28.4
Proceeds from sale of assets
 194.4
 2.0
 
 196.4
Distributions received from subsidiaries12.8
 
 
 (12.8) 
Funding between Parent and subsidiaries, net
 (541.7) (75.6) 617.3
 
Other investing activities(0.3) (5.5) 
 
 (5.8)
Cash flows provided by (used in) investing activities12.3
 1.9
 (226.1) 604.5
 392.6
Funding between Parent and subsidiaries, net516.2
 
 101.1
 (617.3) 
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) (3.0) (6.2) 
 (376.5)
Debt issuance costs(0.7) 
 (0.2) 
 (0.9)
Proceeds from exercise of options and warrants1.3
 
 
 
 1.3
Other financing activities(11.4) 
 
 
 (11.4)
Cash flows provided by (used in) financing activities98.1
 (3.0) (5.1) (604.5) (514.5)
Increase (decrease) in cash and cash equivalents54.1
 (0.1) (0.7) 
 53.3
Beginning cash and cash equivalents2.1
 0.3
 2.2
 
 4.6
Ending cash and cash equivalents$56.2
 $0.2
 $1.5
 $
 $57.9

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Form 10-K Part IICincinnati Bell Inc.

Condensed Consolidating Statements of Cash Flows
 Year Ended December 31, 2013
(dollars in millions)Parent (Issuer) Guarantors Non-guarantors Eliminations Total
Cash flows provided by (used in) operating activities$(218.1) $28.8
 $268.1
 $
 $78.8
Capital expenditures
 (36.1) (160.8) 
 (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
 (14.8) (170.6) 
 (185.4)
Issuance of long-term debt536.0
 
 
 
 536.0
Funding between Parent and subsidiaries, net174.2
 (10.0) (164.2) 
 
Net increase in corporate credit and receivables facilities with initial maturities less than 90 days40.0
 
 54.2
 
 94.2
Repayment of debt(522.0) (4.0) (4.8) 
 (530.8)
Debt issuance costs(6.7) 
 
 
 (6.7)
Proceeds from exercise of options and warrants7.1
 
 
 
 7.1
Other financing activities(12.2) 
 ���
 
 (12.2)
Cash flows provided by (used in) financing activities216.4
 (14.0) (114.8) 
 87.6
   Increase (decrease) in cash and cash equivalents(1.7) 
 (17.3) 
 (19.0)
   Beginning cash and cash equivalents3.8
 0.3
 19.5
 
 23.6
   Ending cash and cash equivalents$2.1
 $0.3
 $2.2
 $
 $4.6


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Table of Contents
Form 10-K Part IICincinnati Bell Inc.

20.     Quarterly Financial Information (Unaudited)
 2015
 First Second Third Fourth  
(dollars in millions, except per common share amounts)Quarter Quarter Quarter Quarter Total
Revenue$292.9
 $285.8
 $299.8
 $289.3
 $1,167.8
Operating income37.1
 29.7
 36.2
 25.0
 128.0
          
Income from continuing operations0.3
 180.7
 79.3
 30.5
 290.8
Income from discontinued operations, net of tax48.9
 10.9
 1.0
 2.1
 62.9
Net income49.2
 191.6
 80.3
 32.6
 353.7
          
Basic earnings (loss) per common share from continuing operations$(0.01) $0.85
 $0.37
 $0.13
 $1.34
Basic earnings per common share from discontinued operations$0.23
 $0.05
 $
 $0.01
 $0.30
Net basic earnings per common share$0.22
 $0.90
 $0.37
 $0.14
 $1.64
          
Diluted earnings (loss) per common share from continuing operations$(0.01) $0.84
 $0.37
 $0.13
 $1.33
Diluted earnings per common share from discontinued operations$0.23
 $0.05
 $
 $0.01
 $0.30
Net diluted earnings per common share$0.22
 $0.89
 $0.37
 $0.14
 $1.63
          
 2014
 First Second Third Fourth  
(dollars in millions, except per common share amounts)Quarter Quarter Quarter Quarter Total
Revenue$282.2
 $283.0
 $301.4
 $294.9
 $1,161.5
Operating income50.4
 47.3
 47.8
 31.4
 176.9
          
Income (loss) from continuing operations5.9
 123.7
 (7.5) (4.4) 117.7
Income (loss) from discontinued operations, net of tax1.1
 (9.5) (19.8) (13.9) (42.1)
Net income (loss)7.0
 114.2
 (27.3) (18.3) 75.6
          
Basic earnings (loss) per common share from continuing operations$0.02
 $0.58
 $(0.05) $(0.03) $0.51
Basic earnings (loss) per common share from discontinued operations$
 $(0.04) $(0.09) $(0.07) $(0.20)
Net basic earnings (loss) per common share$0.02
 $0.54
 $(0.14) $(0.10) $0.31
          
Diluted earnings (loss) per common share from continuing operations$0.02
 $0.58
 $(0.05) $(0.03) $0.51
Diluted earnings (loss) per common share from discontinued operations$
 $(0.05) $(0.09) $(0.07) $(0.20)
Net diluted earnings (loss) per common share$0.02
 $0.53
 $(0.14) $(0.10) $0.31
 2018
 First Second Third Fourth  
(in millions, except per common share amounts)Quarter Quarter Quarter Quarter Total
Revenue$295.7
 $296.8
 $386.7
 $399.0
 $1,378.2
Operating income24.2
 20.2
 14.5
 24.4
 83.3
Net (loss)(8.3) (13.8) (17.7) (30.0) (69.8)
          
Basic (loss) earnings per common share$(0.26) $(0.39) $(0.41) $(0.65) $(1.73)
          
Diluted (loss) earnings per common share$(0.26) $(0.39) $(0.41) $(0.65) $(1.73)
          
 2017
 First Second Third Fourth  
(in millions, except per common share amounts)Quarter Quarter Quarter Quarter Total
Revenue$249.6
 $259.4
 $255.5
 $301.2
 $1,065.7
Operating (loss) income(1.8) 24.4
 15.9
 16.9
 55.4
Net income (loss)60.6
 2.3
 (11.0) (11.9) 40.0
          
Basic earnings (loss) per common share$1.38
 $(0.01) $(0.32) $(0.34) $0.70
          
Diluted earnings (loss) per common share$1.37
 $(0.01) $(0.32) $(0.34) $0.70
The effects of assumed common share conversions are determined independently for each respective quarter and year and may not be dilutive during every period due to variations in operating results. Therefore, the sum of quarterly per share results will not necessarily equal the per share results for the full year.
Income
Restructuring and employee severance charges totaled $0.3 million, $4.6 million and $3.4 million in the first, second and fourth quarter of 2018, respectively. Restructuring and employee severance charges totaled $25.6 million, $3.6 million and $3.5 million in the first, second and fourth quarter of 2017, respectively.

Transaction and integration costs totaled $2.2 million, $2.7 million, $13.3 million and $4.3 million in the first, second, third, and fourth quarter of 2018, respectively. These costs were primarily related to the acquisition of Hawaiian Telcom. Transaction and integration costs totaled $0.6 million, $1.7 million, $12.1 million and $4.1 million in the first, second, third, and fourth quarter of 2017, respectively. These costs were primarily related to the acquisitions of SunTel and OnX as well as the planned acquisition of Hawaiian Telcom.

Interest expense totaled $131.5 million in 2018 compared to $85.2 million in 2017. This increase is due to the Company entering into the $600.0 million Tranche B Term Loan due 2024, as well as issuing $350.0 million 8% Senior Notes in the fourth quarter of 2017. The Company repaid the remaining $315.8 million Tranche B Term Loan due 2020 outstanding under its old Corporate Credit Agreement with the proceeds from continuing operations in 2015the $600.0 million Tranche B Term Loan due 2024.

2017 net income includes gains from the sale of our CyrusOne investmentinvestments of $295.2 million, $117.7 million, and $36.3 million in the second, third, and fourth quarters, respectively. Income from continuing operations in the second quarter of 2014 includes a $192.8 million gain on sale of our CyrusOne investment.first quarter.

In the second quarter of 2015,2018, the Company redeemed the remaining $300.0 million of outstanding 8 ¾% Senior Subordinated Notes due 2018 at a redemption rate of 102.188% which resultedamended its Credit Agreement resulting in recording a loss on extinguishment of debt of $10.4 million.
Additionally,$1.3 million being recorded. In the fourth quarter of 2017, the Company redeemed $45.1 million of its outstanding 8 3/8 % Senior Notes due 2020 at an average redemption price of 106.450% which resulted in recording a lossrecognized losses on extinguishment of debt of $3.1 million in the second quarter of 2015. During$3.2 million.

In the third quarter of 2015,2018, the Company redeemed $137.6acquired Hawaiian Telcom, whose revenues totaled $87.1 million and $87.9 million in the third and fourth quarter of its outstanding 8 3/8 % Senior Notes due 2020 at an average redemption price2018, respectively. Hawaiian Telcom had a net loss of 105.242%. As a result$0.5 million in the third quarter of 2018 and net income of $1.2 million in the fourth quarter of 2018. For further information related to this acquisition, see Note 4 of the redemption, the Company recorded a loss on extinguishment of debt of $7.8 million.Notes to Consolidated Financial Statements.

121

Form 10-K Part II Cincinnati Bell Inc.

In the fourth quarter of 2017, the Company acquired OnX. The revenues and net income of OnX included in the quarterly financial information from the acquisition date through December 31, 2017 were $53.0 million and $11.5 million, respectively. Revenues totaled $45.3 million, $45.3 million, $49.3 million and $59.1 million in the first, second, third, and fourth quarter of 2018, respectively. OnX had net loss of $2.7 million, $4.3 million and $1.0 million in the first, second, and third quarter of 2014, the Company redeemed $325.02018, and net income of $2.1 million of its 8 3/4% Senior Subordinated Notes due 2018 at a redemption price of 104.375%. As a result of the redemption, the Company recorded a debt extinguishment loss of $19.4 million.
Operating income in the fourth quarter of 2014 includes an impairment2018. For further information related to this acquisition, see Note 4 of the Notes to Consolidated Financial Statements.

In the fourth quarter of 2017, the U.S. Government enacted the Tax Cuts and Jobs Act (the "Tax Act"). The transitional impact of the Tax Act resulted in a provisional net charge of $4.6 million related to the abandonment of an internal use software project.
As of March 31, 2015, no subscribers remained on the network, and we no longer required the use of the leased spectrum. Therefore, the $112.6 million gain on the sale of the wireless spectrum licenses, which had been previously deferred, was recognized in Income (loss) from discontinued operations, net of tax in the first quarter of 2015. During the second quarter, we transferred certain other assets related to our wireless business, including leases to certain wireless towers and related equipment and other assets, resulting in a gain of $15.9$6.8 million in the secondfourth quarter of 2015 which was recognized in Income (loss) from discontinued operations, net of tax.
21.     Subsequent Events
Subsequent to December 31, 2015, the Company redeemed $23.8 million of its outstanding CBT Notes due 2028 at an average redemption price of 90.711% which will result in a gain on extinguishment of debt of approximately $2.0 million in the first quarter of 2016.2017.

18.     Supplemental Cash Flow Information
 Year Ended December 31,
(dollars in millions)2018 2017 2016
Capitalized interest expense$1.0
 $0.7
 $0.7
Cash paid/(received) for:     
Interest131.7
 65.7
 71.1
Income taxes, net of refunds(13.8) (12.9) 1.7
Noncash investing and financing activities:     
Stock consideration for acquisition of Hawaiian Telcom121.2
 
 
Accrual of CyrusOne dividends
 
 1.1
Acquisition of property by assuming debt and other financing arrangements51.5
 17.3
 12.0
Acquisition of property on account35.8
 12.0
 23.8



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
No reportable information under this item.

Item 9A. Controls and Procedures
(a)Evaluation of disclosure controls and procedures.
Cincinnati Bell Inc.’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in SEC Rule 13a-15(e)) as of the end of the period covered by this report. Based on this evaluation, Cincinnati Bell Inc.’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, such controls and procedures were effective.
(b) Management's annual report on internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm are set forth in Part II, Item 8 of this Annual Report on Form 10-K.
(c) Changes in internal control over financial reporting.
There were no changes to Cincinnati Bell Inc.'s internal control over financial reporting during the fourth quarter of 20152018 that materially affect, or are reasonably likely to materially affect, Cincinnati Bell Inc.’s internal control over financial reporting.


Item 9B. Other Information
No reportable information under this item.


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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 401, Item 405, Item 406 and 407 (c)(3), (d)(4) and (d)(5) of Regulation S-K regarding directors of Cincinnati Bell Inc. can be found in the Proxy Statement for the 20162019 Annual Meeting of Shareholders and is incorporated herein by reference.
The Company’s Code of Ethics for Senior Financial Officers that applies to its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer is posted on the Company’s website at http://www.cincinnatibell.com. Within the time period required by the SEC and the New York Stock Exchange ("NYSE"), the Company will post on its website any amendment to the Code of Ethics for Senior Financial Officers and any waiver of such code relating to such senior executive officers of the Company.
In addition to the certifications of the Company’s Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act of 2002 and filed as exhibits to this Annual Report on Form 10-K, in May 20152018 the Company’s Chief Executive Officer submitted to the NYSE the certification regarding compliance with the NYSE’s corporate governance listing standards required by Section 303 A.12 of the NYSE Listed Company Manual.
Executive Officers of the Registrant:
The names, ages and positions of the executive officers of the Company as of February 25, 201622, 2019 are as follows:
Name Age Title
Theodore H. Torbeck (a)Leigh R. Fox 5946 President and Chief Executive Officer
LeighAndrew R. FoxKaiser 4350 Chief Financial Officer
Christi H. Cornette63Chief Culture Officer
Thomas E. Simpson 4346 Chief TechnologyOperating Officer
Christopher J. Wilson 5053 Vice President and General Counsel and Secretary
Joshua T. Duckworth 3740 Vice President of Treasury, Corporate Finance and Investor Relations
Shannon M. Mullen42Vice President and Corporate Controller
 
(a) Member of the Board of Directors  
Officers are elected annually but are removable at the discretion of the Board of Directors.
The business experiences of our executive officers during the past five years are as follows:
THEODORE H. TORBECK,LEIGH R. FOX, President and Chief Executive Officer since February 1, 2013;May 31, 2017; President and General ManagerChief Operating Officer of Cincinnati Bell Communications Groupthe Company from September 20102016 to February 2013; Chief Executive Officer of The Freedom Group, Inc. from 2008 to August 2010.
LEIGH R. FOX, May 2017; Chief Financial Officer of the Company sincefrom October 2013;2013 to September 2016; Chief Administrative Officer of the Company from July 2013 to October 2013; Senior Vice President of Finance and Operations from December 2012 to July 2013; Vice President of Finance at Cincinnati Bell Technology Solutions Inc. (CBTS) from October 2008 to December 2012.
ANDREW R. KAISER, Chief Financial Officer of the Company since September 2016; Vice President, Consumer Marketing and Data Analytics of the Company from December 2015 to September 2016; Vice President Corporate Finance of the Company from January 2014 to December 2015; Partner at Howard Roark Consulting, LLC from 2005 to January 2014.
CHRISTI H. CORNETTE, Chief Culture Officer of the Company since June 2017; Senior Vice President, Marketing of the Company from August 2013 to June 2017; Vice President, Marketing of the Company from October 2008 to August 2013; Director of CBTS Marketing from October 2002 to October 2008.
THOMAS E. SIMPSON, Chief Operating Officer since June 2017, Senior Vice President and Chief Technology Officer of the Company sincefrom January 2015;2015 to June 2017; Vice President and Chief Technology Officer at Cincinnati Bell Technology Solutions (CBTS) from 2014 to 2015; Vice President, Research and Development at CBTS from 2010 to 2014; Director, Technical Operations at CBTS from 2008 to 2010.
CHRISTOPHER J. WILSON, Vice President and General Counsel and Secretary of the Company since August 2003.



JOSHUA T. DUCKWORTH, Vice President of Treasury, Corporate Finance and Inventor Relations since October 2017; Vice President, Investor Relations and Controller of the Company sincefrom July 2013;2013 to October 2017; Assistant Treasurer and Director of Investor Relations for Cincinnati Bell Inc. from August 2012 to July 2013; Assistant Controller for Cincinnati Bell Inc. from August 2010 to August 2012; Deloitte & Touche LLP's audit practice from October 2004 to August 2010.


123

TableSHANNON M. MULLEN, Vice President and Corporate Controller of Contentsthe Company since October 2017; Vice President, Finance of the Company from December 2016 to October 2017; Senior Director of Finance of the Company from October 2013 to December 2016; Director of Finance of the Company from January 2008 to October 2013; Senior Financial Analyst of the Company from April 2006 to January 2008; Manager of Accounting Research and Projects of the Company from December 2004 to April 2006.



ItemsItem 11. Executive Compensation
The information required by this item can be found in the Proxy Statement for the 20162019 Annual Meeting of Shareholders and is incorporated herein by reference.
ItemsItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item can be found in the Proxy Statement for the 20162019 Annual Meeting of Shareholders and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item can be found in the Proxy Statement for the 20162019 Annual Meeting of Shareholders and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this item can be found in the Proxy Statement for the 20162019 Annual Meeting of Shareholders and is incorporated herein by reference.

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PART IV
Item 15. Exhibits and Financial Statement Schedules
Financial Statements
Consolidated financial statements are included beginning on page 57.in Part II, Item 8.
Financial Statement Schedules
Financial Statement Schedule II — Valuation and Qualifying Accounts is included on page 130.Accounts. All other schedules are not required under the related instructions or are not applicable.
Exhibits 2
Exhibits identified in parenthesis below, on file with the Securities and Exchange Commission, are incorporated herein by reference as exhibits hereto.
Exhibit
Number
 Description
(3.1) Agreement and Plan of Merger, dated as of July 9, 2017, among Cincinnati Bell Inc., Twin Acquisition Corp. and Hawaiian Telcom Holdco, Inc. (Exhibit 2.1 to Current Report on Form 8-K, date of Report July 10, 2017, File No. 1-8519).
Agreement and Plan of Merger, dated as of July 9, 2017, among Cincinnati Bell Inc., Yankee Acquisition LLC, OnX Holdings LLC and MLN Holder Rep LLC (Exhibit 2.2 to Current Report on Form 8-K, date of Report July 10, 2017, File No. 1-8519).
Amended and Restated Articles of Incorporation of Cincinnati Bell Inc. (Exhibit 3.1 to Current Report on Form 8-K, date of Report April 25, 2008, File No. 1-8519).


Amendment to the Amended and Restated Articles of Incorporation of Cincinnati Bell Inc. (Exhibit 3.1 to Current Report on Form 8-K, date of Report October 4, 2016, File No. 1-8519).

 Amended and Restated Regulations of Cincinnati Bell Inc. (Exhibit 3.23.3 to CurrentQuarterly Report on Form 8-K, date of Report April 25, 2008,10-Q for the quarter ended June 30, 2018, File No. 1-8519).
(4.1) 
Indenture dated July 1, 1993, between Cincinnati Bell Inc., as Issuer, and The Bank of New York, as Trustee, relating to Cincinnati Bell Inc.’s 71/4% Notes Due June 15, 2023 (Exhibit 4-A to Current Report on Form 8-K, date of Report July 12, 1993, File No. 1-8519).
(4.2)
Indenture dated as of March 15, 2010, by and among Cincinnati Bell Inc., as Issuer, the subsidiaries of Cincinnati Bell Inc. party thereto, as Guarantors, and The Bank of New York Mellon, as Trustee, relating to Cincinnati Bell Inc.’s 8 3/4% Senior Subordinated Notes due 2018 (Exhibit 4.1 to Current Report on Form 8-K, date of Report March 15, 2010, File No. 1-8519).
(4.3)
Indenture dated as of October 13, 2010, by and among Cincinnati Bell Inc., as Issuer, the subsidiaries of Cincinnati Bell Inc. party thereto, as Guarantors, and The Bank of New York Mellon, as Trustee, relating to Cincinnati Bell Inc.’s 8 3/8% Senior Notes due 2020 (Exhibit 4.1 to Current Report on Form 8-K, date of Report October 13, 2010, File No. 1-8519).(4.2)
(4.4) Indenture dated as of November 30, 1998, among Cincinnati Bell Telephone Company, as Issuer, Cincinnati Bell Inc., as Guarantor, and The Bank of New York, as Trustee (Exhibit 4-A to Current Report on Form 8-K, date of Report November 30, 1998, File No. 1-8519).
(4.5) First Supplemental Indenture dated as of December 31, 2004 to the Indenture dated as of November 30, 1998, among Cincinnati Bell Telephone Company, as Issuer, Cincinnati Bell Inc., as Guarantor, and The Bank of New York, as Trustee (Exhibit 4(c)(iii)(2) to Annual Report on Form 10-K for the year ended December 31, 2004, File No. 1-8519).
(4.6) Second Supplemental Indenture dated as of January 10, 2005 to the Indenture dated as of November 30, 1998, among Cincinnati Bell Telephone Company LLC (as successor entity to Cincinnati Bell Telephone Company), as Issuer, Cincinnati Bell Inc., as Guarantor, and The Bank of New York, as Trustee (Exhibit (4)(c)(iii)(3) to Annual Report on Form 10-K for the year ended December 31, 2004, File No. 1-8519).
(4.7) Warrant AgreementIndenture, dated as of March 26, 2003, by andSeptember 22, 2016, among BroadwingCincinnati Bell Inc., GS Mezzanine Partners II, L.P., GS Mezzanine Partners II Offshore, L.P.,the guarantor parties thereto and any other affiliate purchasersRegions Bank, as trustee (Exhibit (4)(c)(vii)4.1 to AnnualCurrent Report on Form 10-K for the year ended December 31, 2002,8-K, date of Report September 22, 2016, File No. 1-8519).
(4.8) Equity Registration Rights AgreementFirst Supplemental Indenture dated as of March 26, 2003, by and between BroadwingApril 3, 2017 among Cincinnati Bell Inc., GS Mezzanine Partners II, L.P., GS Mezzanine Partners II Offshore, L.P.,SunTel Services LLC and any other affiliate purchasersRegions Bank, as trustee (Exhibit (4)(c)(ix)99.1 to AnnualCurrent Report on Form 10-K for the year ended December 31, 2002,8-K, date of Report April 3, 2017, File No. 1-8519).
(4.90) Purchase AgreementSecond Supplemental Indenture dated as of December 9, 2002, by andMay 31, 2017 among BroadwingCincinnati Bell Inc., GS Mezzanine Partners II, L.P., GS Mezzanine Partners II Offshore, L.P.,Cincinnati Bell Telephone Company LLC, Cincinnati Bell Extended Territories LLC, and any other affiliate purchasers of Senior Subordinated Discount Notes due 2009Regions Bank, as trustee (Exhibit (4)(c)(x)(1)10.1 to AnnualCurrent Report on Form 10-K for the year ended December8-K, date of Report May 31, 2002,2017, File No. 1-8519).
(4.10) First AmendmentThird Supplemental Indenture dated October 2, 2017 among Cincinnati Bell Inc., Cincinnati Bell Shared Services LLC, Data Center South Holdings, LLC, Twin Acquisition Corp. and Regions Bank, as trustee (Exhibit 4.1 to Purchase AgreementCurrent Report on Form 8-K, date of Report October 2, 2017, File No. 1-8519).
Fourth Supplemental Indenture dated as of March 26, 2003, byDecember 22, 2017 among Cincinnati Bell Inc., CBTS Holdco LLC, and among Broadwing Inc., GS Mezzanine Partners II, L.P., GS Mezzanine Partners II Offshore, L.P., and any other affiliate purchasers of Senior Subordinated Discount Notes due 2009Regions Bank, as trustee (Exhibit (4)(c)(x)(2)10.1 to AnnualCurrent Report on Form 10-K for the year ended8-K, date of Report December 31, 2002,22, 2017, File No. 1-8519).

125


(4.11) Second Amendment to Purchase AgreementFifth Supplemental Indenture, dated as of April 30, 2004,July 2, 2018, by and among Cincinnati Bell Inc., GS Mezzanine Partners II, L.P., GS Mezzanine Partners II Offshore, L.P.,the guarantors party thereto and any other affiliate purchasers of Senior Subordinated Discount Notes due 2009Regions Bank, as Trustee. (Exhibit (4)(c)(x)(3)4.2 to QuarterlyCurrent Report on Form 10-Q for the quarter ended March 31, 2004,8-K, date of Report July 2, 2018, File No. 1-8519).
(4.12) Third AmendmentIndenture, dated October 6, 2017, between CB Escrow Corp. and Regions Bank, as trustee (Exhibit 4.1 to PurchaseCurrent Report on Form 8-K, date of Report October 6, 2017, File No. 1-8519).
Escrow Agreement, dated April 30, 2004,October 6, 2017, by and among CB Escrow Corp., Regions Bank, as trustee, and Regions Bank, as Escrow Agent (Exhibit 4.2 to Current Report on Form 8-K, date of Report October 6, 2017, File No. 1-8519).
Assumption Supplemental Indenture, dated as of July 2, 2018, by and among Cincinnati Bell Inc., GS Mezzanine Partners II, L.P., GS Mezzanine Partners II Offshore, L.P.,the guarantors party thereto and any other affiliate purchasers of Senior Subordinated Discount Notes due 2009Regions Bank, as Trustee. (Exhibit 4(c)(viii)(4)4.1 to AnnualCurrent Report on Form 10-K for the year ended December 31, 2004, File No. 1-8519).
(4.13)Fourth Amendment to Purchase Agreement dated January 31, 2005, by and among Cincinnati Bell Inc., GS Mezzanine Partners II, L.P., GS Mezzanine Partners II Offshore, L.P., and any other affiliate purchasers8-K, date of Senior Subordinated Discount Notes due 2009 (Exhibit 4(c)(viii)(5) to Annual Report on Form 10-K for the year ended December 31, 2004,July 2, 2018, File No. 1-8519).
(4.14) No other instrument which defines the rights of holders of long term debt of the registrant is filed herewith pursuant to Regulation S-K, Item 601(b)(4)(iii)(A). Pursuant to this regulation, the registrant hereby agrees to furnish a copy of any such instrument to the SEC upon request.
 Credit Agreement dated as of November 20, 2012, among Cincinnati Bell Inc., an Ohio corporation, the subsidiary guarantors party thereto, the Lenders party thereto and Bank of America, N.A. (Exhibit 10.1 to Current Report on Form 8-K, date of Report November 20, 2012, File No. 1-8519).
 First Amendment to Credit Agreement dated as of September 10, 2013, among Cincinnati Bell Inc., an Ohio corporation, the subsidiary guarantors party thereto, the Lenders party thereto and Bank of America, N.A. (Exhibit 10.1 to Current Report on Form 8-K, date of Report September 10, 2013, File No. 1-8519).
 Annex I to First Amendment to Credit Agreement dated as of September 10, 2013, among Cincinnati Bell Inc., an Ohio corporation, the subsidiary guarantors party thereto, the Lenders party thereto and Bank of America, N.A. (Exhibit 10.2 to Current Report on Form 8-K, date of Report September 10, 2013, File No. 1-8519).
 Second Amendment to Credit Agreement dated as of June 23, 2014, among Cincinnati Bell Inc., an Ohio corporation, the subsidiary guarantors party thereto, the Lenders party thereto and Bank of America, N.A. (Exhibit 10.4 to Annual Report on Form 10-K, date of Report February 26, 2015, File No. 1-8519).
 Third Amendment to Credit Agreement dated as of September 30, 2014, among Cincinnati Bell Inc., an Ohio corporation, the subsidiary guarantors party thereto, the Lenders party thereto and Bank of America, N.A. (Exhibit 10.1 to Current Report on Form 8-K, date of Report September 30, 2014, File No. 1-8519).
 Fourth Amendment to Credit Agreement dated as of November 5, 2014, among Cincinnati Bell Inc., an Ohio corporation, the subsidiary guarantors party thereto, the Lenders party thereto and Bank of America, N.A. (Exhibit 10.1 to Current Report on Form 8-K, date of Report November 5, 2014, File No. 1-8519).
Fifth Amendment to Credit Agreement dated as of May 11, 2016, among Cincinnati Bell Inc., an Ohio corporation, the subsidiary guarantors party thereto, the Lenders party thereto and Bank of America, N.A. (Exhibit 10.1 to Current Report on Form 8-K date of Report May 11, 2016, File No. 1-8519).
 Amended and Restated Purchase and Sale Agreement dated as of June 6, 2011, among the Originators identified therein, Cincinnati Bell Funding LLC, and Cincinnati Bell Inc., as Servicer and sole member of Cincinnati Bell Funding LLC (Exhibit 99.2 to Current Report on Form 8-K, date of Report June 6, 2011, File No. 1-8519).
(10.8) First Amendment to Purchase and Sale Agreement dated as of August 1, 2011, among the Originators identified therein, Cincinnati Bell Funding LLC and Cincinnati Bell Inc. as Servicer and sole member of Cincinnati Bell Funding LLC (Exhibit 99.2 to Current Report on Form 8-K, date of Report August 1, 2011, File No. 1-8519).
(10.9) Second Amendment to Amended and Restated Purchase and Sale Agreement dated as of October 1, 2012, among the Originators identified therein, Cincinnati Bell Funding LLC and Cincinnati Bell Inc. as Servicer and sole member of Cincinnati Bell Funding LLC. (Exhibit 99.2 to Current Report on Form 8-K, date of Report October 1, 2012, File No. 1-8519).
(10.10) Third Amendment to Amended and Restated Purchase and Sale Agreement, dated as of June 1, 2015, among Cincinnati Bell Wireless, LLC, Cincinnati Bell Funding LLC and Cincinnati Bell Inc. (Exhibit 10.2 to Current Report on Form 8-K Datedate of Report June 1, 2015, File No. 1-8519).
(10.11) Amended and Restated Receivables Purchase Agreement dated as of June 6, 2011, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, the Various Purchaser Groups identified therein, and PNC Bank, National Association, as Administrator and LC Bank (Exhibit 99.1 to Current Report on Form 8-K, date of Report June 6, 2011, File No. 1-8519).
(10.12) First Amendment to Amended and Restated Receivables Purchase Agreement dated as of August 1, 2011, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, the Various Purchasers and Purchaser Agents identified therein, and PNC Bank, National Association, as Administrator and LC Bank (Exhibit 99.1 to Current Report on Form 8-K, date of Report August 1, 2011, File No. 1-8519).

126


(10.13) Second Amendment to Amended and Restated Receivables Purchase Agreement dated as of June 4, 2012, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, the Various Purchaser Groups identified therein, and PNC Bank, National Association, as Administrator and LC Bank (Exhibit 99.1 to Current Report on Form 8-K, date of Report June 4, 2012, File No. 1-8519).
(10.14) Third Amendment to Amended and Restated Receivables Purchase Agreement dated as of October 1, 2012, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, the Various Purchaser Groups identified therein, and PNC Bank, National Association, as Administrator and LC Bank. (Exhibit 99.1 to Current Report on Form 8-K, date of Report October 1, 2012, File No. 1-8519).
(10.15) Fourth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of June 3, 2013, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, the various Purchasers and Purchaser Agents identified therein, and PNC Bank, National Association, as Administrator (Exhibit 99.1 to Current Report on Form 8-K, date of Report June 3, 2013, File No. 1-8519).
(10.16) Fifth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of September 13, 2013, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell, Inc., as Servicer, the various Purchasers and Purchaser Agents identified therein, and PNC Bank, National Association, as Administrator (Exhibit 10.16 to Annual Report on Form 10-K for the year ended December 31, 2013, File No. 1-8519).
(10.17) Sixth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of June 2, 2014, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell, Inc., as Servicer, the various Purchasers and Purchaser Agents identified therein, and PNC Bank, National Association, as Administrator (Exhibit 99.1 to Current Report on Form 8-K, date of Report June 2, 2014, File No. 1-8519).
(10.18) Seventh Amendment to Amended and Restated Receivables Purchase Agreement, dated as of September 30, 2014, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell, Inc., as Servicer, the various Purchasers and Purchaser Agents identified therein, and PNC Bank, National Association, as Administrator (Exhibit 10.17 to Annual Report on Form 10-K, date of Report February 26, 2015, File No. 1-8519).
(10.19) Eighth Amendment to Amended and Restated Receivables Purchase Agreement, dated June 1, 2015, among Cincinnati Bell Funding LLC, , as Seller, Cincinnati Bell, Inc., as Servicer and Performance Guarantor, the various Purchasers and Purchaser Agents identified therein, and PNC Bank, National Association, as Administrator (Exhibit 10.1 to Current Report on Form 8-K, Datedate of Report June 1, 2015, File No. 1-8519).
(10.20) LicenseNinth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of April 6, 2014May 27, 2016, among Cincinnati Bell Wireless,Funding LLC, an Ohio limited liability company,as Seller, Cincinnati Bell, Inc., as Servicer and Cellco Partnership, a Delaware general partnership doing businessPerformance Guarantor, the various Purchasers and Purchaser Agents identified therein, PNC Bank, National Association, as Verizon WirelessAdministrator, and PNC Capital Markets LLC, as Structuring Agent (Exhibit 10.1 to Current Report on Form 8-K, date of Report April 7, 2014,May 27, 2016, File No. 1-8519).
(10.21) Network AssetTenth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of April 6, 2014May 26, 2017, among Cincinnati Bell Wireless,Funding LLC, an Ohio limited liability company,Cincinnati Bell, Inc., as Servicer and Cellco Partnership, a Delaware general partnership doing businessPerformance Guarantor, the various Purchasers and Purchaser Agents identified therein, PNC Bank, National Association, as Verizon WirelessAdministrator for each Purchaser Group, as LC Bank and the Swingline Purchaser (Exhibit 10.2 to Current Report on Form 8-K, date of Report April 7, 2014,May 31, 2017, File No. 1-8519).
(10.22) Incremental AssumptionSecond Amended and Restated Purchase and Sale Agreement dated April 6, 2015as of May 10, 2018, among Cincinnati Bell Inc., as Servicer, Cincinnati Bell Funding LLC and the Originators identified therein (Exhibit 99.1 to Current Report on Form 8-K, date of Report May 10, 2018, File No. 1-8519).
First Amendment to the Second Amended and Restated Purchase and Sale Agreement, dated as of November 21, 2018, by and among the Continuing Originators identified therein, Cincinnati Bell Funding, LLC, Cincinnati Bell Inc., as Servicer, and Hawaiian Telcom Communications, Inc., Hawaiian Telcom, Inc., Hawaiian Telcom Services Company, Inc., Wavecom Solutions Corporation and SystemMetrics Corporation, as Additional Originators (Exhibit 99.1 to Current Report on Form 8-K, date of Report November 23, 2018, File No. 1-8519).
Canadian Purchase and Sale Agreement date as of May 10, 2018, among Cincinnati Bell Funding Canada Ltd., as Purchaser, OnX Enterprise Solutions Ltd., as Servicer, and the Originators identified therein (Exhibit 99.2 to Current Report on Form 8-K, date of Report May 10, 2018, 1-8519).
Credit Agreement by and among Cincinnati Bell Inc., the Guarantor parties thereto, the Lender parties thereto, PNC Bank, National Association, as the Swingline Lender, and Morgan Stanley Senior Funding, Inc., as Administrative Agent, Collateral Agent, Swingline Lender and an Ohio corporation,L\C Issuer, dated October 2, 2017 (Exhibit 10.1 to Current Report on Form 8-K, date of Report October 3, 2017, File No. 1-8519).
Amendment No. 1 to Credit Agreement dated as of April 5, 2018, by and among Cincinnati Bell Inc., the subsidiary guarantors thereto, Bank of America, N.A.,Morgan Stanley Senior Funding, Inc. and the additionaltranche B term lenders party thereto (Exhibit 10.1 to Current Report on Form 8-K, date of Report April 6, 2015,5, 2018, File No. 1-8519).
(10.23) AssignmentAmendment No. 2 to Credit Agreement dated as of June 1, 2015,April 5, 2018, by and among Cincinnati Bell Inc., the subsidiary guarantors thereto, Morgan Stanley Senior Funding, LLC, Cincinnati Bell Wireless, LLC,Inc. and PNC Bank, National Associationthe tranche B term lenders party thereto (Exhibit 10.310.2 to Current Report on Form 8-K, Datedate of Report June 1, 2015,April 5, 2018, File No. 1-8519).

Receivables Financing Agreement dated as of May 10, 2018, among Cincinnati Bell Funding LLC and Cincinnati Bell Funding Canada Ltd., as Borrowers, Cincinnati Bell Inc. and OnX Enterprise Solutions Ltd., as Servicers, the Lenders, Letter of Credit Participants and Group Agents from time to time party thereto, PNC Bank, National Association, as Administrator and Letter of Credit Bank, and PNC Capital Markets LLC, as Structuring Agent (Exhibit 99.3 to Current Report on Form 8-K, date of Report May 10, 2018, File No. 1-8519).
(10.24)First Amendment to the Receivables Financing Agreement, dated as of November 21, 2018, by and among Cincinnati Bell Funding LLC and Cincinnati Bell Funding Canada Ltd., as Borrowers, Cincinnati Bell Inc. and OnX Enterprise Solutions Ltd., as Servicers, the Lenders, Letter of Credit Participants and Group Agents from time to time party thereto, PNC Bank, National Association, as Administrator and Letter of Credit Bank, and PNC Capital Markets LLC, as Structuring Agent (Exhibit 99.2 to Current Report on Form 8-K, date of Report November 23, 2018, File No. 1-8519).
Receivables Purchase Agreement dated as of May 10, 2018 among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, PNC Bank, National Association, as Buyer, and PNC Capital Markets LLC, as Structuring Agent (Exhibit 99.4 to Current Report of Form 8-K, date of Report May 10, 2018, File No. 1-8519).
 Cincinnati Bell Inc. Pension Program, as amended and restated effective January 1, 2005 (Exhibit (10)(iii)(A)(3) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
(10.25) Amendment to Cincinnati Bell Inc. Pension Program, effective December 31, 2011 (Exhibit 10.12 to Annual Report on Form 10-K for the year ended December 31, 2011, File No. 1-8519).
(10.26) Restatement of the Cincinnati Bell Management Pension Plan executed January 17, 2011December 22, 2016 (Exhibit 10.1310.28 to Annual Report on Form 10-K for the year ended December 31, 2011,2016, File No. 1-8519).
(10.27) Restatement of the Cincinnati Bell Pension Plan executed January 25, 2011December 22, 2016 (Exhibit 10.1410.29 to Annual Report on Form 10-K for the year ended December 31, 2011,2016, File No. 1-8519).
(10.28) Amendment to Cincinnati Bell Management Pension Plan executed December 20, 201322, 2016 (Exhibit 10.2110.30 to Annual Report on Form 10-K for the year ended December 31, 2013,2016, File No. 1-8519).
(10.29) Amendment to the Cincinnati Bell Management Pension Plan executed May 16, 2013December 22, 2016 (Exhibit 10.2210.31 to Annual Report on Form 10-K for the year ended December 31, 2013,2016, File No. 1-8519).
(10.30)Amendment to Cincinnati Bell Management Pension Plan executed April 17, 2012 (Exhibit 10.23 to Annual Report on Form 10-K for the year ended December 31, 2013, File No. 1-8519).
(10.31)*Amendment to Cincinnati Bell Management Pension Plan executed December 20, 2011 (Exhibit 10.24 to Annual Report on Form 10-K for the year ended December 31, 2013, File No. 1-8519).

127


(10.32)*Amendment to Cincinnati Bell Pension Plan executed on December 20, 2013 (Exhibit 10.25 to Annual Report on Form 10-K for the year ended December 31, 2013, File No. 1-8519).
(10.33)*Amendment to Cincinnati Bell Pension Plan executed on April 17, 2012 (Exhibit 10.26 to Annual Report on Form 10-K for the year ended December 31, 2013, File No. 1-8519).
(10.34)*Amendment to Cincinnati Bell Pension Plan executed on November 29, 2011 (Exhibit 10.27 to Annual Report on Form 10-K for the year ended December 31, 2013, File No. 1-8519).
(10.35) +Amendment to the Cincinnati Bell Pension Plan executed May 1, 2015.
(10.36)* Cincinnati Bell Inc. 2011 Short Term Incentive Plan (Appendix AII to the Company's 20112016 Proxy Statement on Schedule 14A filed March 21, 2011,17, 2016, File No. 1-8519).
(10.37) Cincinnati Bell Inc. Deferred Compensation Plan for Outside Directors, as amended and restated as of January 1, 2005 (Exhibit (10)(iii)(A)(2) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
(10.38)Amendment to Cincinnati Bell Inc. Deferred Compensation Plan for Outside Directors, as of November 7, 2016 (Exhibit 10.2 to Current Report on Form 8-K, date of Report November 7, 2016, File No. 1-8519).
 Cincinnati Bell Inc. Executive Deferred Compensation Plan, as amended and restated effective January 1, 2005 (Exhibit (10)(iii)(A)(4) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
(10.39)Amendment to Cincinnati Bell Inc. Executive Deferred Compensation Plan, as of November 7, 2016 (Exhibit 10.1 to Current Report on Form 8-K, date of Report November 7, 2016, File No. 1-8519).
 Cincinnati Bell Inc. 2007 Long Term Incentive Plan, as amended (Appendix I to the Company's 20142015 Proxy Statement on Schedule 14A filed March 20, 2015, File No. 1-8519).
(10.40)Form of Award Agreement to be implemented under the 2007 Long Term Incentive Plan dated as of December 7, 2010 (Exhibit 10.1 to Current Report on Form 8-K, date of Report December 7, 2010, File No. 1-8519).
(10.41)* Cincinnati Bell Inc. Form of Stock Option Agreement (2007 Long Term Incentive Plan) (Exhibit (10)(iii)(A)(22) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
(10.42) Cincinnati Bell Inc. Form of Performance Restricted Stock Agreement (2007 Long Term Incentive Plan) (Exhibit (10)(iii)(A)(23) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
(10.43) Cincinnati Bell Inc. Form of 2008-20102016 - 2018 Share-Based Performance ShareUnit Award Agreement (2007 Long Term Incentive Plan) (Exhibit (10)(iii)(A)(24)10.40 to Annual Report on Form 10-K for the year ended December 31, 2008,2016, File No. 1-8519).
(10.44)Cincinnati Bell Inc. Form of 2017-2019 Share-Based Performance Award Agreement (2007 Long Term Incentive Plan) (Exhibit 10.39 to Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-8519).
 Cincinnati Bell Inc. Form of Stock Appreciation Rights Agreement (Employees) (Exhibit (10)(iii)(A)(21) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).

(10.45) +
 Cincinnati Bell Inc. Form of Restricted Stock Unit Award Agreement (2007 Long Term Incentive Plan)(Exhibit 10.45 to Annual Report for the year ended December 31, 2015, File No. 1-8519).
(10.46) Cincinnati Bell Inc. 2007 Stock Option Plan for Non-Employee Directors, as amended (Appendix BI to the Company's 20122016 Proxy Statement on Schedule 14A filed on March 16, 2012,17, 2016, File No. 1-8519).
(10.47)Cincinnati Bell Inc. 2017 Long-Term Incentive Plan (Appendix I to the Company's 2017 Proxy Statement on Schedule 14A filed on March 24, 2017, File No. 1-8519).
Cincinnati Bell Inc. Form of Restricted Stock Unit Award (2017 Long-Term Incentive Plan) (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, File 1-8519).
Cincinnati Bell Inc. Form of 2018-2020 Share-Based Performance Unit Award Agreement (2017 Long-Term Incentive Plan) (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, File 1-8519).
Cincinnati Bell Inc. 2017 Stock Plan for Non-Employee Directors (Appendix II to the Company's 2017 Proxy Statement on Schedule 14A filed on March 24, 2017, File No. 1-8519).
Cincinnati Bell Inc. Form of 2018-2023 Business Value Award Agreement (Exhibit 10.1 to Current Report, date of Report May 7, 2018, File No. 1-8519).
 Executive Compensation Recoupment/Clawback Policy effective as of January 1, 2011 (Exhibit 99.1 to Current Report on Form 8-K, date of Report October 29, 2010, File No. 1-8519).
(10.48)Amended and Restated Employment Agreement effective January 1, 2005, between Cincinnati Bell Inc. and Christopher J. Wilson (Exhibit (10)(iii)(A)(10) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
(10.49)*Amended and Restated Employment Agreement between Cincinnati Bell Inc. and Christopher J. Wilson effective July 26, 2013 (Exhibit 10.1 to Current Report on Form 8-K, date of Report July 26, 2013, File No. 1-8519).
(10.50)* Amended and Restated Employment Agreement between Cincinnati Bell Inc. and Christopher J. Wilson effective January 1, 2015 (Exhibit 10.51 to Current Report on Form 10-K, date of reportReport February 26, 2015, File No. 1-8519).
(10.51)Employment Agreement between Cincinnati Bell Inc. and Christopher J. Wilson effective as of December 1, 2017 (Exhibit 10.4 to Current Report on Form 8-K, date of Report December 1, 2017, File No. 1-8519).
 Amended and Restated Employment Agreement dated September 7, 2010 between Cincinnati Bell Inc. and Theodore H. TorbeckLeigh R. Fox effective as of September 1, 2016 (Exhibit 10.1 to Current Report on Form 8-K, date of Report September 7, 2010,1, 2016, File No. 1-8519).
(10.52) Amended and Restated Employment Agreement dated as of February 6, 2013 between Cincinnati Bell Inc. and Theodore H. TorbeckLeigh R. Fox effective as of March 1, 2017 (Exhibit 10.1 to Current Report on Form 8-K, date of Report January 31, 2013,March 1, 2017, File No. 1-8519).
(10.53)Amended and Restated Employment Agreement effective July 26, 2013 between Cincinnati Bell Inc. and Leigh R. Fox (Exhibit 10.2 to Current Report on Form 8-K, date of Report July 26, 2013, File No. 1-8519).
(10.54)* Employment Agreement between Cincinnati Bell Inc. and David L. Heimbach datedLeigh R. Fox effective as of November 20, 2013December 1, 2017 (Exhibit 10.1 to Current Report on Form 8-K, date of earliest event reported November 20, 2013,Report December 1, 2017, File No. 1-8519).
(10.55) Employment Agreement dated as of May 5, 2014 between Cincinnati Bell Inc. and Joshua T. Duckworth (Exhibit 10.1 to Current Report on Form 8-K, date of Report May 5, 2014, 2014, File No. 1-8519).

128


Employment Agreement between Cincinnati Bell Inc. and Joshua T. Duckworth effective as of December 1, 2017 (Exhibit 10.5 to Current Report on Form 8-K, date of Report December 1, 2017, File No. 1-8519).
(10.56) Amended and Restated Employment Agreement between Cincinnati Bell Inc. and Thomas E. Simpson dated as of January 27, 2015 (Exhibit 10.50 to Annual Report on Form 10-K, date of report February 26, 2015, File No. 1-8519).
(12.1) + CalculationAmended and Restated Employment Agreement between Cincinnati Bell Inc. and Thomas E. Simpson effective as of RatioSeptember 1, 2016 (Exhibit 10.1 to Current Report on Form 8-K, date of EarningsReport September 9, 2016, File No. 1-8519).
Employment Agreement between Cincinnati Bell Inc. and Thomas E. Simpson effective as of December 1, 2017 (Exhibit 10.3 to Combined Fixed ChargesCurrent Report on Form 8-K, date of Report December 1, 2017, File No. 1-8519).
Employment Agreement between Cincinnati Bell Inc. and Preferred Dividends.Andrew R. Kaiser effective as of September 1, 2016 (Exhibit 10.2 to Current Report on Form 8-K, date of Report September 1, 2016, File No. 1-8519).
Employment Agreement between Cincinnati Bell Inc. and Andrew R. Kaiser effective as of September 1, 2017 (Exhibit 10.1 to Current Report on Form 8-K, date of Report August 3, 2017, File No. 1-8519).
Employment Agreement between Cincinnati Bell Inc. and Andrew R. Kaiser effective as of December 1, 2017 (Exhibit 10.2 to Current Report on Form 8-K, date of Report December 1, 2017, File No. 1-8519).
Employment Agreement between Cincinnati Bell Inc. and Christi H. Cornette effective as of September 1, 2017 (Exhibit 10.2 to Current Report on Form 8-K, date of Report August 3, 2017, File No. 1-8519).
Employment Agreement between Cincinnati Bell Inc. and Christi H. Cornette effective as of December 1, 2017 (Exhibit 10.6 to Current Report on Form 8-K, date of Report December 1, 2017, File No. 1-8519).

 Employment Agreement between Cincinnati Bell Inc. and Shannon M. Mullen effective as of December 1, 2017 (Exhibit 10.7 to Current Report on Form 8-K, date of Report December 1, 2017, File No. 1-8519).
Employment Agreement between Cincinnati Bell Inc. and Mark J. Fahner effective as of September 16, 2018 (Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File 1-8519).
 Code of Ethics for Senior Financial Officers, as adopted pursuant to Section 406 of Regulation S-K (Exhibit (10)(iii)(A)(15) to Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-8519).
  Subsidiaries of the Registrant.
  Consent of Independent Registered Public Accounting Firm.
  Powers of Attorney.
  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 (101.INS)** XBRL Instance Document.
 (101.SCH)** XBRL Taxonomy Extension Schema Document.
 (101.CAL)** XBRL Taxonomy Calculation Linkbase Document.
 (101.DEF)** XBRL Taxonomy Extension Definition Linkbase Document.
 (101.LAB)** XBRL Taxonomy Label Linkbase Document.
 (101.PRE)** XBRL Taxonomy Presentation Linkbase Document.
 ______________
 + Filed herewith.
 * Management contract or compensatory plan required to be filed as an exhibit pursuant to Item 15(a)(3) of the Instruction to Form 10-K.
 ** Submitted electronically with this report.
 
The Company's reports on Form 10-K, 10-Q, 8-K, proxy and other information are available free of charge at the following website: http://www.cincinnatibell.com. Upon request, the Company will furnish a copy of the Proxy Statement to its security holders without charge, portions of which are incorporated herein by reference. The Company will furnish any other exhibit at cost.
 

129

  
Schedule II Cincinnati Bell Inc.


VALUATION AND QUALIFYING ACCOUNTS
    Additions    
(dollars in millions) Beginning of Period Charge (Benefit) to Expenses To (from) Other Accounts Deductions End of Period
Allowance for Doubtful Accounts          
Year 2015 $12.4
 $8.5
 $
 $8.5
 $12.4
Year 2014 $12.2
 $10.4
 $
 $10.2
 $12.4
Year 2013 $13.3
 $11.3
 $
 $12.4
 $12.2
           
Deferred Tax Valuation Allowance          
Year 2015 $64.4
 $(5.5) $(0.5) $
 $58.4
Year 2014 $68.3
 $(1.1) $(2.8) $
 $64.4
Year 2013 $56.8
 $14.1
 $(2.6) $
 $68.3
    Additions    
(dollars in millions) Beginning of Period Charge (Benefit) to Expenses (To) From Other Accounts Deductions End of Period
Allowance for Doubtful Accounts          
Year 2018 $10.4
 $8.4
 $
 $5.8
 $13.0
Year 2017 $9.9
 $6.9
 $
 $6.4
 $10.4
Year 2016 $12.4
 $9.4
 $(2.0) $9.9
 $9.9
           
Deferred Tax Valuation Allowance          
Year 2018 $45.5
 $13.1
 $(0.4) $
 $58.2
Year 2017 $54.4
 $(9.2) $0.3
 $
 $45.5
Year 2016 $58.4
 $(3.6) $(0.4) $
 $54.4

130

Form 10-K Part IV Cincinnati Bell Inc.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
     
Date:February 25, 201622, 2019 /s/ LeighAndrew R. FoxKaiser 
   LeighAndrew R. FoxKaiser 
   Chief Financial Officer 
     
Date:February 25, 2016/s/ Joshua T. Duckworth
Joshua T. Duckworth
Chief Accounting Officer

131

Form 10-K Part IV Cincinnati Bell Inc.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Signature Title Date 
      
/s/ Theodore H. TorbeckLeigh R. Fox President and Chief Executive Officer and Director February 25, 201622, 2019 
Theodore H. Torbeck
Leigh R. Fox

 (Principal Executive Officer)
/s/ Andrew R. Kaiser*Chief Financial OfficerFebruary 22, 2019
Andrew R. Kaiser(Principal Financial Officer)
/s/ Shannon M. Mullen*Vice President and Corporate ControllerFebruary 22, 2019
Shannon M. Mullen(Principal Accounting Officer)   
      
Phillip R. Cox* Chairman of the Board and Director February 25, 201622, 2019 
Phillip R. Cox
Meredith J. Ching*DirectorFebruary 22, 2019
Meredith J. Ching
Walter A. Dods, Jr.*DirectorFebruary 22, 2019
Walter A. Dods, Jr.     
      
John W. Eck* Director February 25, 201622, 2019 
John W. Eck     
      
Jakki L. Haussler* Director February 25, 201622, 2019 
Jakki L. Haussler     
      
Craig F. Maier* Director February 25, 201622, 2019 
Craig F. Maier     
      
Russel P. Mayer* Director February 25, 201622, 2019 
Russel P. Mayer
Theodore H. Torbeck*DirectorFebruary 22, 2019
Theodore H. Torbeck     
      
Lynn A. Wentworth* Director February 25, 201622, 2019 
Lynn A. Wentworth     
      
Martin J. Yudkovitz* Director February 25, 201622, 2019 
Martin J. Yudkovitz     
      
John M. Zrno*DirectorFebruary 25, 2016
John M. Zrno*By: /s/ Leigh R. Fox     
*By: /s/ Theodore H. Torbeck
Theodore H. Torbeck
Leigh R. Fox

     
as attorney-in-fact and on his behalf   
as Principal Executive Officer, President and Chief Executive Officer and Director 
      


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