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 ☒☐ No ☐☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒☐ No ☐☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

	Three Months Ended September 30,						Nine Months Ended September 30,						Successor			Predecessor			Predecessor			Successor			Predecessor			Predecessor
	2020			2019			2020			2019			September 8, 2021 to September 30, 2021			July 1, 2021 to September 7, 2021			Three Months Ended September 30, 2020			September 8, 2021 to September 30, 2021			January 1, 2021 to September 7, 2021			Nine Months Ended September 30, 2020
Revenue	$	389.5		$	382.5		$	1,149.5		$	1,146.3		$	111.4		$	314.6		$	389.5		$	111.4		$	1,138.7		$	1,149.5

Costs and expenses
Cost of services and products, excluding items below		203.9			194.7			591.0			587.9			60.5			174.6			203.9			60.5			619.5			591.0
Selling, general and administrative, excluding items below		86.0			88.0			255.3			261.3			22.1			74.2			86.0			22.1			243.4			255.3
Depreciation and amortization		71.9			75.5			220.8			229.1			30.2			52.1			71.9			30.2			194.9			220.8
Restructuring and severance related charges		0.8			1.3			16.4			6.4			0			0.3			0.8			0			1.2			16.4
Transaction and integration costs		2.2			0.2			33.8			3.8			0			51.5			2.2			0			54.8			33.8
Gain on sale of assets, net														0			(2.8	)		0			0			(2.8	)		0
Total operating costs and expenses		364.8			359.7			1,117.3			1,088.5			112.8			349.9			364.8			112.8			1,111.0			1,117.3
Operating income		24.7			22.8			32.2			57.8
Operating (loss) income														(1.4	)		(35.3	)		24.7			(1.4	)		27.7			32.2
Interest expense		33.4			35.0			100.6			105.0			6.4			23.2			33.4			6.4			89.1			100.6
Other components of pension and postretirement benefit plans expense		2.6			2.8			9.0			8.4
Other components of pension and postretirement benefit plans (benefit) expense														(1.1	)		2.1			2.6			(1.1	)		6.4			9.0
Loss on extinguishment of debt														0			10.7			0			0			10.7			0
Other (income) expense, net		(0.2	)		0.5			(1.2	)		(0.4	)		(0.3	)		19.7			(0.2	)		(0.3	)		19.7			(1.2	)
Loss before income taxes		(11.1	)		(15.5	)		(76.2	)		(55.2	)		(6.4	)		(91.0	)		(11.1	)		(6.4	)		(98.2	)		(76.2	)
Income tax benefit		(2.9	)		(1.9	)		(26.2	)		(9.2	)		(1.4	)		(17.3	)		(2.9	)		(1.4	)		(16.9	)		(26.2	)
Net loss		(8.2	)		(13.6	)		(50.0	)		(46.0	)		(5.0	)		(73.7	)		(8.2	)		(5.0	)		(81.3	)		(50.0	)
Preferred stock dividends		2.6			2.6			7.8			7.8			0			2.4			2.6			0			7.6			7.8
Net loss applicable to common shareowners	$	(10.8	)	$	(16.2	)	$	(57.8	)	$	(53.8	)	$	(5.0	)	$	(76.1	)	$	(10.8	)	$	(5.0	)	$	(88.9	)	$	(57.8	)

Basic and diluted net loss per common share	$	(0.21	)	$	(0.32	)	$	(1.14	)	$	(1.07	)

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

Three Months Ended
September 30,

Nine Months Ended
September 30,

2020

2019

2020

2019

Net loss

$
(8.2
)

$
(13.6
)

$
(50.0
)

$
(46.0
)
Other comprehensive income (loss), net of tax:

Foreign currency translation gain (loss)

2.0

(1.0
)

(2.1
)

2.1

Cash flow hedges:

Unrealized loss on cash flow hedges arising during the period, net of tax of ($0.1), $(0.9), ($3.3), ($4.2)

(0.5
)

(3.0
)

(11.3
)

(13.9
)
Reclassification adjustment for net losses included in net income, net of tax of $0.5, $0.2, $1.4, $0.3

1.8

0.4

4.6

0.8

Defined benefit plans:

Net gain (loss) arising from remeasurement during the period, net of tax of $1.0, ($3.4), $0.0

3.2

0

(11.5
)

0.1

Amortization of prior service benefits included in net income, net of tax of ($0.1), ($0.2), ($0.4), ($0.5)

(0.5
)

(0.4
)

(1.5
)

(1.4
)
Amortization of net actuarial loss included in net income, net of tax of $1.1, $1.0, $3.3, $2.7

3.7

2.9

11.1

8.9

Reclassification adjustment for pension settlement charges included in net income, net of tax of $0.2

0

0

0.9

0

Total other comprehensive income (loss)

9.7

(1.1
)

(9.8
)

(3.4
)
Total comprehensive income (loss)

$
1.5

$
(14.7
)

$
(59.8
)

$
(49.4
)

	Successor			Predecessor			Predecessor			Successor			Predecessor			Predecessor
	September 8, 2021 to September 30, 2021			July 1, 2021 to September 7, 2021			Three Months Ended September 30, 2020			September 8, 2021 to September 30, 2021			January 1, 2021 to September 7, 2021			Nine Months Ended September 30, 2020
Net loss	$	(5.0	)	$	(73.7	)	$	(8.2	)	$	(5.0	)	$	(81.3	)	$	(50.0	)
Other comprehensive (loss) income, net of tax:
Foreign currency translation (loss) gain		(1.2	)		(1.4	)		2.0			(1.2	)		1.2			(2.1	)
Cash flow hedges:
Unrealized loss on cash flow hedges arising during the period, net of tax of ($0.2), ($0.1), $0.0, ($3.3)		0			(0.6	)		(0.5	)		0			(0.1	)		(11.3	)
Reclassification adjustment for net losses included in net income, net of tax of $4.7, $0.5, $5.8, $1.4		0			16.2			1.8			0			19.7			4.6
Defined benefit plans:
Net gain (loss) arising from remeasurement during the period, net of tax of $1.0, $1.8, ($3.4)		0			0			3.2			0			6.0			(11.5	)
Amortization of prior service benefits included in net income, net of tax of ($0.1), ($0.1), ($0.4), ($0.4)		0			(0.3	)		(0.5	)		0			(1.3	)		(1.5	)
Amortization of net actuarial loss included in net income, net of tax of $1.0, $1.1, $3.6, $3.3		0			3.1			3.7			0			12.0			11.1
Reclassification adjustment for pension settlement charges included in net income, net of tax of $0.2		0			0			0			0			0			0.9
Total other comprehensive (loss) income		(1.2	)		17.0			9.7			(1.2	)		37.5			(9.8	)
Total comprehensive (loss) income	$	(6.2	)	$	(56.7	)	$	1.5		$	(6.2	)	$	(43.8	)	$	(59.8	)

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

																					6 3/4 % Cumulative Convertible Preferred Shares				Common Shares				Additional Paid-in			Retained Earnings			Accumulated Other Comprehensive
Successor																					Shares		Amount		Shares		Amount		Capital			(Accumulated Deficit)			Loss			Total
Balance at September 8, 2021 (remeasured upon Merger)																						0	$	0		0	$	0	$	0		$	0		$	0		$	0
Net loss																						—		—		—		—		—			(5.0	)		—			(5.0	)
Other comprehensive loss																						—		—		—		—		—			—			(1.2	)		(1.2	)
Capital contributions by Red Fiber Parent LLC																						—		—		0.5		—		1,716.1			—			—			1,716.1
Balance at September 30, 2021																						—	$	—		0.5	$	—	$	1,716.1		$	(5.0	)	$	(1.2	)	$	1,709.9
	6 3/4 % Cumulative Convertible Preferred Shares				Common Shares				Additional Paid-in			Accumulated			Accumulated Other Comprehensive
	Shares		Amount		Shares		Amount		Capital			Deficit			Loss			Total
Predecessor
Balance at June 30, 2021																						3.1	$	129.4		50.9	$	0.5	$	2,665.3		$	(2,839.2	)	$	(139.2	)	$	(183.2	)
Net loss																						—		—		—		—		—			(73.7	)		—			(73.7	)
Other comprehensive income																						—		—		—		—		—			—			17.0			17.0
Stock-based compensation																						—		—		—		—		2.1			—			—			2.1
Equity-based award modification																						—		—		—		—		(10.2	)		—			—			(10.2	)
Dividends on preferred stock																						—		—		—		—		(2.4	)		—			—			(2.4	)
Balance at September 7, 2021																						3.1	$	129.4		50.9	$	0.5	$	2,654.8		$	(2,912.9	)	$	(122.2	)	$	(250.4	)
Predecessor
Balance at June 30, 2020		3.1	$	129.4		50.7	$	0.5	$	2,672.9		$	(2,817.8	)	$	(189.6	)	$	(204.6	)		3.1	$	129.4		50.7	$	0.5	$	2,672.9		$	(2,817.8	)	$	(189.6	)	$	(204.6	)
Net loss		—		—		—		—		—			(8.2	)		—			(8.2	)		—		—		—		—		—			(8.2	)		—			(8.2	)
Other comprehensive income		—		—		—		—		—			—			9.7			9.7			—		—		—		—		—			—			9.7			9.7
Stock-based compensation		—		—		—		—		1.2			—			—			1.2			—		—		—		—		1.2			—			—			1.2
Dividends on preferred stock		—		—		—		—		(2.6	)		—			—			(2.6	)		—		—		—		—		(2.6	)		—			—			(2.6	)
Balance at September 30, 2020		3.1	$	129.4		50.7	$	0.5	$	2,671.5		$	(2,826.0	)	$	(179.9	)	$	(204.5	)		3.1	$	129.4		50.7	$	0.5	$	2,671.5		$	(2,826.0	)	$	(179.9	)	$	(204.5	)

Balance at June 30, 2019		3.1	$	129.4		50.4	$	0.5	$	2,677.4		$	(2,741.8	)	$	(177.8	)	$	(112.3	)
Net loss		—		—		—		—		—			(13.6	)		—			(13.6	)
Other comprehensive loss		—		—		—		—		—			—			(1.1	)		(1.1	)
Stock-based compensation		—		—		—		—		2.0			—			—			2.0
Dividends on preferred stock		—		—		—		—		(2.6	)		—			—			(2.6	)
Balance at September 30, 2019		3.1	$	129.4		50.4	$	0.5	$	2,676.8		$	(2,755.4	)	$	(178.9	)	$	(127.6	)

																					6 3/4 % Cumulative Convertible Preferred Shares				Common Shares				Additional Paid-in			Retained Earnings			Accumulated Other Comprehensive
Successor																					Shares		Amount		Shares		Amount		Capital			(Accumulated Deficit)			Loss			Total
Balance at September 8, 2021 (remeasured upon Merger)																						0	$	0		0	$	0	$	0		$	0		$	0		$	0
Net loss																						—		—		—		—		—			(5.0	)		—			(5.0	)
Other comprehensive loss																						—		—		—		—		—			—			(1.2	)		(1.2	)
Capital contributions by Red Fiber Parent LLC																						—		—		0.5		—		1,716.1			—			—			1,716.1
Balance at September 30, 2021																						—	$	—		0.5	$	—	$	1,716.1		$	(5.0	)	$	(1.2	)	$	1,709.9
	6 3/4 % Cumulative Convertible Preferred Shares				Common Shares				Additional Paid-in			Accumulated			Accumulated Other Comprehensive
	Shares		Amount		Shares		Amount		Capital			Deficit			Loss			Total
Predecessor
Balance at December 31, 2020																						3.1	$	129.4		50.7	$	0.5	$	2,670.3		$	(2,831.6	)	$	(159.7	)	$	(191.1	)
Net loss																						—		—		—		—		—			(81.3	)		—			(81.3	)
Other comprehensive income																						—		—		—		—		—			—			37.5			37.5
Shares issued under employee plans																						—		—		0.2		—		—			—			—			—
Shares purchased under employee plans and other																						—		—		—		—		(2.0	)		—			—			(2.0	)
Stock-based compensation																						—		—		—		—		4.3			—			—			4.3
Equity-based award modification																						—		—		—		—		(10.2	)		—			—			(10.2	)
Dividends on preferred stock																						—		—		—		—		(7.6	)		—			—			(7.6	)
Balance at September 7, 2021																						3.1	$	129.4		50.9	$	0.5	$	2,654.8		$	(2,912.9	)	$	(122.2	)	$	(250.4	)
Predecessor
Balance at December 31, 2019		3.1	$	129.4		50.4	$	0.5	$	2,676.2		$	(2,776.0	)	$	(170.1	)	$	(140.0	)		3.1	$	129.4		50.4	$	0.5	$	2,676.2		$	(2,776.0	)	$	(170.1	)	$	(140.0	)
Net loss		—		—		—		—		—			(50.0	)		—			(50.0	)		—		—		—		—		—			(50.0	)		—			(50.0	)
Other comprehensive loss		—		—		—		—		—			—			(9.8	)		(9.8	)		—		—		—		—		—			—			(9.8	)		(9.8	)
Shares issued under employee plans		—		—		0.3		—		—			—			—			—			—		—		0.3		0		0			—			—			—
Shares purchased under employee plans and other		—		—		—		—		(1.1	)		—			—			(1.1	)		—		—		—		—		(1.1	)		—			—			(1.1	)
Stock-based compensation		—		—		—		—		4.2			—			—			4.2			—		—		—		—		4.2			—			—			4.2
Dividends on preferred stock		—		—		—		—		(7.8	)		—			—			(7.8	)		—		—		—		—		(7.8	)		—			—			(7.8	)
Balance at September 30, 2020		3.1	$	129.4		50.7	$	0.5	$	2,671.5		$	(2,826.0	)	$	(179.9	)	$	(204.5	)		3.1	$	129.4		50.7	$	0.5	$	2,671.5		$	(2,826.0	)	$	(179.9	)	$	(204.5	)

Balance at December 31, 2018		3.1	$	129.4		50.2	$	0.5	$	2,680.0		$	(2,709.4	)	$	(175.5	)	$	(75.0	)
Net loss		—		—		—		—		—			(46.0	)		—			(46.0	)
Other comprehensive loss		—		—		—		—		—			—			(3.4	)		(3.4	)
Shares issued under employee plans		—		—		0.2		—		—			—			—			—
Shares purchased under employee plans and other		—		—		—		—		(0.8	)		—			—			(0.8	)
Stock-based compensation		—		—		—		—		5.4			—			—			5.4
Dividends on preferred stock		—		—		—		—		(7.8	)		—			—			(7.8	)
Balance at September 30, 2019		3.1	$	129.4		50.4	$	0.5	$	2,676.8		$	(2,755.4	)	$	(178.9	)	$	(127.6	)

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

	September 30,			December 31,			Successor			Predecessor
	2020			2019			September 30, 2021			December 31, 2020
Assets
Current assets
Cash and cash equivalents	$	8.8		$	11.6		$	5.4		$	12.2
Receivables, less allowances of $20.2 and $14.3		280.1			307.7
Receivables, less allowances of $0.9 and $23.0								337.5			369.6
Inventory, materials and supplies		28.7			44.6			61.5			35.5
Prepaid expenses		30.8			28.3			37.7			33.5
Other current assets		13.2			11.6			7.1			8.3
Total current assets		361.6			403.8			449.2			459.1
Property, plant and equipment, net		1,732.5			1,780.8			1,956.9			1,729.1
Operating lease right-of-use assets		34.1			35.8			41.4			37.4
Goodwill		159.3			160.5			646.3			161.5
Intangible assets, net		143.4			155.4			961.2			148.1
Deferred income tax assets		86.2			59.3			6.9			82.5
Other noncurrent assets		46.7			58.2			28.5			50.9
Total assets	$	2,563.8		$	2,653.8		$	4,090.4		$	2,668.6
Liabilities and Shareowners’ Deficit
Liabilities and Shareowners’ Equity (Deficit)
Current liabilities
Current portion of long-term debt	$	21.6		$	22.3		$	13.0		$	21.8
Accounts payable		223.6			284.6			319.9			299.2
Unearned revenue and customer deposits		50.3			59.1			56.3			68.9
Accrued taxes		20.4			29.1			25.3			28.1
Accrued interest		24.5			26.8			24.9			26.7
Accrued payroll and benefits		62.8			49.0			36.3			50.5
Other current liabilities		46.9			52.6			38.9			50.9
Total current liabilities		450.1			523.5			514.6			546.1
Long-term debt, less current portion		1,936.4			1,901.3			1,382.9			1,949.9
Operating lease liabilities		30.9			32.1			38.0			33.6
Pension and postretirement benefit obligations		216.9			215.5			149.6			200.2
Pole license agreement obligation		37.1			38.0			46.7			36.7
Deferred income tax liability		10.8			11.7			147.7			10.9
Other noncurrent liabilities		86.1			71.7			101.0			82.3
Total liabilities		2,768.3			2,793.8			2,380.5			2,859.7
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 September 30, 2020 and December 31, 2019; liquidation preference $1,000 per share ($50 per depositary share)		129.4			129.4
Common shares, $.01 par value; 96,000,000 shares authorized; 50,680,605 and 50,420,700 shares issued and outstanding at September 30, 2020 and December 31, 2019		0.5			0.5
Shareowners’ equity (deficit)
Preferred stock, 2,357,299 shares authorized, 155,250 shares (3,105,000,depository shares) of 6 3/4% Cumulative Convertible Preferred Stock issued and outstanding at December 31, 2020; liquidation preference $1,000 per share ($50 per depositary share)								0			129.4
Common shares, $.01 par value; 96,000,000 shares authorized; 500,000 and 50,680,605 shares issued and outstanding at September 30, 2021 and December 31, 2020								0			0.5
Additional paid-in capital		2,671.5			2,676.2			1,716.1			2,670.3
Accumulated deficit		(2,826.0	)		(2,776.0	)		(5.0	)		(2,831.6	)
Accumulated other comprehensive loss		(179.9	)		(170.1	)		(1.2	)		(159.7	)
Total shareowners’ deficit		(204.5	)		(140.0	)
Total liabilities and shareowners’ deficit	$	2,563.8		$	2,653.8
Total shareowners’ equity (deficit)								1,709.9			(191.1	)
Total liabilities and shareowners’ equity (deficit)							$	4,090.4		$	2,668.6

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

	Nine Months Ended September 30,						Successor			Predecessor			Predecessor
	2020			2019			September 8, 2021 to September 30, 2021			January 1, 2021 to September 7, 2021			Nine Months Ended September 30, 2020
Cash flows from operating activities
Net loss	$	(50.0	)	$	(46.0	)	$	(5.0	)	$	(81.3	)	$	(50.0	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		220.8			229.1			30.2			194.9			220.8
Loss on extinguishment of debt								—			10.7			—
Provision for loss on receivables		11.6			9.1			0.9			2.1			11.6
Noncash portion of interest expense		4.1			4.8
Noncash portion of interest (income) expense								(0.3	)		4.0			4.1
Deferred income taxes		(26.4	)		(8.4	)		(1.1	)		(21.1	)		(26.4	)
Pension and other postretirement payments less than (in excess of) expense		0.3			(0.2	)
Pension and other postretirement payments (in excess of) less than expense								(1.9	)		(0.2	)		0.3
Stock-based compensation		4.2			5.4			0			4.3			4.2
Other, net		(0.7	)		(3.4	)		(0.3	)		(5.2	)		(0.7	)
Changes in operating assets and liabilities:
Decrease in receivables		14.8			82.4
Decrease (increase) in inventory, materials, supplies, prepaid expenses and other current assets		12.2			(0.6	)
Decrease in accounts payable		(56.6	)		(76.4	)
Decrease in accrued and other current liabilities		(12.2	)		(12.1	)
Decrease in other noncurrent assets		9.9			7.7
Increase (decrease) in other noncurrent liabilities		6.9			(2.5	)
Net cash provided by operating activities		138.9			188.9
(Increase) decrease in receivables								(20.3	)		51.1			14.8
(Increase) decrease in inventory, materials, supplies, prepaid expenses and other current assets								(3.2	)		(29.4	)		12.2
(Decrease) increase in accounts payable								(51.7	)		49.1			(56.6	)
(Decrease) increase in accrued and other current liabilities								(37.5	)		2.8			(12.2	)
(Increase) decrease in other noncurrent assets								(2.1	)		2.1			9.9
Increase in other noncurrent liabilities								29.9			8.8			6.9
Net cash (used in) provided by operating activities								(62.4	)		192.7			138.9
Cash flows from investing activities
Capital expenditures		(159.2	)		(167.3	)		(35.4	)		(165.2	)		(159.2	)
Acquisition of business								(1,620.7	)		0			0
Acquisition of Paniolo fiber assets								(1.3	)		(50.5	)		0
Proceeds from sale of assets								0			9.1			0
Other, net		(1.6	)		0.3			0			(0.1	)		(1.6	)
Net cash used in investing activities		(160.8	)		(167.0	)		(1,657.4	)		(206.7	)		(160.8	)
Cash flows from financing activities
Net increase (decrease) in corporate credit and receivables facilities with initial maturities less than 90 days		48.0			(8.1	)
Capital contributions by Red Fiber Parent LLC								1,716.1			0			0
Proceeds from issuance of long-term debt								150.0			23.0			0
Net (decrease) increase in corporate credit and receivables facilities with initial maturities less than 90 days								(108.7	)		9.0			48.0
Repayment of debt		(19.3	)		(13.4	)		(1.4	)		(13.4	)		(19.3	)
Debt issuance costs		(0.5	)		(0.8	)		(42.0	)		(0.8	)		(0.5	)
Dividends paid on preferred stock		(7.8	)		(7.8	)		0			(7.8	)		(7.8	)
Other, net		(1.1	)		(0.8	)		0			(2.0	)		(1.1	)
Net cash provided by (used in) financing activities		19.3			(30.9	)
Effect of exchange rate changes on cash and cash equivalents		(0.2	)		0.1
Net decrease in cash and cash equivalents		(2.8	)		(8.9	)
Cash and cash equivalents at beginning of period		11.6			15.4
Cash and cash equivalents at end of period	$	8.8		$	6.5
Net cash provided by financing activities								1,714.0			8.0			19.3
Effect of exchange rate changes on cash, cash equivalents and restricted cash								0			0			(0.2	)
Net decrease in cash, cash equivalents and restricted cash								(5.8	)		(6.0	)		(2.8	)
Cash, cash equivalents and restricted cash at beginning of period								11.2			17.2			11.6
Cash, cash equivalents and restricted cash at end of period							$	5.4		$	11.2		$	8.8
Noncash investing and financing transactions:
Acquisition of property by assuming debt and other noncurrent liabilities	$	4.0		$	13.4		$	3.8		$	3.8		$	4.0
Acquisition of property on account	$	23.7		$	26.1		$	46.3		$	54.9		$	23.7

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

Organization — On March 13, 2020, the Company (as defined below), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation and directly wholly owned subsidiary of Parent (“Merger Sub”). On September 7, 2021 (the “Closing Date” or “Merger Date”), upon the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the applicable provisions of the Ohio General Corporation Law (the “OGCL”), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). At the effective time of the Merger (the “Effective Time”), the separate corporate existence of Merger Sub ceased, and the Company survived the Merger as a wholly owned private subsidiary of Parent. As of the date of this filing, the Company has ceased to be a registrant (see Note 11), however due to contractual language in certain indentures, the Company is required to voluntarily file with the U.S. Securities and Exchange Commission (“SEC”).

As a result of the Merger, for accounting purposes, Parent is the acquirer and Cincinnati Bell Inc. is the acquiree and accounting predecessor. The financial statement presentation includes the financial statements of historical Cincinnati Bell Inc. as “Predecessor” for periods prior to the Closing Date and of the Company as “Successor” for the periods after the Closing Date. In connection with the Merger and the related accounting determination, the Company has elected to apply push-down accounting and reflect in its financial statements the fair value of its assets and liabilities. The Consolidated Financial Statements and footnotes include a black line division between the columns titled "Predecessor" and "Successor" to signify that the amounts shown for the periods prior to and following the Merger are not comparable. The Company has elected to record all expenses that were contingent on the closing of the Merger in the Predecessor period. See Note 2 for additional information on the Merger.

Description of Business — Cincinnati Bell Inc. and its consolidated subsidiaries ("Cincinnati Bell," "we," "our," "us" or the "Company") provide diversified telecommunications and technology services. For ease of reference, the terms “Cincinnati Bell,” “we,” “our Company,” “the Company,” “us,” or “our” as used in this report refer to both the Predecessor and the Successor and their respective subsidiaries.

The Company generates a large portion of its revenue by serving customers in Cincinnati, Ohio, Dayton, Ohio and the islands of Hawaii. An economic downturn or natural disaster occurring in these, or a portion of these, limited operating territories 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.

The Company has receivables with 1 customer, Verizon Communications Inc., which make up ~~11%~~15% and ~~25%~~20% of the outstanding accounts receivable balance at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. Revenue derived from foreign operations was approximately 6% of consolidated revenue for the Successor period and each of the Predecessor periods included within the three and nine months ended September 30, 2021. Revenue derived from foreign operations was approximately 5% of consolidated revenue for the three and nine months ended September 30, ~~2020 and 2019.~~2020.

Basis of Presentation — The Condensed Consolidated Financial Statements of the Company have been prepared pursuant to the rules and regulations of the ~~U.S. Securities and Exchange Commission (“SEC”)~~SEC and, in the opinion of management, include all adjustments necessary for a fair ~~presentation~~statement of the results of operations, other comprehensive income, financial position and cash flows for each period presented.

The adjustments referred to above are of a normal and recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to SEC rules and regulations for interim reporting.

The Company’s Condensed Consolidated Balance Sheet as of December 31, ~~2019~~2020 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s ~~2019~~2020 Annual Report on Form 10-K. ~~Operating results~~

Business Combinations —In accounting for business combinations, we apply the accounting requirements of Accounting Standards Codification 805 (“ASC 805”), “Business Combinations,” which requires the recording of net assets of acquired businesses at fair value. In developing fair value estimates for acquired assets and assumed liabilities, management 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, any contingent consideration is presented at fair value at the date of acquisition, and transaction costs are expensed as incurred. The Company reports in its consolidated financial statements provisional amounts for the ~~three~~items for which accounting is incomplete. Goodwill is adjusted for any changes to provisional amounts made within the measurement period. See Note 2 for disclosures related to mergers and ~~nine months ended September 30, 2020 are not necessarily indicative of the results expected for the full year or any other interim period.~~acquisitions.

Use of Estimates — Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates. In the normal course of business, the Company is 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 U.S. GAAP. Such matters are subject to many uncertainties and outcomes that are not predictable with assurance.

~~On March 13, 2020, in response to the COVID-19 pandemic, the Federal Communications Commission (“FCC”) called on broadband and telephone service providers to keep Americans connected as the~~ country reacts to the serious disruptions caused by the coronavirus outbreak. Cincinnati Bell, on behalf of all of its affiliates, including Hawaiian Telecom, signed on to the Keep Americans Connected pledge (“Pledge”) and committed ~~to waive late fees for, and not terminate service to, any of our consumer or small business customers who did not pay their bills timely due to an inability to pay caused by the COVID-19 crisis~~. The Pledge expired on June 30, 2020 and beginning in July, the Company started initial communications to collect amounts that were past due and reinstated our standard collection practices. In accordance with regulatory orders in Hawaii, the Pledge has continued to be honored for certain regulated services through the date of this filing. ~~As of September 30, 2020, our allowance for credit losses considered the current and potential future impacts caused by COVID-19 on each of the segments based on available information to date.~~ It is reasonably possible that, as the economic factors and impacts of COVID-19 continue to evolve and the full impact of not terminating service is identified, the estimate could change and the effect could be material. While the stay at home orders have eased in certain markets, social distancing mandates communicated by the local, state and federal governments continue to impact how businesses must now operate and ultimately if they can remain open. With the exception of the incremental increase to the allowance for doubtful accounts, the Company is not aware of any other specific events or circumstances that would require updates to the Company’s estimates and judgements, or revisions to the carrying value of its assets or liabilities as of the date of issuance of these financial statements. These estimates may change, as new events occur and additional information is obtained, and such change ~~requires an update in the consolidated financial statements. Actual results could differ from those estimates and any such differences may be material to the financial statements.~~

Accounting Policies — The complete summary of significant accounting policies is included in the notes to the consolidated financial statements as presented in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019.~~2020. The Company’s accounting policies in the Successor Period are consistent with the accounting policies in the Predecessor Period.

Cash, Cash Equivalents and Restricted Cash — Cash 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 consists of funds held in an escrow account associated with the acquisition of substantially all of the operating assets of Paniolo Cable Company, LLC (“Paniolo”). See Note 2 for further information related to this transaction. Restricted cash is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the Condensed Consolidated Statements of Cash Flows. A reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets follows:

Restructuring Liability — As of September 30, 2021, restructuring liabilities have been established for employee separations. As of September 30, 2021 and December 31, 2020, $0.1 million and $4.5 million, respectively, of the restructuring liabilities was included in “Other current liabilities” in the Condensed Consolidated Balance Sheets.

Income taxes — In accordance with ASC 740-270, the Company’s income tax provision for interim periods is determined through the use of an estimated annual effective tax rate applied to year-to-date ordinary income/loss plus or minus the tax effects of discrete items. ~~Since the Company is reporting a net loss before tax, the~~The Company’s estimated annual effective tax rate benefit is lower than statutory rates ~~as a result~~primarily due to the effect of permanent items such as nondeductible transaction costs, portions of officers’ compensation, and meals and entertainment expenses that are not fully deductible for tax. The net effect of several discrete items recorded increased the tax benefit in the nine months ended September 30, 2020. Most significantly, the Company released valuation allowances of $15.3 million during the nine months ended September 30, 2020, which were previously recorded on deferred tax assets related to interest expense for which the tax deduction was limited. The release of these valuation allowances was driven by the enactment of the U.S. Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) on March 27, 2020, which contains provisions that increase the Company’s ability to deduct interest expense. Discrete tax benefits were offset, in part, by the $7.6 million tax effect of nondeductible transaction costs.

Operating taxes — ~~The Company elected to record certain~~Certain operating taxes such as property, sales, use, and gross receipts taxes ~~including telecommunications surcharges~~are reported as expenses in operating income primarily within cost of ~~services and products.~~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. During the three and nine months ended September 30, 2020, the Company had net releases of $0.3 million and $4.7 million, respectively, of sales and use tax reserve due primarily to favorable audit results. Certain telecommunication taxes and surcharges that are collected from customers are also recorded as revenue; however, in accordance with ASC 606, revenue associated with these charges is excluded from the transaction price.

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 requisite 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, expected 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, the Company accounts for forfeitures as they occur. Actual forfeiture activity reduces the total fair value of the awards to be recognized as compensation expense. 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.

In connection with the consummation of the Merger, certain previously granted stock-based awards vested on the Closing Date per the terms of the change of control clauses in each plan and were paid at the share purchase price of $15.50. As a result, the following awards vested and were paid on the date of acquisition: (i) time-based restricted stock units and performance-based stock units associated with the 2019 – 2021 long-term incentive plan granted under the 2017 Long-Term Incentive Plan; (ii) time-based restricted stock units granted to non-employee directors in 2020 under the 2017 Stock Plan for Non-Employee Directors; and (iii) time-based restricted stock units granted under the Hawaiian Telcom 2010 Equity Incentive Plan in the first quarter of 2018 which the Company assumed responsibility for the eventual payout upon the acquisition of Hawaiian Telcom. Due to the accelerated vesting and cash payment of these awards, the Company recorded additional compensation expense of $9.3 million to “Selling, general and administrative” expense in the Predecessor period on the Condensed Consolidated Statements of Operations. As of September 30, 2021, there are 0 outstanding awards granted under the 2017 Long-Term Incentive Plan, 2017 Stock Plan for Non-Employee Directors and Hawaiian Telcom 2010 Equity Incentive Plan.

The Company granted cash-settled awards of $10.5 million in 2020 that originally vested at the end of a three year period. In accordance with the terms of these awards, vesting and payment of the first 25% of the award was accelerated with the consummation of the Merger. The awards remain outstanding in the Successor period and will be paid out 25% at the six month anniversary of the Closing Date and 50% will be paid out on the 18 month anniversary of the Closing Date. The remaining unrecognized compensation expense for the cash-settled awards will be recognized ratably over the remaining 18 months of the award.

Derivative Financial Instruments — The Company accounts for derivative financial instruments by recognizing derivative instruments as either assets or liabilities in the Condensed Consolidated Balance Sheets at fair value and recognizing the resulting gains or losses as adjustments to the Condensed Consolidated Statements of Operations or "Accumulated Other Comprehensive Loss." The Company does not hold or issue derivative financial instruments for trading or speculative purposes.

For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated and qualify as cash flow hedges, the gain or loss on the derivative instrument is reported as a component of "Accumulated Other Comprehensive Loss" in stockholder's equity and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. Derivatives that do not qualify as hedges are adjusted to fair value through earnings in the current period.

~~In August 2020, the~~ ~~Financial Accounting Standards Board ("FASB")~~ ~~issued~~ ~~Accounting Standards Update ("ASU") 2020-06,~~ ~~Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40~~): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. The ASU reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. As compared with current U.S. GAAP, more convertible debt instruments will be reported as a single liability instrument and the interest rate of more convertible debt instruments will be closer to the coupon interest rate. In addition, the ASU increases information related to disclosures for convertible instruments and aligns the consistency of diluted Earnings Per Share ("EPS") calculations for convertible instruments by requiring that (1) an entity use the if-converted method and (2) share settlement be included in the diluted EPS calculation for both convertible instruments and equity contracts when those contracts include an option of cash settlement or share settlement. The ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact this guidance may have on its condensed consolidated financial statements and related disclosures.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU is intended to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. These amendments are effective as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is currently evaluating our contracts and the optional expedients provided by the new standard.

In ~~June 2016,~~December 2019, the FASB issued ASU ~~2016-13, Financial Instruments – Credit Losses~~2019-12, Income Taxes (Topic ~~326)~~740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within Income Taxes (740), ~~which replaces the incurred loss model with~~and clarifies certain aspects of the current ~~expected credit loss (“CECL”) model~~guidance to ~~estimate credit losses for financial assets measured at amortized cost~~promote consistency among reporting entities, and certain off-balance sheet credit exposures. The CECL model requires a company to estimate credit losses expected over the life of the financial assets based on all relevant information including historical information, current conditions and reasonable and supportable forecasts that affect the collectability of the amounts. This standard is effective for ~~public entities~~fiscal years, and for interim periods within those fiscal years, beginning after December 15, ~~2019. The standard requires~~2020. Most amendments within ASU 2019-12 are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective approach by recording a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. ASU 2016-13 was amended in November 2018 by the provisions of ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, in April 2019 by the provisions of ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, in May 2019 by the provisions of ASU 2019-05, Financial Instruments – Credit Loses (Topic 326), and in November 2019 by the provisions of ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses.basis. The Company adopted ~~this ASU and all subsequent amendments~~the standard effective January 1, ~~2020.~~ 2021. The ~~adoption of this standard, as amended,~~Company has evaluated the amendments that must be applied on a retrospective or modified retrospective basis and concluded that no adjustments are necessary. The Company has applied all other amendments on a prospective basis, and the changes did not have a material effect on ~~the Company’s~~its condensed consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standard-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption.

On September 7, 2021, pursuant to the Merger Agreement and in accordance with the applicable provisions of the OGCL, Parent completed the acquisition of Cincinnati Bell in an all cash transaction valued at approximately $3.1 billion, including assumption of debt of $1,357.1 million. Upon the Effective Time, the separate existence of Merger Sub ceased and the Company survived the Merger as a wholly owned subsidiary of Parent.

Pursuant to the Merger Agreement, each of Cincinnati Bell’s issued and outstanding Common Shares was converted into the right to receive $15.50 per share in cash, without interest. Effective September 7, 2021, trading of the Company’s Common Shares was suspended on the New York Stock Exchange (“NYSE”) and the Common Shares were subsequently delisted from the NYSE. On September 22, 2021, the Company redeemed Depositary Shares simultaneously with the redemption of the 6 3/4% Preferred Shares, at a redemption price of $50 per Depositary Share (equivalent to $1,000 per 6 3/4% Preferred Share), and the Depositary Shares were subsequently delisted from the NYSE.

The Company accounted for this transaction as a business combination in accordance with the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values, using primarily Level 3 inputs, as described in Note 8, as of the Merger Date. Transaction costs of the acquirer are not included as a component of consideration transferred but are accounted for as expenses in the period in which such costs are incurred, or, if related to the issuance of debt, capitalized as debt issuance costs. Acquisition-related transaction costs incurred as part of the Merger, primarily included advisory, legal and accounting fees.

The valuation of the assets acquired and liabilities assumed was based on estimated fair values at the Merger Date. The preliminary allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed reflect various preliminary fair value estimates and analyses, including preliminary work performed by third-party valuation specialists, which are subject to change within the measurement period as valuations are finalized. The determination of the final purchase price allocation to specific assets acquired and liabilities assumed is incomplete at September 30, 2021.The primary areas of the preliminary purchase price allocations that are not yet finalized relate to the fair values of property, plant and equipment, the valuation of intangible assets acquired, income and non-income based taxes and goodwill. The Company expects to continue to obtain information to assist in determining the fair value of the net assets acquired as of the Merger Date during the measurement period.

Measurement period adjustments will be applied retrospectively to the Merger Date. However, given the circumstances of this acquisition which closed during the third quarter of 2021, as well as the size and complexity of the transaction, the entire purchase price allocation disclosed herein is considered provisional at this time and subject to adjustment to reflect new information obtained about factors and circumstances that existed as of the Closing Date that if known would have affected the measurement of the amounts recognized as of that date, while the measurement period remains open. We have not finalized the allocation of the purchase price as it requires extensive use of accounting estimates and valuation methodologies in the determination of such fair values. Any subsequent changes in the estimated fair values assumed upon the ~~weighted average number~~finalization of ~~common shares outstanding~~more detailed analysis within the measurement period will change the allocation of the purchase price and will be adjusted during the ~~period. Diluted EPS reflects~~period in which the ~~potential dilution that would occur upon issuance~~amounts are determined. The allocation of ~~common shares~~goodwill to our Entertainment and Communications reporting unit and IT Services and Hardware reporting unit is preliminary as of the date of this filing.

The purchase price for ~~awards under stock-based compensation plans or conversion~~Cincinnati Bell Inc. consisted of ~~preferred stock, but only~~the following:

Based on fair value estimates, the purchase price has been allocated on a preliminary basis to individual assets acquired and liabilities assumed as follows:

In connection with this acquisition, the Company recorded goodwill attributable to increased access to a diversified customer base, acquired workforce in the United States, Canada, United Kingdom and India with industry expertise and expected synergies. The goodwill related to this acquisition is not deductible for tax purposes.

The Company recorded definite-lived intangible assets related to the ~~extent that they are considered dilutive.~~

customer relationships, trade names and technology and an indefinite-lived intangible asset related to FCC licenses. The ~~following table shows~~preliminary fair value of the ~~computation~~most significant identified intangible assets, customer relationships and trade names, were valued using the multi-period excess earnings method and relief from royalty method, under the income approach. The Company applied judgment which involved the use of ~~basic~~significant assumptions with respect to revenue growth rates, customer attrition rate, discount rate and ~~diluted EPS:~~terminal growth rate in relation to the customer relationships and royalty rates and discount rate in relation to the trade names. The preliminary fair values of the identifiable intangible assets acquired on the Merger Date were as follows:

Transaction costs were expensed as incurred and recorded to “Transaction and integration costs” on the ~~three~~Condensed Consolidated Statements of Operations. Cincinnati Bell Inc. incurred cumulative transaction costs associated with the Merger Agreement of $64.4 million recorded in the Predecessor periods, of which $54.6 million was recorded in the Predecessor period of 2021 and $8.7 million was recorded in the nine months ended September 30, ~~2020~~2020. NaN transaction costs related to the Merger were recorded in the Successor period. Transaction costs of $44.0 million that were paid on the Merger Date were recorded in the Predecessor period and ~~2019,~~included as an assumed liability. Additionally, $2.9 million of severance associated with a change of control clause in an employee’s contract was recorded in the Predecessor period and is expected to be paid in the fourth quarter of 2021. Transaction-related bonuses of $5.3 million were also recorded in the Predecessor period but due to timing of payroll, were paid prior to the Merger Date.

Additional expenses recorded in the Predecessor period include certain stock-based compensation awards that were accelerated upon the Merger Date, which resulted in a nonrecurring expense of $9.3 million that was recorded to SG&A, and Loss on Extinguishment of Debt of $10.7 million due to the repayment of the Corporate Credit Agreement at the Effective Time. Stock-based compensation was paid on the Merger Date and included in the cash consideration for Cincinnati Bell Inc. stock.

Subsequent to the Merger Date, the Company ~~had~~issued a ~~net loss available to common shareholders~~new Credit Agreement and Term Loan due 2028 for which note issuance costs of $32.0 million were capitalized as a ~~result, all common stock equivalents~~reduction to the outstanding debt balances and a Revolving Credit Facility due 2026 for which note issuance costs of $6.1 million were ~~excluded from~~capitalized to “Other noncurrent assets” on the ~~computation of diluted EPS as their inclusion would have been anti-dilutive. For all periods presented, preferred stock convertible~~Condensed Consolidated Balance Sheets.

Prior to entering into ~~0.9 million common shares was excluded as it was anti-dilutive.~~

~~On December 21, 2019,~~the Merger Agreement, the Company previously entered into an Agreement and Plan of Merger, ~~(as~~dated December 21, 2019, (as amended from time to time, the “Brookfield Merger Agreement”) with affiliates of the Brookfield Infrastructure Group (“Brookfield”), the infrastructure investment division of Brookfield Asset Management, which was subsequently amended. ~~Pursuant to the amended Brookfield Merger Agreement, the Company would be acquired~~ ~~by an affiliate of Brookfield for $14.50 per Common Share.~~

On March 13, 2020, the Company terminated the Brookfield Merger Agreement and entered into ~~an Agreement and Plan of~~the Merger ~~(the “MIP Merger Agreement”)~~Agreement. ~~pursuant to which the Company will be acquired by an affiliate of~~ ~~Macquarie Infrastructure Partners V (“MIP”), a fund managed by Macquarie Infrastructure and Real Assets~~ (the “MIP Merger”). At the effective time of the MIP Merger (the “Effective Time”), each of our issued and outstanding Common Shares will be converted into the right to receive $15.50 in cash per Common Share, without interest, and the ~~6 3/4% Cumulative Convertible Preferred Shares will remain issued and outstanding as 6~~ ³/₄~~% Cumulative Convertible Preferred Shares of the Company, without par value, following the Effective Time.~~

In connection with the termination of the Brookfield Merger Agreement in the first quarter of 2020, the Company paid to an affiliate of Brookfield a termination fee of $24.8 million as required by the terms of the Brookfield Merger Agreement. The termination fee is recorded in “Transaction and integration costs” on the Condensed Consolidated Statements of ~~Operations.~~Operations in the Predecessor period.

On August 31, 2021, the Company acquired substantially all of the operating assets of Paniolo Cable Company, LLC (the “Paniolo Acquisition”), previously held by the bankruptcy estate of Paniolo, which include inter-island submarine and middle-mile terrestrial fiber infrastructure assets in Hawaii as well as central offices and landing stations for the submarine fiber. The Company accounted for the Paniolo Acquisition as an asset acquisition under ASC 805-10-55 “Business Combinations” because the assets acquired from Paniolo do not include an assembled workforce, and the gross value of the assets acquired meets the screen test in ASC 805-10-55-5A related to substantially all of the fair value being concentrated in a single asset or group of assets (i.e., the fiber infrastructure assets) and, thus, the assets are not considered a business. The acquisition of Paniolo’s assets augments the Company’s existing backbone network and increases the Company’s total submarine and terrestrial fiber footprint by more than 400 miles.

The ~~consummation~~aggregate purchase price paid upon closing of the ~~MIP Merger is subject to customary closing conditions, including (i)~~Paniolo Acquisition after transactional costs was $52.3 million, consisting of $29.3 million in cash and $23.0 million in committed purchase money financing. As of September 30, 2021 an insignificant amount of transaction costs are recorded in “Accounts Payable” on the ~~adoption~~Condensed Consolidated Balance Sheets. The assets are recorded as network equipment and buildings in “Property, plant and equipment, net” on the Condensed Consolidated Balance Sheets. As of September 30, 2021, $0.5 million and $22.4 million of the ~~MIP Merger Agreement by~~committed purchase money financing was recorded in “Current portion of long-term debt” and “Long-term debt, less current portion,” respectively, on the ~~affirmative vote~~Condensed Consolidated Balance Sheets. As of ~~the holders of at least two-thirds of all outstanding Common Shares and 6~~ ³/₄% Cumulative Convertible Preferred Shares, voting as a single class; (ii) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the receipt of any required consents or approvals from (a) the Committee on Foreign Investment in the United States, (b) the Federal Communications Commission, (c) state public service and state public utility commissions and (d) local regulators in connection with the provision of telecommunications and media services; and (iv) the absence of any legal restraint preventing the consummation of the MIP Merger. On May 7, 2020, the shareholders of the Company adopted the MIP Merger Agreement at a virtual special meeting of shareholders.

~~The MIP Merger Agreement contains representations and warranties and covenants of the parties customary for a transaction of this nature.~~

The MIP Merger is expected to close in the first half of 2021, although there can be no assurance that the MIP Merger will occur by that date. At the Effective Time, the Company will cease to be a publicly traded company as a result of the completion of the MIP Merger.

~~Consent Solicitation for 7.000% Senior Notes due 2024 and 8.000% Senior Notes due 2025~~

~~On June 15,~~December 31, 2020, the Company ~~announced that it had commenced consent solicitations (the “Consent Solicitations”) with respect~~funded $5.0 million to ~~certain proposed amendments~~an escrow account to the (i) indenture, dated as of September 22, 2016 (as supplemented and amended, the “2024 Notes Indenture”) governing its 7.000% Senior Notes due 2024 (the “2024 Notes”) and (ii) indenture, dated as of October 6, 2017 (as supplemented and amended, the “2025 Notes Indenture,” and together with the 2024 Notes Indenture, the “Indentures”) governing its 8.000% Senior Notes due 2025 (the “2025 Notes,” and together with the 2024 Notes, the “Notes”).

Upon the terms and subject to the conditions described in the consent solicitation statement, dated June 15, 2020 (as supplemented by the Company's press release, dated June 22, 2020, the Company's press release, dated June 25, 2020, the supplement to the consent solicitation statement, dated June 25, 2020 and the Company's press release, dated June 30, 2020, the “Consent Solicitation Statement”), the Company solicited consents in order to (i) amend the definition of “Change of Control” in the Indentures so that the MIP Merger would not constitutefund a Change of Control and (ii) add a definition of, and designate certain persons, including MIP and its affiliates and Ares Management Corporation and its affiliates as, “Permitted Holders” (collectively, the “Proposed Amendments”).

~~On July 2, 2020 (the “Effective Date”), following receipt~~portion of the requisite consents from holders of the Notes pursuant to the Consent Solicitations to amend certain provisions of the Indentures, which Consent Solicitations expired at 5:00 p.m., New York City time on July 2, 2020, the Company, certain of the Company’s subsidiaries, as guarantors,purchase price and ~~Regions Bank, as trustee,~~ entered into ~~a sixth supplemental indenture, dated as of July 2, 2020 (the “Sixth Supplemental Indenture”)~~an agreement with Paniolo to maintain the 2024 Notes Indenture and a second supplemental indenture, dated as of July 2, 2020 to the 2025 Notes Indenture (the “Second Supplemental Indenture”, and, together with the Sixth Supplemental Indenture, the “Supplemental Indentures”).

Subject to the terms and conditions in the Consent Solicitation Statement (including the consummation of the MIP Merger), holders who validly delivered (and did not validly revoke) their consents on orPaniolo network prior to the Effective Date are eligible to receive (i) with respect to the 2024 Notes, an aggregate cash payment of $2,812,500, on a pro rata basis (based on aggregate principal amount of 2024 Notes for which consents have been validly delivered and not revoked), and (ii) with respect to the 2025 Notes, an aggregate cash payment of $1,050,000, on a pro rata basis (based on aggregate principal amount of 2025 Notes for which consents have been validly delivered and not revoked). The Company expects to make this cash payment substantially concurrently with the consummationclose of the ~~MIP Merger.~~acquisition. This escrow amount was classified as restricted cash and recorded in “Other noncurrent assets” on the Condensed Consolidated Balance Sheets as of December 31, 2020.

The Supplemental Indentures became effective upon execution thereof, but the Proposed Amendments will only become operative upon the occurrence of certain conditions described in the Supplemental Indentures, including payment of the consent fees pursuant to the Consent Solicitations. If the conditions described in the Supplemental Indentures are not satisfied, the Indentures will revert to the form in effect immediately prior to the Effective Date. In addition, subject to the terms and conditions described in the Consent Solicitation Statement and upon satisfaction or waiver of such conditions, including the consummation of the MIP Merger, the Company will secure the Notes and the related guarantees on a ~~pari passu~~ basis (subject to certain exceptions) with the new senior secured credit facilities expected to be entered into in connection with the MIP Merger (the “Collateral”). Any Collateral granted by the Company (but not its subsidiaries) to secure the Notes will also secure the Issuer’s 7.25% Senior Notes due 2023 and any Collateral granted by the Company’s subsidiary Cincinnati Bell Telephone Company LLC (“CBT”) to secure the Notes will also secure CBT’s 6.30% Senior Notes due 2028, in each case on an equal and ratable basis.

The Entertainment and Communications segment provides products and services to both residential and commercial customers that can be categorized as either Fioptics in Cincinnati or Consumer/SMB Fiber in Hawaii (collectively, "Consumer/~~SMB"~~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 ~~includes~~include both residential and commercial customers. Enterprise Fiber revenue includes ethernet and dedicated internet access services that are provided to enterprise customers, as well as revenue associated with the Southeast Asia to United States ("SEA-US") trans-Pacific submarine cable ~~("SEA-US").~~system.

Residential customers have implied month-to-month contracts. Commercial customers, with the exception of contracts associated with the SEA-US cable system, 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 cable system 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 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 120 days. Subsequent to the acquisition of Hawaiian Telcom Holdco., Inc. ("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 primarily associated with the SEA-US. The IRU contracts~~ typically have a duration ranging from 15 to 25 years.

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. The transaction price identified in the contract 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 contracts. In most instances, contract modifications are for the addition or reduction of services that are distinct, and price changes are based on the stand-alone selling price of the service and, as such, are accounted for on 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 transaction price identified in the contract is allocated to each performance obligation using the stand-alone selling price of each distinct good or service in the contract.

Certain customers of the 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 estimated projection of sales volume. Estimates are reassessed quarterly.

Performance obligations are satisfied either over time as services are performed or at a point 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 services provided to the customer. Management considers this a faithful depiction of the 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 has elected the practical expedients detailed at ASC 606-10-50-13, revenue for these unsatisfied performance obligations that will be billed in future periods has not been disclosed.

As of September 30, ~~2020,~~2021, our estimated revenue, including a financing component, expected to be recognized in the future related to performance obligations associated with customer contracts that are unsatisfied (or partially unsatisfied) is $~~35.5~~$138.0 million. Approximately ~~80%~~75% of this revenue is related to a new IRU ~~contracts associated with~~contract entered into in the ~~SEA-US.~~Successor period to provide dedicated fiber routes for a period of 20 years. Certain IRU contracts extend for periods of up to 30 years and are invoiced at the beginning of the contract term. The revenue from such contracts is recognized over time as services are provided over the contract term. The expected revenue to be recognized for existing IRU contracts is as follows:

(dollars in millions)
Three months ended December 31, 2020	$	0.8
2021		2.5
Three months ended December 31, 2021			$	0.8
2022		2.6		4.0
2023		2.5		6.1
2024		2.6		7.9
2025				7.9
Thereafter		24.5		111.3

The Company has identified four distinct performance obligations in the Entertainment and Communications segment, namely Data, Voice, Video and Other. For each of the Data, Voice and Video services, service is delivered to the customer continuously and in a substantially similar manner for each period of the agreement, the customer takes full control over the services as the service is delivered, and as such, Data, Voice and Video are identified to be a series of distinct services. 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, routed network services, SONET (Synchronous Optical Network), 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 residential and commercial 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, 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.

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 data and VoIP services, tailored solutions that include converged IP communications of data, voice, video and mobility applications, enterprise long distance, MPLS (Multi-Protocol Label Switching) and conferencing services. Cloud services include storage, backup, disaster recovery, SLA-based monitoring and management, cloud computing and cloud consulting. Consulting services provide customers with IT staffing, consulting and emerging technology solutions. Infrastructure Solutions includes the sale of hardware and maintenance contracts as well as installation projects.

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 vendor 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 are determined based on either a margin percentage range, minimum margin percentage or discount from standard price ~~list.~~list if it is determined to be representative of stand-alone selling price.

For hardware sales, revenue is recognized net of the cost of product and is recognized when the hardware is either shipped or delivered in accordance with the terms of the contract. 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.

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 in which 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 for each product. 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 is 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 have been 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.

	Successor
	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 September 8, 2021 (remeasured upon Merger)	$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Additions		0.2			0.3			0.5			0.8			0			0.8			1.0			0.3			1.3
Amortization		0			0			0			0			0			0			0			0			0
Balance as of September 30, 2021	$	0.2		$	0.3		$	0.5		$	0.8		$	0		$	0.8		$	1.0		$	0.3		$	1.3


	Predecessor
	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 December 31, 2020	$	3.5		$	3.9		$	7.4		$	15.8		$	3.6		$	19.4		$	19.3		$	7.5		$	26.8
Additions		0.9			1.0			1.9			2.6			0			2.6			3.5			1.0			4.5
Amortization		(1.9	)		(0.7	)		(2.6	)		(2.7	)		(0.4	)		(3.1	)		(4.6	)		(1.1	)		(5.7	)
Balance as of March 31, 2021		2.5			4.2			6.7			15.7			3.2			18.9			18.2			7.4			25.6
Additions		0.9			0.8			1.7			2.6			0.2			2.8			3.5			1.0			4.5
Amortization		(1.9	)		(0.7	)		(2.6	)		(2.3	)		(0.3	)		(2.6	)		(4.2	)		(1.0	)		(5.2	)
Balance as of June 30, 2021		1.5			4.3			5.8			16.0			3.1			19.1			17.5			7.4			24.9
Additions		0.7			0.8			1.5			2.0			0.2			2.2			2.7			1.0			3.7
Amortization		(1.4	)		(0.5	)		(1.9	)		(1.7	)		(0.4	)		(2.1	)		(3.1	)		(0.9	)		(4.0	)
Balance as of September 7, 2021	$	0.8		$	4.6		$	5.4		$	16.3		$	2.9		$	19.2		$	17.1		$	7.5		$	24.6

Fulfillment costs and costs of acquisition were remeasured in the Successor period in accordance with ASC 805.

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 December 31, 2019

$
8.0

$
4.1

$
12.1

$
14.8

$
2.3

$
17.1

$
22.8

$
6.4

$
29.2

Additions

0.9

0.5

1.4

2.3

0.3

2.6

3.2

0.8

4.0

Amortization

(2.1
)

(0.6
)

(2.7
)

(2.0
)

(0.4
)

(2.4
)

(4.1
)

(1.0
)

(5.1
)
Balance as of March 31, 2020

6.8

4.0

10.8

15.1

2.2

17.3

21.9

6.2

28.1

Additions

0.9

0.4

1.3

2.2

0.3

2.5

3.1

0.7

3.8

Amortization

(2.0
)

(0.6
)

(2.6
)

(2.0
)

(0.4
)

(2.4
)

(4.0
)

(1.0
)

(5.0
)
Balance as of June 30, 2020

5.7

3.8

9.5

15.3

2.1

17.4

21.0

5.9

26.9

Additions

0.9

0.6

1.5

2.3

0.1

2.4

3.2

0.7

3.9

Amortization

(2.0
)

(0.6
)

(2.6
)

(2.1
)

(0.3
)

(2.4
)

(4.1
)

(0.9
)

(5.0
)
Balance as of September 30, 2020

4.6

3.8

8.4

15.5

1.9

17.4

20.1

5.7

25.8

The Company recognizes a liability for cash received upfront for IRU contracts. At September 30, ~~2020~~2021 and December 31, ~~2019, $1.6~~2020, $1.7 million and ~~$1.5~~$1.6 million, respectively, of contract liabilities were included in "Other current liabilities." At September 30, ~~2020~~2021 and December 31, ~~2019, $26.6~~2020, $58.1 million and ~~$27.1~~$26.2 million, respectively, of contract liabilities were included in "Other noncurrent liabilities."

The following table presents revenues disaggregated by product and service lines:

	Three Months Ended September 30,						Nine Months Ended September 30,						Successor			Predecessor			Predecessor			Successor			Predecessor			Predecessor
(dollars in millions)	2020			2019			2020			2019			September 8, 2021 to September 30, 2021			July 1, 2021 to September 7, 2021			Three Months Ended September 30, 2020			September 8, 2021 to September 30, 2021			January 1, 2021 to September 7, 2021			Nine Months Ended September 30, 2020
Data	$	119.8		$	119.5		$	358.8		$	356.5		$	31.6		$	91.7		$	119.8		$	31.6		$	334.6		$	358.8
Video		48.1			50.2			145.1			153.5			12.2			35.3			48.1			12.2			131.8			145.1
Voice		65.5			70.7			197.6			215.4			15.8			46.8			65.5			15.8			177.3			197.6
Other		7.6			8.1			23.0			23.9			2.1			6.6			7.6			2.1			20.5			23.0
Total Entertainment and Communications		241.0			248.5			724.5			749.3			61.7			180.4			241.0			61.7			664.2			724.5
Consulting		49.4			37.6			138.5			114.6			21.6			56.5			49.4			21.6			193.6			138.5
Cloud		21.1			22.6			63.0			69.8			6.6			18.7			21.1			6.6			66.4			63.0
Communications		53.9			51.3			160.3			147.0			14.2			40.1			53.9			14.2			149.1			160.3
Infrastructure Solutions		30.8			29.0			82.7			85.6			9.6			23.4			30.8			9.6			83.3			82.7
Total IT Services and Hardware		155.2			140.5			444.5			417.0			52.0			138.7			155.2			52.0			492.4			444.5
Intersegment revenue		(6.7	)		(6.5	)		(19.5	)		(20.0	)		(2.3	)		(4.5	)		(6.7	)		(2.3	)		(17.9	)		(19.5	)
Total revenue	$	389.5		$	382.5		$	1,149.5		$	1,146.3		$	111.4		$	314.6		$	389.5		$	111.4		$	1,138.7		$	1,149.5

																			Successor
	Three Months Ended September 30,																		September 8, 2021 to September 30, 2021
(dollars in millions)	Entertainment and Communications				IT Services and Hardware				Intersegment revenue elimination						Total				Entertainment and Communications		IT Services and Hardware		Intersegment revenue elimination			Total
	2020		2019		2020		2019		2020			2019			2020		2019
Products and Services transferred at a point in time	$	6.6	$	7.7	$	34.1	$	33.5	$	0		$	0		$	40.7	$	41.2	$	2.1	$	11.1	$	0		$	13.2
Products and Services transferred over time		229.5		235.5		119.3		105.8		0			0			348.8		341.3		58.0		40.2		0			98.2
Intersegment revenue		4.9		5.3		1.8		1.2		(6.7	)		(6.5	)		—		—		1.6		0.7		(2.3	)		—
Total revenue	$	241.0	$	248.5	$	155.2	$	140.5	$	(6.7	)	$	(6.5	)	$	389.5	$	382.5	$	61.7	$	52.0	$	(2.3	)	$	111.4


																			Predecessor
																			July 1, 2021 to September 7, 2021
(dollars in millions)																			Entertainment and Communications		IT Services and Hardware		Intersegment revenue elimination			Total
Products and Services transferred at a point in time																			$	4.1	$	25.1	$	0		$	29.2
Products and Services transferred over time																				172.9		112.5		0			285.4
Intersegment revenue																				3.4		1.1		(4.5	)		—
Total revenue																			$	180.4	$	138.7	$	(4.5	)	$	314.6

																			Predecessor
																			Three Months Ended September 30, 2020
(dollars in millions)																			Entertainment and Communications		IT Services and Hardware		Intersegment revenue elimination			Total
Products and Services transferred at a point in time																			$	6.6	$	34.1	$	0		$	40.7
Products and Services transferred over time																				229.5		119.3		0			348.8
Intersegment revenue																				4.9		1.8		(6.7	)		—
Total revenue																			$	241.0	$	155.2	$	(6.7	)	$	389.5

																			Successor
	Nine Months Ended September 30,																		September 8, 2021 to September 30, 2021
(dollars in millions)	Entertainment and Communications				IT Services and Hardware				Intersegment revenue elimination						Total				Entertainment and Communications		IT Services and Hardware		Intersegment revenue elimination			Total
	2020		2019		2020		2019		2020			2019			2020		2019
Products and Services transferred at a point in time	$	19.1	$	23.6	$	93.2	$	95.2	$	0		$	0		$	112.3	$	118.8	$	2.1	$	11.1	$	0		$	13.2
Products and Services transferred over time		690.6		709.2		346.6		318.3		0			0			1,037.2		1,027.5		58.0		40.2		0			98.2
Intersegment revenue		14.8		16.5		4.7		3.5		(19.5	)		(20.0	)		—		—		1.6		0.7		(2.3	)		—
Total revenue	$	724.5	$	749.3	$	444.5	$	417.0	$	(19.5	)	$	(20.0	)	$	1,149.5	$	1,146.3	$	61.7	$	52.0	$	(2.3	)	$	111.4


																			Predecessor
																			January 1, 2021 to September 7, 2021
(dollars in millions)																			Entertainment and Communications		IT Services and Hardware		Intersegment revenue elimination			Total
Products and Services transferred at a point in time																			$	15.8	$	90.1	$	0		$	105.9
Products and Services transferred over time																				635.3		397.5		0			1,032.8
Intersegment revenue																				13.1		4.8		(17.9	)		—
Total revenue																			$	664.2	$	492.4	$	(17.9	)	$	1,138.7

																			Predecessor
																			Nine Months Ended September 30, 2020
(dollars in millions)																			Entertainment and Communications		IT Services and Hardware		Intersegment revenue elimination			Total
Products and Services transferred at a point in time																			$	19.1	$	93.2	$	0		$	112.3
Products and Services transferred over time																				690.6		346.6		0			1,037.2
Intersegment revenue																				14.8		4.7		(19.5	)		—
Total revenue																			$	724.5	$	444.5	$	(19.5	)	$	1,149.5

In connection with the Merger, a fair value step-up of $162.1 million was recorded to property, plant and equipment (“PP&E”). The estimated fair value of the PP&E was determined using Level 3 inputs within the fair value hierarchy, as described in Note 8. A combination of cost and market approaches were used to estimate the fair values of the PP&E as of the Merger Date. The depreciable lives of property, plant and equipment remained consistent in the Successor period as compared to the Predecessor period. See Note 2 for additional information regarding the Merger.

Depreciation expense on property, plant and equipment, including assets accounted for as finance leases, totaled $21.8 million in the Successor period and $49.4 million and $185.0 million, respectively, in the Predecessor periods included within the three and nine months ended September 30, 2021. Depreciation expense on property, plant and equipment, including assets accounted for as finance leases, totaled $68.3 million and $210.0 million, respectively, for the three and nine months ended September 30, 2020.

NaN asset impairment losses were recognized for the Successor period, the Predecessor periods included within the three and nine months ended September 30, 2021 and the three and nine months ended September 30, 2020.

									Successor
(dollars in millions)	IT Services and Hardware			Entertainment and Communications		Total Company			IT Services and Hardware		Entertainment and Communications		Total Company
Goodwill, balance as of December 31, 2019	$	148.1		$	12.4	$	160.5
Goodwill, balance as of September 8, 2021 (remeasured upon Merger)									$	0	$	0	$	0
Activity during the year:
Merger										157.4		488.9		646.3
Goodwill, balance as of September 30, 2021									$	157.4	$	488.9	$	646.3

									Predecessor
(dollars in millions)									IT Services and Hardware		Entertainment and Communications		Total Company
Goodwill, balance as of December 31, 2020									$	149.1	$	12.4	$	161.5
Activity during the year:
Currency translations		(1.2	)		0		(1.2	)		0.7		0		0.7
Goodwill, balance as of September 30, 2020	$	146.9		$	12.4	$	159.3
Goodwill, balance as of September 7, 2021									$	149.8	$	12.4	$	162.2

As mentioned in Note 2, in connection with the Merger, the Company’s assets and liabilities were measured at fair value as of the date of the Merger. The allocation of goodwill to our Entertainment and Communications reporting unit and IT Services and Hardware reporting unit is preliminary as of the date of this filing.

NaN impairment losses were recognized in goodwill for the Successor period, the Predecessor periods included within the three and nine months ended September 30, ~~2020~~2021 and ~~2019.~~the three and nine months ended September 30, 2020.

															Successor							Predecessor
	September 30, 2020							December 31, 2019							September 30, 2021							December 31, 2020
	Gross Carrying		Accumulated			Net		Gross Carrying		Accumulated			Net		Gross Carrying		Accumulated			Net		Gross Carrying		Accumulated			Net
(dollars in millions)	Amount (a)		Amortization			Amount		Amount (a)		Amortization			Amount		Amount		Amortization			Amount		Amount		Amortization			Amount
Intangible assets subject to amortization
Customer relationships	$	140.0	$	(36.0	)	$	104.0	$	140.8	$	(28.4	)	$	112.4	$	850.0	$	(7.1	)	$	842.9	$	141.6	$	(38.9	)	$	102.7
Trade names		40.9		(8.4	)		32.5		41.3		(6.0	)		35.3		108.0		(1.2	)		106.8		41.7		(9.4	)		32.3
Technology		9.8		(2.9	)		6.9		9.9		(2.2	)		7.7		5.0		(0.1	)		4.9		9.9		(3.2	)		6.7
Total	$	190.7	$	(47.3	)	$	143.4	$	192.0	$	(36.6	)	$	155.4		963.0		(8.4	)		954.6		193.2		(51.5	)		141.7
Intangible assets not subject to amortization
FCC licenses and spectrum usage rights																6.6		—			6.6		6.4		—			6.4
Total intangible assets															$	969.6	$	(8.4	)	$	961.2	$	199.6	$	(51.5	)	$	148.1

In connection with the Merger, the company recorded $969.6 million of intangible assets, as shown in the table above, representing the fair values at the Merger Date. See Note 2 for additional information regarding the Merger. They are amortized over their useful lives based on a number of assumptions including the estimated period of economic benefit and utilization.

In the Successor period, amortization expense for finite-lived intangible assets was ~~$3.6~~$8.4 million. In the Predecessor periods included within the three and nine months ended September 30, 2021, amortization expense for finite-lived intangible assets was $2.7 million and ~~$10.8~~$9.9 million, ~~for~~respectively. In the three and nine months ended September 30, 2020, ~~respectively. Amortization~~amortization expense for finite-lived intangible assets was ~~$3.7~~$3.6 million and ~~$11.0~~$10.8 million, respectively. NaN impairment losses were recognized for the Successor period, the Predecessor periods included within the three and nine months ended September 30, 2019, respectively. In addition to amortization expense, the changes in definite-lived intangible assets from December 31, 2019 to September 30, 2020 are due to foreign currency translation. NaN impairment losses were recognized for2021 and the three and nine months ended September 30, ~~2020 and 2019.~~2020.

The estimated useful lives for each finite-lived intangible asset class are as follows:

(dollars in millions)
Three months ended December 31, 2020	$	3.6
2021		14.1
Three months ended December 31, 2021			$	33.0
2022		13.9		120.0
2023		13.5		112.9
2024		13.3		103.8
2025				92.1
Thereafter		85.0		492.8
Total	$	143.4	$	954.6

During the third quarter of 2020, the Company participated in Auction 105 conducted by the FCC for Priority Access Licenses of the Citizens Band Radio Service Spectrum (“CBRS”). In September 2020, the FCC announced that the Company was the winning bidder of 56 wireless spectrum licenses for an aggregate price of $6.2 million. Prior to the inception of Auction 105 in June 2020, the Company deposited $1.7 million with the FCC. The deposit is included in “Other current assets” as of September 30, 2020 in the Condensed Consolidated Balance Sheets. On October 1, 2020, the Company paid the FCC the remaining $4.5 million of the purchase price for the licenses won in the auction. The Company expects the licenses to be transferred in the fourth quarter of 2020.

	September 30,			December 31,			Successor			Predecessor
(dollars in millions)	2020			2019			September 30, 2021			December 31, 2020
Current portion of long-term debt:
Credit Agreement - Tranche B Term Loan due 2024	$	6.0		$	6.0
Corporate Credit Agreement - Tranche B Term Loan due 2024							$	0		$	6.0
Credit Agreement - Term Loan due 2028								1.5			0
Paniolo Fiber Assets Financing Arrangement								0.5			0
Other financing arrangements		2.0			2.0			0.9			1.9
Finance lease liabilities		13.6			14.3			10.1			13.9
Current portion of long-term debt		21.6			22.3			13.0			21.8
Long-term debt, less current portion:
Receivables Facility		179.5			131.5			75.1			182.0
Credit Agreement - Revolving Credit Facility		57.0			57.0
Corporate Credit Agreement - Revolving Credit Facility								0			67.0
Credit Agreement - Revolving Credit Facility due 2026								0			0
Credit Agreement - Tranche B Term Loan due 2024		582.0			586.5			0			580.5
7 1/4% Senior Notes due 2023		22.3			22.3
7% Senior Notes due 2024		625.0			625.0
8% Senior Notes due 2025		350.0			350.0
Various Cincinnati Bell Telephone notes		87.9			87.9
Credit Agreement - Term Loan due 2028								148.5			0
7 1/4% Senior Notes due 2023 ⁽¹⁾								24.3			22.3
7% Senior Notes due 2024 ⁽¹⁾								637.2			625.0
8% Senior Notes due 2025 ⁽¹⁾								365.5			350.0
Various Cincinnati Bell Telephone notes ⁽¹⁾								97.8			87.9
Paniolo Fiber Assets Financing Arrangement								22.4			0
Other financing arrangements		1.3			3.2			0.5			0.9
Finance lease liabilities		50.3			59.5			47.1			52.1
		1,955.3			1,922.9			1,418.4			1,967.7
Net unamortized premium	��	1.1			1.3
Unamortized note issuance costs		(20.0	)		(22.9	)
Net unamortized premium ⁽²⁾								—			1.1
Unamortized note issuance costs ⁽³⁾								(35.5	)		(18.9	)
Long-term debt, less current portion		1,936.4			1,901.3			1,382.9			1,949.9
Total debt	$	1,958.0		$	1,923.6		$	1,395.9		$	1,971.7

The estimated fair value of the Company’s borrowings, was determined using Level 2 inputs within the fair value hierarchy, as described in Note 8. Based on closing or estimated market prices of the Company’s debt, a fair-value step-up of $39.6 million was recorded as of the Merger Date.

Consent Solicitation for 7.000% Senior Notes due 2024 and 8.000% Senior Notes due 2025

On July 2, 2020, the Company announced the successful completion of the consent solicitations with respect to certain proposed amendments to the change of control provisions contained in the (i) indenture, dated as of September 22, 2016 (as supplemented and amended, the “2024 Notes Indenture”) governing its 7.000% Senior Notes due 2024 (the “2024 Notes”) and (ii) indenture, dated as of October 6, 2017 (as supplemented and amended, the “2025 Notes Indenture,” and together with the 2024 Notes Indenture, the “Indentures”) governing its 8.000% Senior Notes due 2025 (the “2025 Notes,” and together with the 2024 Notes, the “Notes”).

On July 2, 2020, the Company, certain of the Company’s subsidiaries, as guarantors, and Regions Bank, as trustee, entered into supplemental indentures to the Indentures to effectuate the amendments, which became operative substantially concurrently with the consummation of the Merger on September 7, 2021, when the Company paid the consent fees that totaled $3.9 million to the holders of the Notes. These fees were capitalized as a reduction to the outstanding debt balances as of the Merger Date.

In connection with the Merger Agreement, at the Effective Time (the date on which the Effective Time occurred, the “Closing Date”) 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 $275 million senior secured revolving credit facility, including both a letter of credit subfacility of up to $40 million and a swingline loan subfacility of up to $10 million (the “Revolving Credit Facility due 2026”) and (ii) a seven-year $150 million senior secured term loan facility (the “Term Loan due 2028”). The Revolving Credit Facility due 2026 expires in September 2026, and the Term Loan due 2028 expires in September 2028. Borrowings under the Term Loan due 2028 were used in part to finance a portion of the fees and expenses relating to the acquisition of the Company ~~had $57.0 million~~and the establishment of ~~outstanding borrowings on~~the Credit Agreement, to refinance existing company indebtedness, and for working capital and general corporate purposes. Borrowings under the Revolving Credit Facility ~~leaving $143.0~~due 2026 may be used to provide ongoing working capital as well as for other general corporate purposes of the Company.

Borrowings under the Term Loan due 2028 will bear interest, initially, at a rate equal to, at the Company’s option, either:

From and after the delivery by the Company to the administrative agent for the Credit Agreement of financial statements for the first fiscal quarter ended after the Closing Date, the applicable margin over the base rate or Eurocurrency rate for the Term Loan due 2028 will be in the range of (x) 3.75% and 4.75% (for Eurocurrency loans) and (y) 2.75% and 3.75% (for base rate loans) based on a pricing grid as determined by reference to the applicable Secured Net Leverage Ratio (as defined in the Credit Agreement) for the most recent four fiscal quarter period for which financial statements have been delivered.

The Company incurred deferred financing costs of $32.0 million ~~available for borrowings~~related to the issuance of the Term Loan due 2028 and capitalized as a reduction to the outstanding debt balances as of the Merger Date.

Borrowings under the Revolving Credit Facility due 2026 will bear interest, initially, at a rate equal to, at the Company’s option, either:

From and after the delivery by the Company to the administrative agent for the Credit Agreement of financial statements for the first fiscal quarter ended after the Closing Date, the applicable margin over the base rate or Eurocurrency rate for the Revolving Credit Facility due 2026 will be in the range of (x) 3.75% and 4.25% (for Eurocurrency loans) and (y) 2.75% and 3.25% (for base rate loans) based on a pricing grid as determined by reference to the applicable Secured Net Leverage Ratio for the most recent four fiscal quarter period for which financial statements have been delivered.

The base rate and Eurodollar rate for the Term Loan due 2028 and the Revolving Credit Facility due 2026 (collectively, the “Facilities”) are subject to a 0.00% floor.

In addition, the Company will be required to pay a commitment fee on any unused portion of the Revolving Credit Facility due 2026 at a rate of 0.50% per annum, or, if the Secured Net Leverage Ratio for the most recent four fiscal quarter period for which financial statements have been delivered 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 September 30, ~~2020. The~~2021, there were 0 borrowings under the Revolving Credit Facility due 2026, leaving $275.0 million available.

One of the syndicated lenders in the Credit Agreement ~~expires~~is a cooperative bank owned by its customers. Annually, this bank distributes patronage in the form of cash and stock in the cooperative based on the Company’s average outstanding loan balance. The Company will recognize the patronage, generally as declared, in “Other (income) expense, net.” The stock component will be recognized at its stated cost basis.

The Company may voluntarily repay and reborrow outstanding loans under the Revolving Credit Facility due 2026 at any time without a premium or a penalty, other than customary “breakage” costs with respect to LIBOR revolving loans.

In addition, certain of our variable rate debt, including debt under the Credit Agreement and the Receivables Facility, uses LIBOR as one of the benchmarks 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 in the future 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.

The Company incurred deferred financing costs of $6.1 million related to the issuance of the Revolving Credit Facility due 2026 and capitalized to “Other noncurrent assets” on the Condensed Consolidated Balance Sheets as of the Merger Date.

In November 2021, the Company entered into an Amendment (the “Amendment No. 1”) to its current Credit Agreement to provide for, among other things, (i) a $125 million upsize to the Revolving Credit Facility, increasing the Revolving Credit Facility to $400 million, (ii) a $350 million incremental increase to its existing Term Loan (the “Incremental Term Loan Increase”), increasing the total existing Term Loan facility to $500 million and (iii) the incurrence of a new tranche of $650 million senior secured term loans (the “Term B-2 Loans”). The proceeds of the Incremental Term Loan Increase and the Term B-2 Loans were deposited into an escrow account and will be used by the Company to satisfy, discharge and redeem in full all of the Company’s existing (x) 7.000% Senior Notes due 2024 (the “2024 Notes”) and (y) 8.000% Senior Notes due 2025 (the “2025 Notes”), and to pay fees and expenses in connection with the redemption of the 2024 Notes and the 2025 Notes. The Term B-2 Loans mature in November 2028. The Amendment No. 1 also extended the maturity of the Term Loans (including the Incremental Term Loan Increase) to November 2028 and reduced the interest applicable to the Term Loans and the Revolving Credit Facility.

All obligations under the Facilities are unconditionally guaranteed by the direct parent of the Company and each of the existing and future direct and indirect material, wholly-owned domestic subsidiaries of the Company, subject to certain exceptions (including for Cincinnati Bell Funding LLC, Cincinnati Bell Funding Canada Ltd. (and any other similar special purpose receivables financing subsidiary), the Company's joint ventures, subsidiaries prohibited by applicable law or contractual obligation from becoming guarantors, immaterial subsidiaries, unrestricted subsidiaries, foreign subsidiaries, and other customary exceptions as more fully described in the Credit Agreement. Obligations outstanding under the Credit Agreement are secured by perfected first priority pledges of and security interests in (i) the equity interests of the Company held by its direct parent and (ii) substantially all of the assets of the Company and each subsidiary guarantor (subject to customary exceptions as more fully described in the Credit Agreement), including equity interests of each subsidiary guarantor under the Credit Agreement.

In connection with the Merger Agreement, at the Effective Time, the outstanding loans under the Corporate Credit Agreement, dated as of October ~~2022.~~2, 2017, were paid in full together with accrued interest and unpaid fees. As a result of the Company terminating the Corporate Credit Agreement, certain previously deferred costs and unamortized discount associated with the Corporate Credit Agreement’s Revolving Credit Facility and Tranche B Term Loan due 2024 were written off in the Predecessor period. The loss on extinguishment of debt associated with the transaction was $10.7 million.

In connection with the Paniolo Acquisition in the third quarter of 2021, the Company’s wholly-owned subsidiary, Hawaiian Telcom Inc. (“HTI”), entered into a purchase money financing agreement to finance a portion of the Paniolo Acquisition. The Paniolo fiber assets financing arrangement provides for a five-year $23.0 million loan secured by the Paniolo assets acquired in the transaction. Borrowings under the Paniolo fiber assets financing arrangement bear interest at a rate per annum equal to LIBOR plus 3.0%. The Company guarantees HTI’s borrowings under the Paniolo fiber assets financing arrangement.

As of September 30, ~~2020,~~2021, the Company had ~~$179.5~~$75.1 million in borrowings and ~~$12.4~~$14.8 million of letters of credit outstanding under the accounts receivable securitization facility ("Receivables Facility”), leaving ~~$8.1~~$125.1 million remaining availability on the total borrowing capacity of ~~$200.0~~$215.0 million. In the second quarter of ~~2020,~~2021, the Company executed amendments to its Receivables Facility, which replaced, amended and added certain provisions and definitions to ~~decrease~~increase the credit availability and renew the ~~facility, which is subject to~~facility. The amendments extended the facility’s renewal ~~every 364 days,~~date until ~~May 2021,~~June 2023 and ~~extend~~ the facility’s termination date to ~~May 2023.~~June 2024. The maximum borrowing limit for loans and letters of credit under the Receivables Facility was ~~reduced~~increased from ~~$225.0~~$200.0 million to ~~$200.0~~$215.0 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. The amendments also added provisions for a successor to LIBOR in the event LIBOR is no longer applicable and made technical changes to account for the continued integration of the Company’s Hawaiian Telcom and OnX acquisitions into the facility. In addition, athe amendments removed the provision ~~was added~~ that the LIBOR rate for the Receivables Facility may not fall below 0.75%.

Under the Receivables Facility, 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 Receivables Facility includes an option for CBF to sell, rather than borrow against, certain receivables on a non-recourse basis. As of September 30, ~~2020, there was 0~~2021, the outstanding balance ~~for~~of certain accounts receivable ~~sold.~~sold, rather than borrowed against, was $3.9 million.

The Company primarily leases real estate for offices, retail stores and central offices, as well as equipment, cell towers and fleet vehicles. Upon adoption of ASC 842, the Company elected not to recognize leases with terms of one-year or less on the balance sheet.

Supplemental balance sheet information related to the Company's leases is as follows:

							Successor		Predecessor
(dollars in millions)	Balance Sheet Location	September 30, 2020		December 31, 2019		Balance Sheet Location	September 30, 2021		December 31, 2020
Operating lease assets, net of amortization	Operating lease right-of-use assets	$	34.1	$	35.8	Operating lease right-of-use assets	$	41.4	$	37.4
Finance lease assets, net of amortization	Property, plant and equipment, net		25.8		33.2	Property, plant and equipment, net		15.4		28.0
Operating lease liabilities:
Current operating lease liabilities	Other current liabilities		9.2		10.9	Other current liabilities		8.8		9.6
Noncurrent operating lease liabilities	Operating lease liabilities		30.9		32.1	Operating lease liabilities		38.0		33.6
Total operating lease liabilities			40.1		43.0			46.8		43.2
Finance lease liabilities:
Current finance lease liabilities	Current portion of long-term debt		13.6		14.3	Current portion of long-term debt		10.1		13.9
Noncurrent finance lease liabilities	Long-term debt, less current portion		50.3		59.5	Long-term debt, less current portion		47.1		52.1
Total finance lease liabilities		$	63.9	$	73.8		$	57.2	$	66.0

					Successor		Predecessor		Predecessor
(dollars in millions)	Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2019		September 8, 2021 to September 30, 2021		January 1, 2021 to September 7, 2021		Nine Months Ended September 30, 2020
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	3.3	$	3.9	$	0.3	$	2.9	$	3.3
Operating cash flows from operating leases	$	9.5	$	8.3	$	0.8	$	7.2	$	9.5
Financing cash flows from finance leases	$	13.9	$	8.2	$	1.2	$	9.9	$	13.9
Right-of-use assets obtained in exchange for lease obligations:
New operating leases	$	6.8	$	5.1	$	0	$	11.5	$	6.8
New finance leases	$	4.0	$	13.4	$	0	$	3.8	$	4.0

On August 31, 2021, the Company simultaneously exercised its bargain purchase option on real property located in Cincinnati, Ohio, previously classified as a finance lease, and sold it to a third party for $9.1 million. Net proceeds from the transactions were approximately $6.6 million after transactional costs. Concurrently with the sale, the Company entered into an operating lease arrangement with the third party purchaser of the property for a portion of the building to maintain use of the location as an office space. The transaction qualified for sale-leaseback accounting in accordance with ASC 842, and the Company recognized a gain on the sale of $2.8 million in August, 2021. The Company recorded an operating lease right-of-use asset and liability of $7.7 million related to the leaseback agreement on September 1, 2021.

The Company defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. To increase consistency and comparability in fair value measurements, the Company uses a three-level hierarchy that prioritizes the use of observable inputs. The three levels are:

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.

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.

In the second quarter of 2018, the Company entered into one forward starting non-amortizing interest rate swap with a 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~~with an expiration date in June 2023. The interest rate swap ~~results~~resulted in interest payments based on an average fixed rate of 2.938% plus the applicable margin per the requirements in the Corporate Credit Agreement.

In the first quarter of 2019, the Company entered into three forward starting non-amortizing interest rate swaps, with a notional amount of $89.0 million each, to convert variable rate debt to fixed rate debt. The interest rate swaps became effective in March 2019 ~~and expire~~with expiration dates in March 2024. The interest rate swaps ~~result~~resulted in interest payments based on an average fixed rate per swap of 2.275%, 2.244% and 2.328% plus the applicable margin per the requirements in the Corporate Credit Agreement.

~~During the next twelve months, the Company estimates that $9.3 million will be reclassified as an increase to interest expense.~~

The fair value of the Company's interest rate swaps are impacted by the credit risk of both the Company and its counterparties. The Company has agreements with its derivative financial instrument counterparties 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 instruments obligations. In addition, the Company minimizes nonperformance risk on its derivative instruments by evaluating the creditworthiness of its counterparties, which are limited to major banks and financial institutions.

Upon inception, the interest rate swaps were designated as cash flow hedges under ASC 815, with gains and losses, net of tax, measured on an ongoing basis recorded in accumulated other comprehensive loss. The fair value of the interest rate swaps ~~are~~was categorized as Level 2 in the fair value hierarchy as they ~~are~~were based on well-recognized financial principles and available market data.

The Company terminated four interest rate swaps in the Predecessor period in connection with the repayment in full of the Term Loan B under the Corporate Credit Agreement that occurred as part of the Merger Agreement. As a result of the repayment, the hedged interest payments were no longer considered probable of occurring and a loss on termination of $20.1 million that had been previously recorded to Accumulated Other Comprehensive Income ("AOCI") was recorded in the Predecessor period in “Other (income) expense, net” on the Condensed Consolidated Statements of Operations. Cash payments resulting from the termination of the interest rate swaps are classified as operating activities in the Company’s Condensed Consolidated Statement of Cash Flows.

As of ~~September 30,~~December 31, 2020, the fair value of the interest rate swap liability was ~~$27.6~~$25.4 million and is recorded in the Condensed Consolidated Balance Sheets as follows:

~~As of December 31, 2019, the fair value of the interest rate swap liability was $19.0 million and is recorded in the Condensed Consolidated Balance Sheets as follows:~~

											Predecessor
(dollars in millions)	Balance Sheet Location	December 31, 2019		Quoted Prices in active markets Level 1		Significant observable inputs Level 2		Significant unobservable inputs Level 3		Balance Sheet Location	December 31, 2020		Quoted Prices in active markets Level 1		Significant observable inputs Level 2		Significant unobservable inputs Level 3
Liabilities:
Interest Rate Swap	Other current liabilities	$	5.7	$	0	$	5.7	$	0	Other current liabilities	$	9.3	$	0	$	9.3	$	0
Interest Rate Swap	Other noncurrent liabilities	$	13.3	$	0	$	13.3	$	0	Other noncurrent liabilities	$	16.1	$	0	$	16.1	$	0

The amount of gains (losses) recognized in ~~Accumulated Other Comprehensive Income ("AOCI")~~AOCI (effective portion) net of reclassifications into earnings is as follows:

Three Months Ended

September 30,

Nine Months Ended

September 30,

Successor

Predecessor

Successor

Predecessor

(dollars in millions)

2020

2019

2020

2019

September 8, 2021 to September 30, 2021

July 1, 2021 to September 7, 2021

Three Months Ended September 30, 2020

September 8, 2021 to September 30, 2021

January 1, 2021 to September 7, 2021

Nine Months Ended September 30, 2020

Interest Rate Swap

1.7

(3.3

)

(8.6

)

(17.0

)

1.7

5.3

(8.6

)

The carrying values of the Company's financial instruments approximate the estimated fair values as of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, except for the Company's long-term debt and other ~~installment~~ financing arrangements. The carrying and fair values of these items are as follows:

									Successor				Predecessor
	September 30, 2020				December 31, 2019				September 30, 2021				December 31, 2020
(dollars in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt, including current portion*	$	1,910.8	$	1,945.4	$	1,867.5	$	1,921.5	$	1,372.8	$	1,370.5	$	1,921.8	$	1,973.4
Other installment financing arrangements		42.2		52.4		43.5		55.5
Other financing arrangements										53.8		53.8		42.1		58.6

In connection with the Merger, the Successor period carrying values of the Company’s long-term debt and other financing arrangements include fair value adjustments as of the Merger Date. The fair value of our long-term debt was based on closing or estimated market prices of the Company’s debt at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, which is considered Level 2 of the fair value hierarchy. The fair value of the other ~~installment~~ 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 September 30, ~~2020,~~2021, the current borrowing rate was estimated by applying the Company's credit spread to the risk-free rate for a similar duration borrowing.

As of September 30, ~~2020,~~2021, the Company sponsors ~~three~~3 noncontributory defined benefit plans and a postretirement health and life insurance plan in Cincinnati (collectively the "Cincinnati Plans"), and 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").

In connection with the Merger, the Company remeasured the pension and postretirement projected benefit obligations as of the Merger Date. As a result, the Company's pension and postretirement benefit obligations decreased $22.3 million and $4.3 million, respectively. The decrease in the benefit obligations is primarily driven by changes in the discount rate as well as gains to record pension assets to fair value. Additionally, actuarial gains (losses) and prior service costs (benefits) recorded in "Accumulated other comprehensive loss" of $101.6 million were remeasured as of the Merger Date.

In the periods July 1, 2021 to September 7, 2021 and January 1, 2021 to September 7, 2021, the Hawaii defined benefit plan for union employees made lump sum payments of $0.8 million and $7.4 million, respectively, resulting in a reduction of the benefit obligation of $7.4 million. The lump sum payments to the plan participants exceeded the sum of the service cost and the interest cost component of the net pension cost resulting in a nominal pension settlement cost for the period January 1, 2021 to September 7, 2021. In the three and nine months ended September 30, 2020, ~~Hawaiian Telcom’s~~the Hawaii defined benefit plans made lump sum payments of $3.4 million and $10.8 million, respectively, resulting in a reduction of the benefit obligation of $10.8 million. The Company recorded a pension settlement cost of $1.1 million in the nine months ended September 30, 2020 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.

In accordance with ASC 715, only the service cost component of net benefit cost is eligible for capitalization, which was immaterial for all periods presented.

Unrecognized actuarial net gains and losses for the ~~three~~Cincinnati Plans and ~~nine months ended September 30, 2020~~the Hawaii Plans are primarily generated by differences between assumed and ~~2019.~~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, the excess is amortized over a defined term. In conjunction with remeasuring the pension and postretirement benefit obligations, the amortization period for the Cincinnati pension plans in the Successor period was updated to amortize the excess over the average remaining life expectancy of plan participants from the average future working lifetime which was utilized in the Predecessor period. This change is not expected to have an impact in the 2021 Successor period as gains or losses will not be generated until December 31, the next measurement date. Additionally in the Successor period, the market-related value of assets is equal to the fair market value. Previously, the market-related value of assets was determined using a five-year moving market average method. Except for these changes described related to the Cincinnati pension plans, no other changes to methodology were made in the Successor period as a result of the Merger.

	Three Months Ended September 30,												Pension Benefits									Postretirement and Other Benefits
	2020			2019			2020			2019			Successor			Predecessor			Predecessor			Successor		Predecessor			Predecessor
(dollars in millions)	Pension Benefits						Postretirement and Other Benefits						September 8, 2021 to September 30, 2021			July 1, 2021 to September 7, 2021			Three Months Ended September 30, 2020			September 8, 2021 to September 30, 2021		July 1, 2021 to September 7, 2021			Three Months Ended September 30, 2020
Service cost	$	0		$	0		$	0.1		$	0.2		$	0		$	0		$	0		$	0	$	0.1		$	0.1
Other components of pension and postretirement benefit plans expense:
Interest cost on projected benefit obligation		4.6			5.9			0.9			1.3			0.9			2.7			4.6			0.1		0.5			0.9
Expected return on plan assets		(7.1	)		(7.7	)		0			0			(2.1	)		(5.2	)		(7.1	)		0		0			0
Amortization of:
Prior service benefit		0			0			(0.6	)		(0.6	)		0			0			0			0		(0.4	)		(0.6	)
Actuarial loss		4.5			3.5			0.3			0.4			0			4.5			4.5			0		0			0.3
Pension / postretirement costs	$	2.0		$	1.7		$	0.7		$	1.3		$	(1.2	)	$	2.0		$	2.0		$	0.1	$	0.2		$	0.7

	Nine Months Ended September 30,												Pension Benefits									Postretirement and Other Benefits
	2020			2019			2020			2019			Successor			Predecessor			Predecessor			Successor		Predecessor			Predecessor
(dollars in millions)	Pension Benefits						Postretirement and Other Benefits						September 8, 2021 to September 30, 2021			January 1, 2021 to September 7, 2021			Nine Months Ended September 30, 2020			September 8, 2021 to September 30, 2021		January 1, 2021 to September 7, 2021			Nine Months Ended September 30, 2020
Service cost	$	0		$	0		$	0.3		$	0.5		$	0		$	0		$	0		$	0	$	0.3		$	0.3
Other components of pension and postretirement benefit plans expense:
Interest cost on projected benefit obligation		14.2			17.9			2.8			3.8			0.9			10.2			14.2			0.1		1.8			2.8
Expected return on plan assets		(21.6	)		(23.0	)		0			0			(2.1	)		(19.9	)		(21.6	)		0		0			0
Amortization of:
Prior service benefit		0			0			(1.9	)		(1.9	)		0			0			0			0		(1.7	)		(1.9	)
Actuarial loss		13.5			10.3			0.9			1.3			0			16.0			13.5			0		0			0.9
Pension settlement charges		1.1			0			0			0			0			0			1.1			0		0			0
Pension / postretirement costs	$	7.2		$	5.2		$	2.1		$	3.7		$	(1.2	)	$	6.3		$	7.2		$	0.1	$	0.4		$	2.1

Amortizations of prior service benefit and actuarial loss in the Predecessor periods represent reclassifications from accumulated other comprehensive income.

In conjunction with remeasuring the pension and postretirement benefit obligations, the weighted-average assumptions used in accounting for and measuring the projected benefit obligations as of the date of the Merger were reviewed and determined to still be appropriate with the exception of the discount rates. The following are the weighted-average discount rate assumptions used in accounting for and measuring the projected benefit obligations:

Contributions to the qualified and non-qualified pension plans in the Predecessor period were $0.9 million and $1.8 million, respectively. In the Successor period, there were 0 contributions to the qualified pension plans and contributions to the non-qualified pension plans were $0.2 million. For the nine months ended September 30, 2020, contributions to the qualified and non-qualified pension plans were $2.8 million and $2.0 million, respectively. Based on current assumptions, no additional contributions are expected to be ~~approximately $5 million and $3 million~~made to the qualified ~~and non-qualified~~pension plans in 2021. Contributions to the non-qualified pension plans in 2021 are expected to be approximately $3 million.

For the Predecessor and Successor periods in 2021, contributions to our postretirement plans were $4.3 million and $0.5 million, respectively. For the nine months ended September 30, 2020, ~~respectively.~~contributions to our postretirement plans were $4.3 million. Management expects to make cash payments of approximately $8 million related to its postretirement health plans in ~~2020~~.2021.

As of September 30, ~~2020, contributions~~2021, the Company had a deferred tax asset of $6.9 million and a deferred tax liability of $147.7 million compared to a deferred tax asset of $82.5 million and a deferred tax liability of $10.9 million as of December 31, 2020. The increase to net deferred tax liabilities is a result of preliminary adjustments on the Merger Date due to the ~~pension plans~~change in fair value of certain assets and liabilities. The most significant adjustments are driven by the increase in value of the Company’s intangibles (other than goodwill) and increase in value related to fixed assets. These were ~~$4.8 million and contributions~~offset, in part, by deferred tax assets related to the ~~postretirement plans~~initial fair value adjustments which included note issuance and other debt-related costs, costs of acquisition and fulfillment costs that were ~~$4.3 million. For the nine months ended~~deferred in accordance with ASC 606, and other deferred tax assets.

As of September 30, ~~2019, contributions~~2021, the Company had U.S. federal net operating loss carryforwards of $848.5 million with a deferred tax asset value of $178.2 million. U.S. tax laws place limitations on the annual utilization of tax loss carryforwards of acquired entities, as well as on losses generated in tax years prior to 2018. Approximately $55.8 million of federal tax loss carryforwards will expire in 2022 if unused. Tax law limitations should not materially impact utilization of the ~~pension plans were $4.4 million and contributions to the postretirement plans were $4.6 million.~~

~~Liabilities have been established for employee separations and lease abandonment. A summary of activity in the restructuring and severance liability is shown below:~~Company’s tax loss carryforwards.

Restructuring and severance charges recorded in each of the first three quarters of 2020 in the IT Services and Hardware segment are associated with initiatives to reduce and contain costs. In the first quarter of 2020, the Company finalized a voluntary severance program in Cincinnati and Hawaii for certain bargained and management employees in an effort to continue to reduce costs associated with our copper field and network operations. As a result, a severance charge of $14.5 million was recorded in the Entertainment and Communications segment.

Lease abandonment costs represent future minimum lease obligations, net of expected sublease income, for abandoned facilities. Lease payments on abandoned facilities were completed in the third quarter of 2020.

At September 30, 2020 and December 31, 2019, $5.0 million and $2.9 million, respectively, of the restructuring liabilities were included in “Other current liabilities” in the Condensed Consolidated Balance Sheets.

Pursuant to the Merger Agreement, Parent acquired all of the equity interests in the Company. In connection with the consummation of the Merger Agreement, each of our issued and outstanding Common Shares was converted to $15.50 in cash per Common Share and paid to the shareholders.

On September 22, 2021, the Company redeemed each of our issued and outstanding Depositary Shares simultaneously with the redemption of the 6 ¾% Preferred Shares at a redemption price of $50 per Depositary Share (equivalent to $1,000 per 6 ¾% Preferred Share).

As of September 30, 2021, Parent is the sole shareholder of the Company’s 500,000 Common Shares, each with $0.01 par value. No other shares remain issued and outstanding subsequent to the Closing Date.

Subsequent to September 30, 2021, Parent amended and restated the articles of incorporation of Cincinnati Bell effective October 18, 2021 to reduce the number of authorized shares from 96,000,000 Common Shares to 100 Common Shares, each with $0.01 par value.

~~For the three and nine months ended September 30, 2020 and 2019, the~~The changes in accumulated other comprehensive loss by component were as follows:

(dollars in millions)	Unrecognized Net Periodic Pension and Postretirement Benefit Cost				Unrealized Loss on Cash Flow Hedges, Net				Foreign Currency Translation Loss			Total
Successor															Unrecognized Net Periodic Pension and Postretirement Benefit Cost				Unrealized Loss on Cash Flow Hedges, Net				Foreign Currency Translation (Loss) Gain			Total
Balance as of September 8, 2021 (remeasured upon Merger)															$	0			$	0			$	0		$	0
Foreign currency loss																0				0				(1.2	)		(1.2	)
Balance as of September 30, 2021															$	0			$	0			$	(1.2	)	$	(1.2	)


Predecessor
Balance as of June 30, 2021															$	(124.9	)		$	(15.7	)		$	1.4		$	(139.2	)
Reclassifications, net																2.8		(a)		16.2		(b)		0			19.0
Unrealized loss on cash flow hedges arising during the period, net																0				(0.6	)	(c)		0			(0.6	)
Foreign currency loss																0				0				(1.4	)		(1.4	)
Balance as of September 7, 2021															$	(122.1	)		$	(0.1	)		$	0		$	(122.2	)


Balance as of June 30, 2020	$	(159.4	)		$	(22.7	)		$	(7.5	)	$	(189.6	)	$	(159.4	)		$	(22.7	)		$	(7.5	)	$	(189.6	)
Remeasurement of benefit obligations		3.2				—				—			3.2			3.2				0				0			3.2
Reclassifications, net		3.2		(a)		1.8		(b)		—			5.0			3.2		(a)		1.8		(b)		0			5.0
Unrealized loss on cash flow hedges arising during the period, net		—				(0.5	)	(c)		—			(0.5	)		0				(0.5	)	(c)		0			(0.5	)
Foreign currency gain		—				—				2.0			2.0			0				0				2.0			2.0
Balance as of September 30, 2020	$	(153.0	)		$	(21.4	)		$	(5.5	)	$	(179.9	)	$	(153.0	)		$	(21.4	)		$	(5.5	)	$	(179.9	)

Balance as of June 30, 2019	$	(159.4	)		$	(14.4	)		$	(4.0	)	$	(177.8	)
Reclassifications, net		2.5		(a)		0.4		(b)		—			2.9
Unrealized loss on cash flow hedges arising during the period, net		—				(3.0	)	(c)		—			(3.0	)
Foreign currency loss		—				—				(1.0	)		(1.0	)
Balance as of September 30, 2019	$	(156.9	)		$	(17.0	)		$	(5.0	)	$	(178.9	)

(dollars in millions)	Unrecognized Net Periodic Pension and Postretirement Benefit Cost				Unrealized Loss on Cash Flow Hedges, Net				Foreign Currency Translation Loss			Total
Successor															Unrecognized Net Periodic Pension and Postretirement Benefit Cost				Unrealized Loss on Cash Flow Hedges, Net				Foreign Currency Translation (Loss) Gain			Total
Balance as of September 8, 2021 (remeasured upon Merger)															$	0			$	0			$	0		$	0
Foreign currency loss																0				0				(1.2	)		(1.2	)
Balance as of September 30, 2021															$	0			$	0			$	(1.2	)	$	(1.2	)


Predecessor
Balance as of December 31, 2020															$	(138.8	)		$	(19.7	)		$	(1.2	)	$	(159.7	)
Remeasurement of benefit obligations																6.0				0				0			6.0
Reclassifications, net																10.7		(a)		19.7		(b)		0			30.4
Unrealized loss on cash flow hedges arising during the period, net																0				(0.1	)	(c)		0			(0.1	)
Foreign currency gain																0				0				1.2			1.2
Balance as of September 7, 2021															$	(122.1	)		$	(0.1	)		$	0		$	(122.2	)


Balance as of December 31, 2019	$	(152.0	)		$	(14.7	)		$	(3.4	)	$	(170.1	)	$	(152.0	)		$	(14.7	)		$	(3.4	)	$	(170.1	)
Remeasurement of benefit obligations		(11.5	)			—				—			(11.5	)		(11.5	)			0				0			(11.5	)
Reclassifications, net		10.5		(a)		4.6		(b)		—			15.1			10.5		(a)		4.6		(b)		0			15.1
Unrealized loss on cash flow hedges arising during the period, net		—				(11.3	)	(c)		—			(11.3	)		0				(11.3	)	(c)		0			(11.3	)
Foreign currency loss		—				—				(2.1	)		(2.1	)		0				0				(2.1	)		(2.1	)
Balance as of September 30, 2020	$	(153.0	)		$	(21.4	)		$	(5.5	)	$	(179.9	)	$	(153.0	)		$	(21.4	)		$	(5.5	)	$	(179.9	)

Balance as of December 31, 2018	$	(164.5	)		$	(3.9	)		$	(7.1	)	$	(175.5	)
Remeasurement of benefit obligations		0.1				—				—			0.1
Reclassifications, net		7.5		(a)		0.8		(b)		—			8.3
Unrealized loss on cash flow hedges arising during the period, net		—				(13.9	)	(c)		—			(13.9	)
Foreign currency gain		—				—				2.1			2.1
Balance as of September 30, 2019	$	(156.9	)		$	(17.0	)		$	(5.0	)	$	(178.9	)

The Company’s segments are strategic business units that offer distinct products and services and are aligned with the Company's internal management structure and reporting. The Company operates 2 business segments identified as Entertainment and Communications and IT Services and Hardware.

The Entertainment and Communications segment provides products and services that can be categorized as Data, Video, Voice or Other. Data products include high-speed internet access, digital subscriber lines, ethernet, SONET, dedicated internet access, wavelength, digital signal and IRU. Video services provide our customers access to over 400 entertainment channels, over 150 high-definition channels, parental controls, HD DVR, Video On-Demand and access to a live TV streaming application. Voice represents traditional voice lines as well as fiber voice lines, consumer long distance, switched access and digital trunking. Other services consist of revenue generated from wiring projects for enterprise customers, advertising, directory assistance, maintenance and information services.

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, installation and maintenance of major branded Telecom and IT hardware reported as Infrastructure Solutions.

Certain corporate administrative expenses have been allocated to the segments based upon the nature of the expense and the relative size of the segment. Intercompany transactions between segments have been eliminated.

Selected financial data for the Company’s business segment information is as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,							Successor			Predecessor			Predecessor			Successor			Predecessor			Predecessor
(dollars in millions)	2020			2019			2020			2019				September 8, 2021 to September 30, 2021			July 1, 2021 to September 7, 2021			Three Months Ended September 30, 2020			September 8, 2021 to September 30, 2021			January 1, 2021 to September 7, 2021			Nine Months Ended September 30, 2020
Revenue
Entertainment and Communications	$	241.0		$	248.5		$	724.5		$	749.3			$	61.7		$	180.4		$	241.0		$	61.7		$	664.2		$	724.5
IT Services and Hardware		155.2			140.5			444.5			417.0				52.0			138.7			155.2			52.0			492.4			444.5
Intersegment		(6.7	)		(6.5	)		(19.5	)		(20.0	)			(2.3	)		(4.5	)		(6.7	)		(2.3	)		(17.9	)		(19.5	)
Total revenue	$	389.5		$	382.5		$	1,149.5		$	1,146.3			$	111.4		$	314.6		$	389.5		$	111.4		$	1,138.7		$	1,149.5
Intersegment revenue
Entertainment and Communications	$	4.9		$	5.3		$	14.8		$	16.5			$	1.6		$	3.4		$	4.9		$	1.6		$	13.1		$	14.8
IT Services and Hardware		1.8			1.2			4.7			3.5				0.7			1.1			1.8			0.7			4.8			4.7
Total intersegment revenue	$	6.7		$	6.5		$	19.5		$	20.0			$	2.3		$	4.5		$	6.7		$	2.3		$	17.9		$	19.5
Operating income (loss)
Operating (loss) income
Entertainment and Communications	$	27.2		$	27.7		$	69.8		$	81.2			$	(2.3	)	$	18.9		$	27.2		$	(2.3	)	$	78.3		$	69.8
IT Services and Hardware		4.6			0.6			11.5			(5.1	)			1.7			9.0			4.6			1.7			25.2			11.5
Corporate		(7.1	)		(5.5	)		(49.1	)		(18.3	)			(0.8	)		(63.2	)		(7.1	)		(0.8	)		(75.8	)		(49.1	)
Total operating income	$	24.7		$	22.8		$	32.2		$	57.8
Expenditures for long-lived assets *
Total operating (loss) income														$	(1.4	)	$	(35.3	)	$	24.7		$	(1.4	)	$	27.7		$	32.2
Expenditures for long-lived assets*
Entertainment and Communications	$	57.6		$	51.3		$	144.2		$	150.3			$	33.4		$	92.0		$	57.6		$	33.4		$	199.8		$	144.2
IT Services and Hardware		3.9			5.4			16.7			16.9				3.3			4.0			3.9			3.3			15.9			16.7
Corporate		0			0			0			0.1				1,620.7			0			0			1,620.7			0			0
Total expenditures for long-lived assets	$	61.5		$	56.7		$	160.9		$	167.3			$	1,657.4		$	96.0		$	61.5		$	1,657.4		$	215.7		$	160.9
Depreciation and amortization
Entertainment and Communications	$	61.6		$	64.4		$	190.0		$	190.5			$	24.3		$	44.5		$	61.6		$	24.3		$	166.9		$	190.0
IT Services and Hardware		10.2			11.1			30.7			38.5				5.8			7.6			10.2			5.8			27.9			30.7
Corporate		0.1			0			0.1			0.1				0.1			0			0.1			0.1			0.1			0.1
Total depreciation and amortization	$	71.9		$	75.5		$	220.8		$	229.1			$	30.2		$	52.1		$	71.9		$	30.2		$	194.9		$	220.8

* Includes cost of acquisitions in the Successor and Predecessor periods of 2021 and deposit for the purchase of wireless licenses in the three and nine months ended September 30, 2020													* Includes cost of acquisitions in the Successor and Predecessor periods of 2021 and deposit for the purchase of wireless licenses in the three and nine months ended September 30, 2020

On May 2, 2022, the Company acquired Agile Networks LLC, based in Canton, Ohio, for approximately $65 million. Agile Networks LLC provides internet, co-location and data transport services primarily to customers in Ohio and Pennsylvania. We are currently in the process of assessing the accounting for this transaction and will disclose our preliminary allocation of the purchase ~~of wireless licenses~~

consideration to the assets acquired and liabilities assumed in the second quarter ended June 30, 2022.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q 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. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “predicts,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “endeavors,” “strives,” “may,” “will,” “proposes,” “potential,” “could,” “should,” “outlook” or variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of future financial performance, anticipated growth and trends in businesses, and other characterizations of future events or circumstances, including but not limited to, the possible impacts of the current adverse economic conditions associated with the COVID-19 global health pandemic, are forward-looking statements. Readers are cautioned these forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause actual results to differ materially and adversely from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q and, in particular, the risks discussed under the caption “Risk Factors” in Part II, Item 1A, and those discussed in other documents ~~that~~ the Company ~~has~~ filed with the Securities and Exchange Commission (“SEC”). Actual results may differ materially and adversely from those expressed in any forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements for any reason.

This Management’s Discussion and Analysis section provides an overview of Cincinnati Bell Inc.'s financial condition as of September 30, ~~2020~~2021 and the results of operations for the periods January 1, 2021 through September 7, 2021, July 1, 2021 through September 7, 2021, September 8, 2021 through September 30, 2021 and the three and nine months ended September 30, ~~2020~~2020. References in this Quarterly Report to “Successor” refer to the Company on or after September 8, 2021 and ~~2019.~~references to “Predecessor” refer to the results prior to September 8, 2021. This discussion should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and accompanying notes as well as the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020. Results for interim periods may not be indicative of results for the full year or any other interim period.

~~Pending~~ Our results of operations as reported in our Consolidated Financial Statements for these periods are prepared in accordance with GAAP. Although GAAP requires that we report on our results for the period from January 1, 2021 through September 7, 2021 and the period from September 8, 2021 through September 30, 2021 separately, management views the Company’s operating results for the year ended December 31, 2021 by combining the results of the applicable Predecessor and Successor periods because such presentation provides the most meaningful comparison of our results to prior periods.

To enhance the analysis of our operating results for the periods presented, we have included a discussion of selected financial and operating data of the Predecessor and Successor on a combined basis for the three and nine months ended September 30, 2021. This presentation consists of the mathematical addition of selected financial and operating data of the Predecessor for the period from January 1, 2021 to September 7, 2021 plus the comparable financial and operating data of the Successor for the period from September 8, 2021 to September 30, 2021. There are no other adjustments made in the combined presentation. The mathematical combination of selected financial and operating data is included below under the heading "Three Months Ended September 30, 2021" and “Nine Months Ended September 30, 2021” and this data is a non-GAAP presentation. Management believes that this selected financial and operating data provides investors with useful information upon which to assess our operating performance because the results of operations for a three and nine-month period correspond to how we have reported our results in the past and how we will report our results in the future.

On ~~December 21, 2019, the Company~~March 13, 2020, Cincinnati Bell entered into an Agreement and Plan of Merger ~~(as amended from time to time, the “Brookfield Merger~~(the “Merger Agreement”) with Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation and directly wholly owned subsidiary of Parent (“Merger Sub”). On September 7, 2021 (the “Closing Date” or “Merger Date”), upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the OGCL, the Merger was completed. At the effective time of the Merger (the “Effective Time”), the separate corporate existence of Merger Sub ceased, and the Company survived the Merger as a wholly owned subsidiary of Parent.

Upon completion of the Merger, Parent was deemed the accounting acquirer and Cincinnati Bell Inc. the accounting acquiree. Under the acquisition method of accounting, the assets and liabilities associated with Cincinnati Bell Inc. were recorded at their preliminary fair values measured as of the acquisition date. The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill. The capital contribution as a result of the Merger included cash from Parent in the amount of $1,716.1 million. These proceeds were used to pay on the date of the Merger (1) $807.3 million of consideration payable to Common Shareholders, including restricted stock awards that vested upon Closing Date to certain employees, (2) $155.2 million of consideration payable to Preferred Shareholders, (3) $658.2 million of existing debt and accrued interest under the Corporate Credit Agreement and (4) transaction costs of $44.0 million primarily related to legal costs and acquisition-related advisory fees associated with the Merger. The Company also incurred note issuance costs of $38.1 million related to the Credit Agreement entered into in connection with the Merger. The Note issuance costs were capitalized as a reduction to the outstanding debt balances or to “Other noncurrent assets” for costs associated with the Revolving Credit Facility due 2026 in the Successor period. In addition, certain stock-based compensation awards were accelerated upon the Closing Date, which resulted in expense of approximately $9.3 million recorded to SG&A in the Predecessor period.

Prior to entering into the Merger Agreement, the Company previously entered the Brookfield Merger Agreement with affiliates of ~~the~~ Brookfield, ~~Infrastructure Group (“Brookfield”),~~ the infrastructure investment division of Brookfield Asset Management, which was subsequently amended. ~~Pursuant to the amended Brookfield Merger Agreement, the Company would be acquired~~ ~~by an affiliate of Brookfield for $14.50 per Common Share.~~

On March 13, 2020, the Company terminated the Brookfield Merger Agreement and entered into ~~an Agreement and Plan of~~the Merger ~~(the “MIP Merger Agreement”)~~Agreement. ~~pursuant to which the Company will be acquired by an affiliate of~~ ~~Macquarie Infrastructure Partners V (“MIP”), a fund managed by Macquarie Infrastructure and Real Assets~~ (the “MIP Merger”). At the effective time of the MIP Merger (the “Effective Time”), each of our issued and outstanding Common Shares will be converted into the right to receive $15.50 in cash per Common Share, without interest, and the 6 ³/₄~~% Cumulative Convertible Preferred Shares will remain issued and outstanding as 6~~ ³/₄~~% Cumulative Convertible Preferred Shares of the Company, without par value, following the Effective Time.~~

In connection with the termination of the Brookfield Merger Agreement, the Company paid to an affiliate of Brookfield a termination fee of $24.8 million ~~in the first quarter of 2020~~ as required by the terms of the Brookfield Merger Agreement.

The ~~consummation~~termination fee is recorded in “Transaction and integration costs” on the Condensed Consolidated Statements of the MIP Merger is subject to customary closing conditions, including (i) the adoption of the MIP Merger Agreement by the affirmative vote of the holders of at least two-thirds of all outstanding Common Shares and 6 ³/₄% Cumulative Convertible Preferred Shares, voting as a single class; (ii) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the receipt of any required consents or approvals from (a) the Committee on Foreign InvestmentOperations in the United States, (b) the Federal Communications Commission, (c) state public service and state public utility commissions and (d) local regulators in connection with the provision of telecommunications and media services; and (iv) the absence of any legal restraint preventing the consummation of the MIP Merger. On May 7, 2020, the shareholders of the Company adopted the MIP Merger Agreement at a virtual special meeting of shareholders.nine months ended September 30, 2020.

~~The MIP Merger Agreement contains representations and warranties and covenants of the parties customary for a transaction of this nature.~~

The MIP Merger is expected to close in the first half of 2021, although there can be no assurance that the MIP Merger will occur by that date. Upon the closing of the MIP Merger, the Company will cease to be a publicly traded company.

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

Cincinnati Bell Inc. and its consolidated subsidiaries ("Cincinnati Bell," "we," "our," "us" or the "Company") provide integrated communications and IT solutions that keep consumer and enterprise customers connected with each other and with the world. Through its Entertainment and Communications segment, the Company provides Data, Video, and Voice solutions to consumer and enterprise customers over an expanding fiber network and a legacy copper network. In addition, enterprise customers across the United States, Canada and Europe rely on the IT Services and Hardware segment for the sale and service of efficient, end-to-end communications and IT systems and solutions.

Consolidated revenue ~~totaling $389.5 million~~for the combined Predecessor and ~~$1,149.5 million for~~Successor periods included within the three and nine months ended September 30, ~~2020~~2021 increased ~~$7.0~~$36.5 million and ~~$3.2~~$100.6 million, respectively, as compared to the same periods in ~~2019 as~~the prior year due to strategic revenue growth in ~~the IT Services and Hardware segment more than offset~~both segments offsetting declines in Legacy revenue.

For the ~~Entertainment~~combined Predecessor and ~~Communications segment. Entertainment and Communications Legacy revenue decreased $10.4 million and $29.2 million, respectively, for~~Successor periods included within the three and nine months ended September 30, ~~2020 compared to similar periods in the prior year. Decline in Video~~2021, Consumer/SMB Fiber revenue due to fewer video subscribers and lower nonrecurring revenue due to participation in the Keep Americans Connected pledge (“Pledge”) also contributed to the decline year over year in each of the comparable periods. IT Services and Hardware increased ~~by $14.1~~$7.4 million and ~~$26.3~~$19.4 million, ~~for the three and nine months ended September 30, 2020,~~ respectively, as compared to the same periods in 2020 as the Company continues to focus on high-speed internet activations while Legacy revenue decreased $6.4 million and $18.2 million, respectively, as compared to the comparable periods in the prior year. ~~In the three months ended September 30, 2020,~~ IT Services and Hardware experienced revenue growth in all practices in both comparable periods, with the ~~exception~~most significant growth in the Consulting practice in which revenue increased 58% and 55% for the combined Predecessor and Successor periods included within the three and nine months ended September 30, 2021, respectively, as compared to the same periods in the prior year.

Operating loss for the combined Predecessor and Successor periods included within the three months ended September 30, 2021 was $36.7 million compared to operating income of ~~Cloud revenue. In~~$24.7 million in the three months ended September 30, 2020. Revenue growth in both segments was more than offset by transaction and integration charges, higher depreciation and amortization expenses related to the increased value of property, plant and equipment and intangibles as a result of adjustments recorded as of the Merger Date, and increased SG&A expenses primarily due to the accelerated vesting of certain stock-based awards on the Closing Date resulting in additional expense of $9.3 million.

Operating income for the combined Predecessor and Successor periods included within the nine months ended September 30, ~~2020, revenue growth~~2021 totaled $26.3 million, down $5.9 million compared to the nine months ended September 30, 2020. The decrease in operating income is due to similar trends that impacted the ~~Consulting~~quarter. In addition, transaction and ~~Communications practices more than offset decreased revenue contributed by the Cloud and Infrastructure Solutions practices. Cloud revenue declined~~integration charges recorded in the nine months ended September 30, 2020 ~~compared to the prior year due to General Electric Company (“GE”) revenue related to certain programs still included in the first quarter of 2019 that did not recur in 2020.~~

Operating income was $24.7 million for the three months ended September 30, 2020, up $1.9 million compared to the same period in the prior year. The increase in operating income was primarily due to lower selling, general and administrative and depreciation and amortization costs incurred in the third quarter of 2020 compared to the same period in 2019. The decrease in selling, general and administrative costs isinclude a result of cost containment strategies taken to reduce the negative impact of the COVID-19 pandemic on the business. These strategies more than offset incremental expense of $5.7 million recorded in the third quarter to reward employees for their efforts during COVID-19 that is impacting cost of services and products and selling, general and administrative expense for the three and nine months ended September 30, 2020. Lower depreciation and amortization expense is primarily due to a decrease in assets placed in service during 2020 in connection with the expansion of our fiber network. Operating income was $32.2 million for the nine months ended September 30, 2020, down $25.6 million compared to the same period in 2019. The decrease in operating income was primarily due to h~~igher transaction and integration charges, including the~~ termination fee of $24.8 million paid to an affiliate of Brookfield in the first quarter of 2020, ~~as well as~~and lower restructuring and severance related charges ~~related~~are due to the voluntary severance program (“VSP”) finalized in the three months ended March 31, 2020.

Loss before income taxes totaled ~~$11.1~~$97.4 million and $104.6 million for the combined Predecessor and Successor periods included within the three and nine months ended September 30, ~~2020,~~2021, respectively, resulting in ~~a decrease~~an increase in the loss as compared to the comparable ~~period~~periods in ~~2019 primarily due to~~2020. Lower interest expense and pension and postretirement benefit plans expense in each of the ~~increase~~comparable periods were more than offset by the decrease in operating income and recording a ~~decrease~~loss on termination of interest rate swaps of $20.1 million and loss on extinguishment of debt of $10.7 million in ~~interest expense. Loss before income taxes totaled $76.2 million for~~ the ~~nine~~Predecessor period included within the three months ended September 30, ~~2020, higher than the prior year due to the factors impacting operating income.~~2021.

The COVID-19 pandemic has resulted, and is likely to continue to result, in significant economic ~~disruption and has adversely affected, and will likely continue to adversely affect, our business.~~disruption. As of the date of this filing, significant uncertainty continues to exist concerning the magnitude of the impact and duration of the COVID-19 pandemic. ~~While~~We have begun to see logistics challenges in obtaining inventory in a timely manner due to demand exceeding the supply of certain ~~parts~~inventory products. Additionally, access to skilled employees and contractors could create delays or increased costs in the planned build-out of the ~~country have eased stay-at-home orders,~~fiber network in both geographies. As a business with employees greater than 100 and who provides services to certain government agencies, the ~~current rise in cases~~reaction by employees to the vaccine requirement may ~~result in restrictions being reinstated.~~ create additional negative impacts on the Company’s existing employee base.

On March 13, 2020, in response to the COVID-19 pandemic, the Federal Communications Commission (“FCC”) called on broadband and telephone service providers to keep Americans connected as the country ~~reacts~~reacted to the serious disruptions caused by the coronavirus outbreak. Cincinnati Bell, on behalf of all of its affiliates, including Hawaiian Telecom, signed on to the Keep Americans Connected Pledge (the “Pledge”) and committed to waive late fees for, and not terminate service to, any of our consumer or small business customers who did not pay their bills timely due to an inability to pay caused by the COVID-19 ~~crisis~~crisis. . The impacts to revenue as a result of these commitments primarily occurred during the second quarter of 2020 and included a decline in revenue related to late payment fees and certain other one-time fees. The impacts to revenue as a result of these commitments were limited in the nine months ended September 30, 2021. The Pledge expired on June 30, 2020, and the Company started to collect late payment fees and reactivation fees starting in August 2020. In accordance with regulatory orders in Hawaii, the Pledge continues to be honored for certain regulated services. The Company proactively worked with customers in an effort to avoid deactivations, but not all accounts could be cured and approximately 3,300 customer accounts in the Cincinnati market that were not cured were disconnected induring the third ~~quarter.~~

In response to the number of households that must provide remote schooling either full or part-time as a result of the COVID-19 pandemic, the Company partnered with several community organizations to provide free internet to qualifying students through the “Connect our Students” program. As of September 30, 2020, the Company has delivered internet to approximately 4,300 households.

~~The majority of our operations have continued as usual as the services that we provide~~ and the networks that we maintain are considered critical by local and state authorities in the geographies in which we operate. The Company started executing its business continuity plan in March and transitioned employees who could execute their work remotely to work from home with little disruption and has implemented additional safety protocols for customer facing employees. In states in which employees are allowed to return to the office, the Company has implemented updated safety policies to ensure the safety of our employees and customers. As of September 30, 2020, a significant portion of our workforce continues to work from home.

With respect to liquidity, we continue to evaluate and take actions to reduce costs and spending across our organization. This includes reducing hiring activities, adjusting pay programs, limiting discretionary spending, significantly reducing non-essential travel until further notice and re-evaluating the timing of capital projects. Additionally, we have leveraged certain benefits included in the U.S. Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) that was enacted on March 27, 2020, including deferral of 2020 required pension plan contributions to the fourth quarter of 2020 and deferral of employer social security tax payments for wage payments subsequent to March 12, 2020 of approximately $5 million each quarter for the remainder of 2020 to be paid equally in the fourth quarters of ~~2021~~2020. Balances associated with accounts that have been disconnected were fully reserved as of December 31, 2020 and ~~2022.~~were written off during the first quarter of 2021.

We expect the ultimate significance of the impact on our financial condition, results of operations, or cash flows will be dictated by the length of time that such circumstances continue, which will depend on the currently unknowable extent and duration of the COVID-19 ~~pandemic.~~pandemic, effectiveness of the vaccine and timeliness that individuals receive the vaccine. COVID-19 also makes it more challenging for management to estimate future performance of our businesses, particularly over the near term. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our employees, customers, suppliers and shareholders. The programs put in place and efforts by employees to manage and reduce expenses have more than offset the negative impacts caused by COVID-19 in the second and third quarters of 2020 due to revenue loss and incremental spend for personal protective equipment, employee compensation programs and bad debt expense. To reward employees for their continued efforts during COVID-19, a one-time bonus was recorded in the third quarter of $5.7 million that will be paid in the fourth quarter. While we are unable to determine or predict the nature, duration or scope of the overall impact the COVID-19 pandemic will have on our business, results of operations, liquidity or capital resources, we believe that it is important to share where our Company stands today, how our response to COVID-19 is progressing and how our operations and financial condition may change as the fight against COVID-19 progresses.

	Three Months Ended September 30,										Nine Months Ended September 30,										Successor		Predecessor		Non-GAAP Combined		Predecessor		Successor		Predecessor		Non-GAAP Combined		Predecessor
(dollars in millions)	2020		2019		$ Change			% Change			2020		2019		$ Change			% Change			September 8, 2021 to September 30, 2021		July 1, 2021 to September 7, 2021		Three Months Ended September 30, 2021		Three Months Ended to September 30, 2020		September 8, 2021 to September 30, 2021		January 1, 2021 to September 7, 2021		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020
Revenue
Entertainment and Communications	$	236.1	$	243.2	$	(7.1	)		(3	)%	$	709.7	$	732.8	$	(23.1	)		(3	)%	$	60.1	$	177.0	$	237.1	$	236.1	$	60.1	$	651.1	$	711.2	$	709.7
IT Services and Hardware		153.4		139.3		14.1			10	%		439.8		413.5		26.3			6	%		51.3		137.6		188.9		153.4		51.3		487.6		538.9		439.8
Total revenue	$	389.5	$	382.5	$	7.0			2	%	$	1,149.5	$	1,146.3	$	3.2			0	%	$	111.4	$	314.6	$	426.0	$	389.5	$	111.4	$	1,138.7	$	1,250.1	$	1,149.5

Entertainment and Communications revenue ~~decreased~~ for the combined Predecessor and Successor periods included within the three and nine months ended September 30, ~~2020~~2021 increased compared to the same periods in ~~2019~~2020 primarily due to ~~the decline in Legacy revenue. In addition to Legacy~~ revenue ~~decline, Video revenue declined in each of the comparable periods due to 7,000 fewer subscribers in Cincinnati and 3,000 fewer subscribers in Hawaii~~growth associated with our Consumer/SMB Fiber products as well as ~~decline of certain nonrecurring~~ revenue ~~as a result of the Company suspending~~from late payment fees and ~~reactivation fees as part of the Pledge.~~other one-time charges that were temporarily suspended in 2020 more than offsetting Legacy decline.

IT Services and Hardware revenue ~~increased~~ for the combined Predecessor and Successor periods included within the three and nine months ended September 30, ~~2020~~2021 increased compared to ~~similar~~the same periods in the prior year due to revenue growth in each of the practices in each of the comparable periods. The most significant contributor was the Consulting practice in which revenue increased by $28.7 million and $76.7 million in the combined Predecessor and Successor periods included within three and nine months ended September 30, 2021, respectively, as compared to the same periods in 2020.

Entertainment and Communications costs for the combined Predecessor and Successor periods included within the three months ended September 30, 2021 increased $3.6 million and $9.1 million, respectively, as compared to the same periods in 2020 due to increases in operating taxes, contract services and operating materials. The increase in operating taxes is due to increased regulatory fees in addition to lower operating taxes in 2020 due to favorable audit results that resulted in a nonrecurring benefit of $4.2 million in the nine months ended September 30, 2020. Contract services increased $0.7 million and $2.9 million for the combined Predecessor and Successor periods included within the three and nine months ended September 30, 2021, respectively, as compared to the same periods in the prior year primarily due to ~~revenue growth in the Consulting and Communications practices. In addition, Infrastructure Solutions revenue increased in the three months ended September 30, 2020 compared to the same period~~a project completed in the prior year ~~primarily~~to outsource certain functions as well as a significant general liability insurance claim incurred in the first quarter of 2021. The increase in operating materials is due to ~~additional projects generating revenue growth from existing customers. Cloud revenue declined~~increased purchases associated with the expansion of our fiber network. These increases were partially offset by a decrease in payroll expense for the combined Predecessor and Successor periods included within the three and nine months ended September 30, ~~2020~~2021 as compared to the same ~~period~~periods in ~~2019~~2020 due to ~~lower revenue resulting from GE insourcing certain cloud services. Lower Infrastructure Solutions revenue was recorded~~fewer headcount as a result of the restructuring activities executed in prior years and a one-time award granted to employees in the third quarter of 2020.

IT Services and Hardware costs for the combined Predecessor and Successor periods included within the three and nine months ended September 30, ~~2020 due to a decline in hardware sales partially due to the impacts of COVID-19~~2021 increased $27.6 million and ~~customers migrating to managed services.~~

~~Entertainment and Communications costs decreased for the three months ended September 30, 2020~~$79.9 million, respectively, as compared to the ~~same period~~comparable periods in the prior year due to lower video content costs and operating taxes. Lower operating taxes are due to decreases in regulatory fees and general excise tax. IT Services and Hardware costs increased for the three months ended September 30, 2020 compared to the same period in 2019 primarily due to increases in payroll related costs, contractor costs, software licensing costs and regulatory fees. In the combined Predecessor and Successor periods included within the three and nine months ended September 30, 2021, payroll related costs increased $0.5 million and $10.9 million, respectively, and contractor costs increased $25.3 million and $63.2 million, respectively, as ~~a result of~~compared to the same periods in the prior year. These costs increased due to additional headcount to support the growth in the Communications and Consulting practices. The increase in payroll related costs in the combined Predecessor and Successor periods included within the three months ended September 30, 2021 was partially offset by higher bonus expense recorded in the third quarter of 2020 related to a one-time bonus to reward employees for their efforts during COVID-19. Higher software licensing costs were also incurred to support the revenue growth in the Communications practice.

SG&A costs ~~decreased~~increased for the ~~nine~~combined Predecessor and Successor periods included within the three months ended September 30, ~~2020 due~~2021 compared to ~~lower payroll related costs, video content costs and operating taxes. Lower payroll related costs are due to headcount reductions made during restructuring initiatives that were executed~~the same period in the ~~first quarter of 2020~~prior year. Increases in Entertainment and throughout 2019. In addition to restructuring initiatives, payroll related costs declined due to lower expense for workers compensation benefits in the nine months ended September 30, 2020. Lower operating taxes are due to the release of a salesCommunications and ~~use tax reserve in the nine months ended September 30, 2020 of $4.2 million due to favorable audit results in addition to a decrease in general excise tax.~~ IT Services and Hardware ~~costs increased for the nine months ended September 30, 2020~~as compared to the same period in the prior year ~~due to the same trends that impacted the quarter as well as increased regulatory fees.~~

Entertainment and Communications SG&A costs increased in the three months ended September 30, 2020 compared to the same period in the prior year as cost containment strategies taken in 2020 to reduce the negative impact of the COVID-19 pandemic on the business were offset by an increase in contract services due to higher insurance costs and incremental bonus expense for a one-time award recorded in the three months ended September 30, 2020. IT Services and Hardware and Corporate SG&A costs decreased in the three months ended September 30, 2020 compared to the prior year primarily due to cost containment strategies taken due to the COVID-19 pandemic more than offsetting the expense recorded for the one-time award.

~~SG&A costs decreased in both segments in the nine months ended September 30, 2020 compared to the same period in the prior year~~are primarily due to cost containment strategies taken in 2020 to reduce the negative impact of the COVID-19 pandemic on the ~~business.~~ ~~Decreases~~business that were no longer in place for the third quarter of 2021. Higher payroll related costs, increased advertising expense and increased travel expenses contributed to the increase of SG&A costs in both ~~segments were~~ ~~partially offset by an increase~~segments. Corporate SG&A increased compared to the same period in ~~bad debt expense~~the prior year due to ~~updating our estimate~~unrecognized compensation expense that was accelerated upon the closing of the ~~impact~~Merger for previously granted stock awards to officers, key employees and Non-Employee Directors that vested upon the Closing Date of $9.3 million.

Similar trends that impacted the ~~economic downturn associated with~~three months ended September 30, 2021 for both segments are impacting SG&A costs for the ~~COVID-19 pandemic on~~combined Predecessor and Successor periods included within the ~~Company’s receivables and incremental bonus expense recorded in the third quarter.~~nine months ended September 30, 2021. The ~~decrease~~increases in Entertainment and Communications ~~SG&A costs was also partially~~are more than offset by ~~an increase in contract services~~ decreased bad debt expense of $7.7 million due to ~~higher insurance costs.~~ favorable collections in 2021. Increased Corporate SG&A costs ~~increased~~ in the nine months ended September 30, ~~2020 compared to~~2021 for the ~~comparable period in 2019 primarily~~combined Predecessor and Successor periods are due to ~~the Company no~~compensation expense partially offset by lower consulting and contractor expenses due to certain expenses that will longer ~~qualifying for~~be incurred as a ~~payroll tax benefit that was received in 2019.~~result of becoming a private company.

~~Entertainment and Communications depreciation~~Depreciation and amortization expense ~~decreased in~~increased for the combined Predecessor and Successor periods included within the three and nine months ended September 30, ~~2020~~2021 compared to the same periods in ~~the prior year~~2020 primarily due to ~~a decrease~~additional expense recorded in ~~assets placed~~the Successor period in ~~service in connection with~~ the ~~expansion of our fiber network.The decrease~~ in Entertainment and Communications segment and IT Services and Hardware ~~depreciation~~segment of $9.0 million and ~~amortization expense is primarily~~$4.2 million, respectively, related t~~o accelerated depreciation for certain network assets that were determined in~~to the ~~first quarter~~increased value of ~~2019 to have~~property, plant and equipment and intangibles as a ~~shorter useful life~~result of new intangibles and fair value adjustments due to ~~a change in customer requirements and were fully depreciated as of December 31, 2019.~~the Merger.

Restructuring and severance charges recorded infor the ~~three~~combined Predecessor and Successor periods included within the nine months ended September 30, ~~2020~~2021 are primarily due to initiatives to reduce and contain costs in the IT Services and Hardware ~~segment are associated with initiatives to reduce and contain costs.~~segment. Restructuring and severance charges recorded in the nine months ended September 30, 2020 ~~in the Entertainment and Communications segment~~ are primarily related to a VSP for certain bargained and management employees in an effort to reduce costs associated with our copper field and network ~~operations. Restructuring and severance charges recorded~~ operations in the ~~three~~Entertainment and Communications segment.

Transaction and integration costs, recorded as a Corporate expense, for the combined Predecessor and Successor periods included within the nine months ended September 30, ~~2019~~2021, are primarily associated with the Merger Agreement. The Company elected to record all expenses that were triggered by the transaction closing in the ~~Entertainment~~Predecessor period. Included in transaction and ~~Communications segment~~integration costs are legal and financial advisory costs of $44.0 million that were paid on the Merger Date as well as $2.4 million of costs incurred prior to the Merger Date, transaction-related bonuses of $5.3 million, and severance associated with a change of control termination clause in an employee contract of $2.9 million. Other transaction costs of $0.2 million recorded in the combined Predecessor and Successor periods included within the nine months ended September 30, 2021 are related to a severance program for certain management employees as the Company continued its efforts to streamline Cincinnati and Hawaii operations. Restructuring and severance charges recorded in the second and third quarters of 2019 in the IT Services and Hardware segment are associated with initiatives to reduce and contain costs as well as headcount reductions as a result of insourcing initiatives by one of our significant customers.other projects.

Transaction and integration costs incurred in 2020, recorded as a Corporate expense, are primarily due to the termination fee of $24.8 million paid to an affiliate of Brookfield to terminate the Brookfield Merger Agreement in the first quarter of 2020. The Company also incurred transaction and integration costs in the three and nine months ended September 30, 2020 associated with the ~~MIP~~ Merger Agreement.

~~Transaction and integration costs incurred~~The gain on sale of assets, net recorded in ~~2019, recorded as a Corporate expense, are primarily due~~the Predecessor period included within the three months ended September 30, 2021 is related to the ~~continued integration~~sale and leaseback of ~~Hawaiian Telcom.~~a building in the IT Services and Hardware segment.

Interest expense decreased for the ~~three~~combined Predecessor and Successor periods included within the nine months ended September 30, ~~2020~~2021 compared to the same ~~periods~~period in the prior year due to the decrease in LIBOR rates.

~~Income~~Loss on extinguishment of debt recorded in the Predecessor period included within the nine months ended September 30, 2021 is due to the termination of the Company’s former Corporate Credit Agreement in connection with the Merger.

Other (income) expense, net recorded in the combined Predecessor and Successor periods included within the nine months ended September 30, 2021 is primarily comprised of loss on termination of the interest rate swaps of $20.1 million recorded in the third quarter of 2021.

The income tax benefit increased for the combined Predecessor and Successor periods included within the three months ended September 30, ~~2020~~2021 compared to the same period in the prior year, primarily due to the effect of interest expense limitation released in the reporting period, and unfavorable discrete adjustments recorded in the comparable period, offset in part by the decreased loss before taxes. Income tax benefit increased in the nine months ended September 30, 2020 compared to the same period in 2019 ~~due to~~ an increase in the loss before income ~~taxes~~taxes.

The income tax benefit is lower for the combined Predecessor and ~~several significant discrete items recorded primarily in the first quarter of 2020. During~~Successor periods included within the nine months ended September 30, ~~2020,~~2021 compared to the ~~Company released $15.3 million~~same period in the prior year, despite a higher loss before income taxes, primarily due to nondeductible transaction costs incurred in the Predecessor period. The comparable period tax benefit was higher than the statutory rate due most notably to the release of the valuation ~~allowances that were previously recorded~~allowance on ~~deferred tax assets related to~~previously-disallowed interest expense ~~for which~~as a result of favorable temporary provisions in the ~~tax deduction was limited. The~~ CARES ~~Act contains provisions that increase the Company’s ability to deduct interest expense. Discrete tax benefits were offset, in part, by~~ ~~the $7.6~~ ~~million tax effect of nondeductible transaction costs.~~Act.

The Entertainment and Communications segment provides products and services that can be categorized as 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 145 years. Voice and data services in the Enterprise Fiber and Legacy categories that are delivered beyond the Company's ILEC territory, particularly in Dayton and Mason, Ohio, are provided through the operations of Cincinnati Bell Extended Territories LLC ("CBET"), a 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 is able to deliver speeds of up to 30 megabits or more to approximately 75% of Greater Cincinnati and up to 20 megabits or more to approximately 50% of Hawaii's total addressable market.

Enterprise Fiber products include metro-ethernet, dedicated internet access, wavelength, IRU contracts, and wireless backhaul to macro-towers 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 other value-added services such as caller identification, voicemail, call waiting and call return.

Three Months Ended September 30,

Nine Months Ended September 30,

(dollars in millions)

2020

2019

Change

% Change

2020

2019

Change

% Change

Revenue:

Data

$
119.8

$
119.5

$
0.3

0
%

$
358.8

$
356.5

$
2.3

1
%
Video

48.1

50.2

(2.1
)

(4
)%

145.1

153.5

(8.4
)

(5
)%
Voice

65.5

70.7

(5.2
)

(7
)%

197.6

215.4

(17.8
)

(8
)%
Other

7.6

8.1

(0.5
)

(6
)%

23.0

23.9

(0.9
)

(4
)%
Total Revenue

241.0

248.5

(7.5
)

(3
)%

724.5

749.3

(24.8
)

(3
)%
Operating costs and expenses:

Cost of services and products

107.8

111.5

(3.7
)

(3
)%

319.7

338.8

(19.1
)

(6
)%
Selling, general and administrative

44.4

44.2

0.2

0
%

130.2

133.9

(3.7
)

(3
)%
Depreciation and amortization

61.6

64.4

(2.8
)

(4
)%

190.0

190.5

(0.5
)

0
%
Restructuring and severance charges

—

0.7

(0.7
)

n/m

14.8

4.9

9.9

n/m

Total operating costs and expenses

213.8

220.8

(7.0
)

(3
)%

654.7

668.1

(13.4
)

(2
)%
Operating income

$
27.2

$
27.7

$
(0.5
)

(2
)%

$
69.8

$
81.2

$
(11.4
)

(14
)%
Operating margin

11.3
%

11.1
%

0.2 pts

9.6
%

10.8
%

(1.2) pts

Capital expenditures

$
55.9

$
51.3

4.6

9
%

$
142.5

$
150.3

(7.8
)

(5
)%

	Successor			Predecessor			Non-GAAP Combined			Predecessor			Successor			Predecessor			Non-GAAP Combined			Predecessor
(dollars in millions)	September 8, 2021 to September 30, 2021			July 1, 2021 to September 7, 2021			Three Months Ended September 30, 2021			Three Months Ended September 30, 2020			September 8, 2021 to September 30, 2021			January 1, 2021 to September 7, 2021			Nine Months Ended September 30, 2021			Nine Months Ended September 30, 2020
Revenue:
Data	$	31.6		$	91.7		$	123.3		$	119.8		$	31.6		$	334.6		$	366.2		$	358.8
Video		12.2			35.3			47.5			48.1			12.2			131.8			144.0			145.1
Voice		15.8			46.8			62.6			65.5			15.8			177.3			193.1			197.6
Other		2.1			6.6			8.7			7.6			2.1			20.5			22.6			23.0
Total Revenue		61.7			180.4			242.1			241.0			61.7			664.2			725.9			724.5
Operating costs and expenses:
Cost of services and products		28.1			83.1			111.2			107.8			28.1			301.2			329.3			319.7
Selling, general and administrative		11.6			33.9			45.5			44.4			11.6			118.3			129.9			130.2
Depreciation and amortization		24.3			44.5			68.8			61.6			24.3			166.9			191.2			190.0
Restructuring and severance charges		—			—			—			—			—			(0.5	)		(0.5	)		14.8
Total operating costs and expenses		64.0			161.5			225.5			213.8			64.0			585.9			649.9			654.7
Operating (loss) income	$	(2.3	)	$	18.9		$	16.6		$	27.2		$	(2.3	)	$	78.3		$	76.0		$	69.8
Operating margin		(3.7	)%		10.5	%		6.9	%		11.3	%		(3.7	)%		11.8	%		10.5	%		9.6	%
Capital expenditures	$	32.1		$	41.5		$	73.6		$	55.9		$	32.1		$	149.3		$	181.4		$	142.5

	September 30,										Successor		Predecessor
Metrics information (in thousands):	2020		2019		Change			% Change			September 30, 2021		September 30, 2020		Change			% Change
Cincinnati
Fioptics
Data
Internet FTTP*		235.0		214.6		20.4			10	%		255.4		235.0		20.4			9	%
Internet FTTN*		27.7		32.5		(4.8	)		(15	)%		23.2		27.7		(4.5	)		(16	)%
Total Fioptics Internet		262.7		247.1		15.6			6	%		278.6		262.7		15.9			6	%
Video
Video FTTP*		108.7		113.5		(4.8	)		(4	)%		106.5		108.7		(2.2	)		(2	)%
Video FTTN*		20.8		23.0		(2.2	)		(10	)%		18.3		20.8		(2.5	)		(12	)%
Total Fioptics Video		129.5		136.5		(7.0	)		(5	)%		124.8		129.5		(4.7	)		(4	)%
Voice
Fioptics Voice Lines		104.4		108.0		(3.6	)		(3	)%		102.0		104.4		(2.4	)		(2	)%
Fioptics Units Passed
Units passed FTTP*		494.8		482.0		12.8			3	%		515.6		494.8		20.8			4	%
Units passed FTTN*		138.0		138.6		(0.6	)		0	%		131.9		138.0		(6.1	)		(4	)%
Total Fioptics units passed		632.8		620.6		12.2			2	%		647.5		632.8		14.7			2	%
Enterprise Fiber
Data
Ethernet Bandwidth (Gb)		5,978		5,006		972			19	%		7,027		5,978		1,049			18	%
Legacy
Data
DSL		63.3		65.9		(2.6	)		(4	)%		55.0		63.3		(8.3	)		(13	)%
Voice
Legacy Voice Lines		180.3		202.9		(22.6	)		(11	)%		160.5		180.3		(19.8	)		(11	)%

Entertainment and Communications, continued

September 30,

Metrics information (in thousands):

2020

2019

Change

% Change

Hawaii

Consumer / SMB Fiber

Data

Internet FTTP*

58.6

54.6

4.0

7
%
Internet FTTN*

11.7

13.2

(1.5
)

(11
)%
Total Consumer / SMB Fiber Internet

70.3

67.8

2.5

4
%
Video

Video FTTP*

30.6

31.8

(1.2
)

(4
)%
Video FTTN*

11.4

13.2

(1.8
)

(14
)%
Total Consumer / SMB Fiber Video

42.0

45.0

(3.0
)

(7
)%
Voice

Consumer / SMB Fiber Voice Lines

29.8

30.1

(0.3
)

(1
)%
Consumer / SMB Fiber Units Passed **

Units passed FTTP*

178.1

170.6

7.5

4
%
Units passed FTTN*

72.5

72.8

(0.3
)

0
%
Total Consumer / SMB Fiber units passed

250.6

243.4

7.2

3
%
Enterprise Fiber

Data

Ethernet Bandwidth (Gb)

4,063

3,424

639

19
%
Legacy

Data

DSL

38.2

44.3

(6.1
)

(14
)%
Voice

Legacy Voice Lines

164.2

183.0

(18.8
)

(10
)%

	Successor		Predecessor
Metrics information (in thousands):	September 30, 2021		September 30, 2020		Change			% Change
Hawaii
Consumer / SMB Fiber
Data
Internet FTTP*		64.4		58.6		5.8			10	%
Internet FTTN*		9.1		11.7		(2.6	)		(22	)%
Total Consumer / SMB Fiber Internet		73.5		70.3		3.2			5	%
Video
Video FTTP*		29.7		30.6		(0.9	)		(3	)%
Video FTTN*		8.4		11.4		(3.0	)		(26	)%
Total Consumer / SMB Fiber Video		38.1		42.0		(3.9	)		(9	)%
Voice
Consumer / SMB Fiber Voice Lines		28.5		29.8		(1.3	)		(4	)%
Consumer / SMB Fiber Units Passed **
Units passed FTTP*		203.2		178.1		25.1			14	%
Units passed FTTN*		66.8		72.5		(5.7	)		(8	)%
Total Consumer / SMB Fiber units passed		270.0		250.6		19.4			8	%
Enterprise Fiber
Data
Ethernet Bandwidth (Gb)		4,225		4,063		162			4	%
Legacy
Data
DSL		31.5		38.2		(6.7	)		(18	)%
Voice
Legacy Voice Lines		140.8		164.2		(23.4	)		(14	)%

*Fiber-to-the-Premise (FTTP), Fiber-to-the-Node (FTTN)

~~Fiber-to-the-Premise (FTTP), Fiber-to-the-Node (FTTN)~~

	Three Months Ended September 30,												Successor						Predecessor						Non-GAAP Combined						Predecessor
	2020						2019						September 8, 2021 to September 30, 2021						July 1, 2021 to September 7, 2021						Three Months Ended September 30, 2021						Three Months Ended September 30, 2020
	Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total
Revenue
Consumer / SMB Fiber *
Data	$	43.0	$	9.1	$	52.1	$	39.3	$	8.0	$	47.3	$	12.5	$	2.7	$	15.2	$	35.7	$	7.7	$	43.4	$	48.2	$	10.4	$	58.6	$	43.0	$	9.1	$	52.1
Video		38.7		9.4		48.1		39.5		10.7		50.2		9.9		2.3		12.2		28.7		6.6		35.3		38.6		8.9		47.5		38.7		9.4		48.1
Voice		8.9		2.7		11.6		9.2		2.7		11.9		2.1		0.7		2.8		6.5		2.1		8.6		8.6		2.8		11.4		8.9		2.7		11.6
Other		0.4		0.2		0.6		0.4		0.2		0.6		0.2		—		0.2		2.1		—		2.1		2.3		—		2.3		0.4		0.2		0.6
		91.0		21.4		112.4		88.4		21.6		110.0		24.7		5.7		30.4		73.0		16.4		89.4		97.7		22.1		119.8		91.0		21.4		112.4
Enterprise Fiber
Data		21.4		10.6		32.0		21.6		9.9		31.5		5.5		2.9		8.4		15.6		8.1		23.7		21.1		11.0		32.1		21.4		10.6		32.0
Legacy
Data		23.4		12.3		35.7		26.1		14.6		40.7		5.1		2.9		8.0		15.3		9.3		24.6		20.4		12.2		32.6		23.4		12.3		35.7
Voice		27.9		26.0		53.9		31.5		27.3		58.8		6.5		6.5		13.0		19.0		19.2		38.2		25.5		25.7		51.2		27.9		26.0		53.9
Other		3.1		3.9		7.0		3.2		4.3		7.5		1.0		0.9		1.9		2.1		2.4		4.5		3.1		3.3		6.4		3.1		3.9		7.0
		54.4		42.2		96.6		60.8		46.2		107.0		12.6		10.3		22.9		36.4		30.9		67.3		49.0		41.2		90.2		54.4		42.2		96.6
Total Entertainment and Communications revenue	$	166.8	$	74.2	$	241.0	$	170.8	$	77.7	$	248.5	$	42.8	$	18.9	$	61.7	$	125.0	$	55.4	$	180.4	$	167.8	$	74.3	$	242.1	$	166.8	$	74.2	$	241.0

	Nine Months Ended September 30,												Successor						Predecessor						Non-GAAP Combined						Predecessor
	2020						2019						September 8, 2021 to September 30, 2021						January 1, 2021 to September 7, 2021						Nine Months Ended September 30, 2021						Nine Months Ended September 30, 2020
	Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total
Revenue
Consumer / SMB Fiber *
Data	$	126.0	$	26.5	$	152.5	$	115.5	$	23.8	$	139.3	$	12.5	$	2.7	$	15.2	$	127.3	$	28.1	$	155.4	$	139.8	$	30.8	$	170.6	$	126.0	$	26.5	$	152.5
Video		116.3		28.8		145.1		120.3		33.2		153.5		9.9		2.3		12.2		106.9		24.9		131.8		116.8		27.2		144.0		116.3		28.8		145.1
Voice		25.0		8.1		33.1		27.6		8.2		35.8		2.1		0.7		2.8		23.7		7.9		31.6		25.8		8.6		34.4		25.0		8.1		33.1
Other		1.1		0.6		1.7		1.1		0.5		1.6		0.2		—		0.2		2.6		—		2.6		2.8		—		2.8		1.1		0.6		1.7
		268.4		64.0		332.4		264.5		65.7		330.2		24.7		5.7		30.4		260.5		60.9		321.4		285.2		66.6		351.8		268.4		64.0		332.4
Enterprise Fiber
Data		64.3		31.0		95.3		63.8		29.3		93.1		5.5		2.9		8.4		57.8		29.3		87.1		63.3		32.2		95.5		64.3		31.0		95.3
Legacy
Data		71.6		39.4		111.0		78.4		45.7		124.1		5.1		2.9		8.0		59.1		33.0		92.1		64.2		35.9		100.1		71.6		39.4		111.0
Voice		85.7		78.8		164.5		96.3		83.3		179.6		6.5		6.5		13.0		72.9		72.8		145.7		79.4		79.3		158.7		85.7		78.8		164.5
Other		9.3		12.0		21.3		10.2		12.1		22.3		1.0		0.9		1.9		9.0		8.9		17.9		10.0		9.8		19.8		9.3		12.0		21.3
		166.6		130.2		296.8		184.9		141.1		326.0		12.6		10.3		22.9		141.0		114.7		255.7		153.6		125.0		278.6		166.6		130.2		296.8
Total Entertainment and Communications revenue	$	499.3	$	225.2	$	724.5	$	513.2	$	236.1	$	749.3	$	42.8	$	18.9	$	61.7	$	459.3	$	204.9	$	664.2	$	502.1	$	223.8	$	725.9	$	499.3	$	225.2	$	724.5

Cincinnati Fioptics and Hawaii Consumer/SMB Fiber (collectively, "Consumer/SMB Fiber")

Consumer/SMB Fiber revenue ~~increased by $2.4 million~~ for the combined Predecessor and Successor periods included within the three and nine months ended September 30, ~~2020~~2021 increased $7.4 million and $19.4 million, respectively, as compared to the same ~~period~~periods in the prior ~~year as the~~year. The increase in the subscriber base for internet more than offset the decline in video and voice subscribers. The internet subscriber base continues to increase as we focus our attention on growing the internet FTTP subscriber base. ~~Favorable churn in the three months ended September 30, 2020 compared to the same period in 2019 has also contributed to the increased internet subscriber base.~~ In addition, the Average Revenue Per User (“ARPU”) for the three and nine months ended September 30, ~~2020~~2021 increased for internet in ~~both~~ Cincinnati by 6% and 5%, respectively, and in Hawaii by 3%9% and ~~10%~~11%, respectively, as compared to the same ~~period~~periods in ~~2019.~~2020 primarily due to price increases and more customers subscribing to higher broadband tiers. Video ARPU also increased in the three and nine months ended September 30, 2021 in Cincinnati by 4% and 5%, respectively, and in Hawaii by 6% and 4%, respectively, as compared to the comparable periods in the prior year which partially offset the decline in video subscribers. Video ARPU increases are related to price increases ~~for internet.~~

~~Consumer/SMB Fiber~~as well as the change in the mix of subscribers. Voice revenue increased ~~by $2.2 million for~~in the nine months ended September 30, ~~2020 compared to the same period in 2019 as similar trends impacting the revenue increase for the quarter also impacted the nine months ended September 30, 2020.~~ ~~ARPU for the nine months ended September 30, 2020 increased for internet in both Cincinnati and Hawaii by 4% and~~ 8%~~, respectively,~~2021 as compared to the same period in the prior ~~year. In addition,~~year primarily due to revenue associated with customer surcharges related to increased regulatory fees which more than offset the decline in voice subscribers. Other revenue increased for the three and nine months ended September 30, 2021 as compared to the comparable periods in 2020 primarily due to revenue associated with fiber build projects in Cincinnati. Consumer/SMB Fiber revenue was also unfavorably impacted in the nine months ended September 30, 2020 ~~was negatively impacted by~~due to a decline in ~~non-recurring~~certain nonrecurring revenue ~~due to COVID-19 and~~as a result of the Company’s participation in the Pledge that expired on June 30, 2020.

Enterprise Fiber revenue ~~increased~~ ~~$0.5 million~~for the combined Predecessor and ~~$2.2 million for~~Successor periods included within the three and nine months ended September 30, ~~2020 as~~2021 was nearly flat compared to the ~~same~~comparable periods in ~~2019~~the prior year. Increased revenue as a result of customers migrating from legacy product offerings to higher bandwidth fiber solutions, as evidenced by the ~~19% increase~~18% and 4% increases in Ethernet Bandwidth in ~~both~~ Cincinnati and ~~Hawaii. The increase to revenue from additional customers switching to fiber solutions is partially~~Hawaii, respectively, was offset by pricing pressures to provide higher speeds ~~for~~at a lower cost.

Legacy revenue decreased for the combined Predecessor and Successor periods included within the three and nine months ended September 30, ~~2020~~2021 as compared to the same periods in the prior year due to the decline in voice lines and DSL subscribers. Voice lines declined 11% and ~~10%~~14% in Cincinnati and Hawaii, respectively, as the traditional voice lines become less relevant. DSL subscribers decreased by 4%13% and ~~14%~~18% in Cincinnati and Hawaii, respectively, as subscribers demand the higher speeds that can be provided by fiber. In addition, declines in DS1, DS3 and digital trunking have contributed to the revenue decline for these products in ~~2020~~2021 compared to the same periods in the prior year as customers migrate away from these solutions to fiber-based solutions.

Cost of services and products ~~decreased $3.7 million~~ for the combined Predecessor and Successor periods included within the three and nine months ended September 30, ~~2020~~2021 increased $3.4 million and $9.6 million, respectively, as compared to the ~~same period~~comparable periods in ~~2019~~2020 due to ~~decreases~~increases in ~~video content costs~~operating taxes, contract services and operating ~~taxes of $1.8 million and $1.3 million, respectively. Lower video content costs are~~materials which were partially offset by a ~~result of decreased subscribers.~~decrease in payroll related costs. The ~~decrease~~increase in operating taxes is due to ~~decreases in~~increased regulatory fees ~~and general excise tax. In~~in addition to ~~video content costs and~~lower operating taxes ~~payroll wages and taxes decreased by $1.3 million due to reduced headcount as a result of the restructuring that took place~~ in ~~the first quarter of~~ 2020 ~~and throughout 2019. Partially offsetting this cost savings is higher bonus expense due to a one-time bonus awarded to employees for their efforts during COVID-19.~~

Cost of services and products decreased $19.1 million for the nine months ended September 30, 2020 compared to the same period in the prior year due primarily to decreases in payroll related costs, video content costs and operating taxes. Payroll related costs decreased $2.2 million for the nine months ended September 30, 2020 compared to the same period in the prior year due to reduced headcount as well as lower workers compensation benefits more than offsetting incremental bonus expense. Video content costs decreased by $5.8 million for the nine months ended September 30, 2020 compared to the same period in 2019 as a result of decreased subscribers. Lower operating taxes are primarily due to favorable audit results that resulted in a nonrecurring benefit of $4.2 million ~~for~~in the nine months ended September 30, 2020. In the three and nine months ended September 30, 2021, contract services increased $0.7 million and $2.9 million, respectively, as compared to the same periods in 2020 primarily due to outsourcing certain functions in the prior year as well as a significant general liability insurance claim incurred in the first quarter of 2021. Operating materials increased $1.6 million and $1.9 million in the three and nine months ended September 30, 2021, respectively, as compared to the same periods in the prior year as a result of increased purchases associated with the expansion of our fiber network. Payroll related costs decreased $2.1 million and $4.0 million for the three and nine months ended September 30, 2021, respectively, as compared to the comparable periods in the prior year primarily due to lower headcount as a result of restructuring activities executed in prior years in addition to higher bonus expense recorded in the third quarter of 2020 associated with a ~~decrease in general excise tax.~~one-time bonus awarded to employees for their efforts during COVID-19.

SG&A expenses increased ~~$0.2~~$1.1 million for the combined Predecessor and Successor periods included within the three months ended September 30, 2021 as compared to the same period in the prior year due to increased contract services of $0.5 million for higher utilization of outside contractors on certain specialized projects, increased advertising of $1.3 million as the Company delayed certain marketing campaigns and promotional events in 2020 and other nonrecurring savings realized in the three months ended September 30, 2020 ~~compared to the same period in 2019. An increase in contract services~~ as a result of ~~higher insurance costs in third quarter of 2020 and increased bonus expense of $1.9 million primarily due to a one-time employee award was partially offset by~~ cost containment strategies ~~taken in 2020 to reduce the negative impact of the COVID-19 pandemic on the business.~~

~~SG&A expenses decreased $3.7 million for the nine months ended September 30, 2020 compared to the comparable period in the prior year primarily related to cost containment strategies taken in 2020~~implemented to reduce the negative impact of the COVID-19 pandemic on the business. The ~~decrease~~increase was partially offset by ~~increases~~decreased bad debt expense of $1.3 million compared to ~~contract services as~~the three months ended September 30, 2020. The decrease in bad debt expense is a result of ~~higher insurance costs, bad debt expense due to~~ updating our estimate of the impact of the economic downturn associated with the COVID-19 pandemic on the Company’s receivables ~~and incremental bonus expense recorded~~ in the ~~third quarter.~~ three months ended September 30, 2020 as well as increased focus on collection efforts.

SG&A expenses decreased $0.3 million for the combined Predecessor and Successor periods included within the nine months ended September 30, 2021 as compared to the same period in 2020 primarily due to decreased bad debt expense of $7.7 million compared to the nine months ended September 30, 2020 as a result of updating our estimate in 2020 as well as focus on collection efforts and favorable resolution of reserved balances in the first quarter of 2021 associated with a customer that filed for bankruptcy in a prior period. The decrease in bad debt expense was partially offset by increased payroll related costs due to additional headcount and similar trends impacting the three months ended September 30, 2021.

Depreciation and amortization ~~decreased $2.8~~expense increased $7.2 million and ~~$0.5~~$1.2 million infor the combined Predecessor and Successor periods included within the three and nine months ended September 30, 2021, respectively, as compared to the same periods in 2020 ~~respectively,~~primarily due to additional expense of $9.0 million recorded in the Successor period related to the increased value of property, plant and equipment and intangibles as a result of fair value adjustments. The increase was partially offset due to fewer assets placed in service in connection with the expansion of our fiber network in the combined Predecessor and Successor periods included within the three and nine months ended September 30, 2021 as compared to the same periods in the prior ~~year primarily~~year.

Restructuring and severance charge reversals recorded in the Predecessor period included within the nine months ended September 30, 2021 are due to ~~a decrease~~employees that transitioned to new positions in ~~assets placed~~the Company and were previously included in ~~service during 2020~~the VSP offered in ~~connection with~~ the ~~expansion~~first quarter of ~~our fiber network.~~

2020. Restructuring and severance charges recorded in the nine months ended September 30, 2020 are primarily related to a VSP for certain bargained and management employees in an effort to continue to reduce costs associated with our copper field and network operations.~~Restructuring and severance charges recorded in the three and nine months ended September 30, 2019~~ ~~were related to a severance program for certain management employees as the Company continued its efforts to streamline operations between Cincinnati and Hawaii.~~

	Three Months Ended September 30,												Successor						Predecessor						Non-GAAP Combined						Predecessor
	2020						2019						September 8, 2021 to September 30, 2021						July 1, 2021 to September 7, 2021						Three Months Ended September 30, 2021						Three Months Ended September 30, 2020
	Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total
Consumer / SMB Fiber capital expenditures *
Construction	$	6.1	$	4.1	$	10.2	$	4.8	$	2.4	$	7.2	$	8.2	$	2.1	$	10.3	$	8.6	$	5.6	$	14.2	$	16.8	$	7.7	$	24.5	$	6.1	$	4.1	$	10.2
Installation		8.4		3.4		11.8		10.7		3.4		14.1		4.7		2.6		7.3		7.3		2.9		10.2		12.0		5.5		17.5		8.4		3.4		11.8
Other		2.4		0.2		2.6		2.9		0.8		3.7		1.0		0.2		1.2		0.8		—		0.8		1.8		0.2		2.0		2.4		0.2		2.6
Total Consumer / SMB Fiber		16.9		7.7		24.6		18.4		6.6		25.0		13.9		4.9		18.8		16.7		8.5		25.2		30.6		13.4		44.0		16.9		7.7		24.6
Enterprise Fiber		4.4		2.7		7.1		4.9		2.1		7.0		2.4		1.4		3.8		1.6		2.1		3.7		4.0		3.5		7.5		4.4		2.7		7.1
Other		9.8		14.4		24.2		10.4		8.9		19.3		5.4		4.1		9.5		6.3		6.3		12.6		11.7		10.4		22.1		9.8		14.4		24.2
Total Entertainment and Communications capital expenditures	$	31.1	$	24.8	$	55.9	$	33.7	$	17.6	$	51.3	$	21.7	$	10.4	$	32.1	$	24.6	$	16.9	$	41.5	$	46.3	$	27.3	$	73.6	$	31.1	$	24.8	$	55.9

	Nine Months Ended September 30,												Successor						Predecessor						Non-GAAP Combined						Predecessor
	2020						2019						September 8, 2021 to September 30, 2021						January 1, 2021 to September 7, 2021						Nine Months Ended September 30, 2021						Nine Months Ended September 30, 2020
	Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total
Consumer / SMB Fiber capital expenditures *
Construction	$	14.1	$	9.5	$	23.6	$	21.4	$	6.2	$	27.6	$	8.2	$	2.1	$	10.3	$	22.3	$	16.7	$	39.0	$	30.5	$	18.8	$	49.3	$	14.1	$	9.5	$	23.6
Installation		25.1		10.6		35.7		36.8		11.5		48.3		4.7		2.6		7.3		30.6		9.5		40.1		35.3		12.1		47.4		25.1		10.6		35.7
Other		6.9		0.3		7.2		7.2		2.1		9.3		1.0		0.2		1.2		3.3		0.4		3.7		4.3		0.6		4.9		6.9		0.3		7.2
Total Consumer / SMB Fiber		46.1		20.4		66.5		65.4		19.8		85.2		13.9		4.9		18.8		56.2		26.6		82.8		70.1		31.5		101.6		46.1		20.4		66.5
Enterprise Fiber		8.8		8.2		17.0		8.4		5.4		13.8		2.4		1.4		3.8		14.5		9.6		24.1		16.9		11.0		27.9		8.8		8.2		17.0
Other		26.8		32.2		59.0		24.8		26.5		51.3		5.4		4.1		9.5		19.4		23.0		42.4		24.8		27.1		51.9		26.8		32.2		59.0
Total Entertainment and Communications capital expenditures	$	81.7	$	60.8	$	142.5	$	98.6	$	51.7	$	150.3	$	21.7	$	10.4	$	32.1	$	90.1	$	59.2	$	149.3	$	111.8	$	69.6	$	181.4	$	81.7	$	60.8	$	142.5

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. ~~In the third quarter of 2020, we passed an additional 5,200 FTTP addresses in Cincinnati.~~ As of September 30, ~~2020,~~2021, the Company is able to deliver its Fioptics services with speeds up to 30 megabits or more to approximately ~~632,800~~647,500 residential and commercial addresses, or 75% of our operating territory in Cincinnati. Cincinnati construction capital expenditures ~~increased $1.3 million in~~for the combined Predecessor and Successor periods included within the three and nine months ended September 30, ~~2020~~2021 increased $10.7 million and $16.4 million, respectively, as compared to the same ~~period~~periods in ~~the prior year primarily~~2020 due to passing more addresses in the third quarter of 2020 compared to the same period in 2019. Cincinnati construction capital expenditures decreased $7.3 million in the nine months ended September 30, 2020 compared to the comparable period in 2019 primarily due to2021 and the timing of capital expenditures, which does not necessarily coincide with the timing of when addresses become available. The increase in Consumer/SMB Fiber units passed in 2021 was partially offset due to decommissioning a legacy video platform, thereby disqualifying approximately 13,200 addresses. Cincinnati installation capital expenditures are primarily related to the timing of expenditures for customer premise equipment (“CPE”) utilized for installations. In the combined Predecessor and Successor periods for the three and nine months ended September 30, ~~2020,~~2021, Cincinnati installation capital expenditures ~~decreased $2.3~~increased $3.6 million and ~~$11.7~~$10.2 million, respectively, as compared to the same periods in ~~2019~~2020 primarily due to ~~lower~~higher volume of CPE purchased.

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 as well as network refresh projects that ensure ~~that~~ we continue to grow our capacity and services within the network core. Cincinnati Enterprise Fiber capital expenditures increased $8.1 million in the nine months ended September 30, 2021 as compared to the same period in the prior year primarily due to increased spend associated with a scheduled network refresh project in addition to fiber build projects. 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.

Hawaii construction capital expenditures ~~increased $1.7 million~~for the combined Predecessor and ~~$3.3 million for~~Successor periods included within the three and nine months ended September 30, ~~2020,~~2021 increased $3.6 million and $9.3 million, respectively, as compared to the same periods in the prior year due to building out ~~1,900~~6,700 new addresses in the third quarter of ~~2020,~~2021, primarily in rural areas and on the neighbor islands, and ~~4,200~~15,700 new addresses in the nine months ended September 30, ~~2020.~~2021. Hawaii installation capital expenditures ~~decreased $0.9~~increased $2.1 million and $1.5 million in the combined Predecessor and Successor periods included within the three and nine months ended September 30, ~~2020~~2021, respectively, as compared to the ~~prior year~~comparable periods in 2020 primarily due to ~~less video and high-speed~~increased internet ~~installations.~~installations on the neighbor islands. Enterprise fiber capital in Hawaii is primarily driven by new ethernet customers. Hawaii capital expenditures classified as ~~other~~Other include IT projects, real estate projects, road jobs or plant damage projects, and network upgrades or optimization projects.

The IT Services and Hardware segment provides end-to-end IT solutions ranging from consulting to implementation to ongoing optimization of existing technology. 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 and strategic services in conjunction with the Company’s fiber and copper networks, 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~~designing and ~~designing~~building a solution, using either the customer's existing infrastructure or new cloud based options that transforms the way that 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 Wide Area Network ("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.

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.

	Successor			Predecessor			Non-GAAP Combined			Predecessor			Successor			Predecessor			Non-GAAP Combined			Predecessor
(dollars in millions)	September 8, 2021 to September 30, 2021			July 1, 2021 to September 7, 2021			Three Months Ended September 30, 2021			Three Months Ended September 30, 2020			September 8, 2021 to September 30, 2021			January 1, 2021 to September 7, 2021			Nine Months Ended September 30, 2021			Nine Months Ended September 30, 2021
Revenue:
Consulting	$	21.6		$	56.5		$	78.1		$	49.4		$	21.6		$	193.6		$	215.2		$	138.5
Cloud		6.6			18.7			25.3			21.1			6.6			66.4			73.0			63.0
Communications		14.2			40.1			54.3			53.9			14.2			149.1			163.3			160.3
Infrastructure Solutions		9.6			23.4			33.0			30.8			9.6			83.3			92.9			82.7
Total revenue		52.0			138.7			190.7			155.2			52.0			492.4			544.4			444.5
Operating costs and expenses:
Cost of services and products		34.6			95.8			130.4			102.7			34.6			335.6			370.2			290.2
Selling, general and administrative		9.9			28.8			38.7			36.9			9.9			104.8			114.7			110.6
Depreciation and amortization		5.8			7.6			13.4			10.2			5.8			27.9			33.7			30.7
Restructuring and severance related charges		—			0.3			0.3			0.8			—			1.7			1.7			1.5
Gain on sale of assets, net		—			(2.8	)		(2.8	)		—			—			(2.8	)		(2.8	)		—
Total operating costs and expenses		50.3			129.7			180.0			150.6			50.3			467.2			517.5			433.0
Operating income	$	1.7		$	9.0		$	10.7		$	4.6		$	1.7		$	25.2		$	26.9		$	11.5
Operating margin		3.3	%		6.5	%		5.6	%		3.0	%		3.3	%		5.1	%		4.9	%		2.6	%
Capital expenditures	$	3.3		$	4.0		$	7.3		$	3.9		$	3.3		$	15.9		$	19.2		$	16.7

Three Months Ended September 30,

Nine Months Ended September 30,

(dollars in millions)

2020

2019

Change

% Change

2020

2019

Change

% Change

Revenue:

Consulting

$
49.4

$
37.6

$
11.8

31
%

$
138.5

$
114.6

$
23.9

21
%
Cloud

21.1

22.6

(1.5
)

(7
)%

63.0

69.8

(6.8
)

(10
)%
Communications

53.9

51.3

2.6

5
%

160.3

147.0

13.3

9
%
Infrastructure Solutions

30.8

29.0

1.8

6
%

82.7

85.6

(2.9
)

(3
)%
Total revenue

155.2

140.5

14.7

10
%

444.5

417.0

27.5

7
%
Operating costs and expenses:

Cost of services and products

102.7

89.4

13.3

15
%

290.2

268.3

21.9

8
%
Selling, general and administrative

36.9

38.8

(1.9
)

(5
)%

110.6

113.8

(3.2
)

(3
)%
Depreciation and amortization

10.2

11.1

(0.9
)

(8
)%

30.7

38.5

(7.8
)

(20
)%
Restructuring and severance related charges

0.8

0.6

0.2

33
%

1.5

1.5

—

—

Total operating costs and expenses

150.6

139.9

10.7

8
%

433.0

422.1

10.9

3
%
Operating income (loss)

$
4.6

$
0.6

$
4.0

n/m

$
11.5

$
(5.1
)

$
16.6

n/m

Operating margin

3.0
%

0.4
%

2.6 pts

2.6
%

(1.2
)%

3.8 pts

Capital expenditures

$
3.9

$
5.4

$
(1.5
)

(28
)%

$
16.7

$
16.9

$
(0.2
)

(1
)%

	September 30,									Successor		Predecessor
Metrics information (in thousands):	2020		2019		Change		% Change
Metrics information:										September 30, 2021		September 30, 2020		Change		% Change
Consulting
Billable Resources		1,437		1,007		430		43	%		2,232		1,437		795		55	%

Communications
NaaS Locations		5,419		3,492		1,927		55	%		10,407		5,419		4,988		92	%
SD - WAN Locations		2,783		1,849		934		51	%		6,321		2,783		3,538	n/m
Hosted UCaaS Profiles*		277,610		270,335		7,275		3	%		301,715		277,610		24,105		9	%

IT Services and Hardware segment revenue ~~increased $14.7 million and $27.5 million~~ for the ~~three~~combined Predecessor and ~~nine~~Successor periods included within the three months ended September 30, ~~2020, respectively,~~2021 increased $35.5 million as compared to the comparable period in the prior year. Consulting revenue is the most significant contributor in which revenue increased $28.7 million in the combined Predecessor and Successor periods included within the three months ended September 30, 2021 as compared to the same period in the prior year due to obtaining new projects throughout 2020 which continue to bill and grow in 2021. Cloud revenue increased $4.2 million for the combined Predecessor and Successor periods included within the three months ended September 30, 2021 as compared to the comparable period in 2020 due to providing ongoing monitoring and management services to new customers obtained in 2020 that continue to bill in 2021 in addition to an increase in professional services projects. Communications revenue increased $0.4 million for the combined Predecessor and Successor periods included within the three months ended September 30, 2021 as compared to the same period in the prior year. ~~Communications and Consulting revenue are the main contributors to this revenue~~The increase in ~~2020. Communications~~ revenue ~~increased~~ as a result of customers migrating to newer technologies which has increased the Company’s Hosted UCaaS profiles, NaaS locations and SD-WAN ~~locations.~~locations was partially offset by the decline in legacy communications revenue. The increase in Infrastructure Solutions revenue is due primarily to increased revenue associated with professional services projects.

IT Services and Hardware segment revenue increased $99.9 million for the combined Predecessor and Successor periods included within the nine months ended September 30, 2021 as compared to the same period in the prior year primarily due to growth in the Consulting practice of $76.7 million and other similar trends that impacted the quarter. In addition, Communications strategic revenue growth in 2021 was ~~favorably impacted as certain~~also partially offset by usage-based revenue recognized in the nine months ended September 30, 2020 associated with customers ~~required additional services to mitigate~~mitigating the ~~issues caused by~~impact of the COVID-19 pandemic on their businesses. The decline in legacy communications revenue and one-time Communications projects partially offset these increases. Consulting revenue increased due to obtaining new projects throughout 2019 which continue to bill and grow in 2020. Infrastructure Solutions revenue increased ~~$1.8~~$10.2 million infor the ~~three~~combined Predecessor and Successor periods included within the nine months ended September 30, ~~2020~~2021 as compared to the same period in the prior year due to additional project volume from existing customers, primarily in the retail and education sectors, in the third quarter of 2020. In the nine months ended September 30, 2020, Infrastructure Solutions revenue decreased $2.9 million compared to the same period in 2019 as increased revenue from projects in the third quarter was more than offset by the decline inlower hardware sales that occurred in the second quarter partially due to the impacts of COVID-19 and customers migrating to managed services. Increased revenue was partially offset by decreases in Cloud revenue in the three and nine months ended September 30, 2020 compared to the comparable periods in 2019. Cloud revenue decreased due to less revenue generated from one-time projects in addition to lower revenue contributed by GE of $4.3 million in the nine months ended September 30, 2020 ~~compared~~due to the ~~prior year due to GE insourcing certain cloud services.~~impacts of COVID-19 and higher revenue in 2021 associated with professional services projects.

IT Services and Hardware cost of services and products ~~increased $13.3 million~~for the combined Predecessor and ~~$21.9 million for~~Successor periods included within the three and nine months ended September 30, ~~2020,~~2021 increased $27.7 million and $80.0 million, respectively, as compared to the same periods in ~~the prior year~~2020 due to increases in payroll related costs, contractor costs, software licensing costs and regulatory fees. ~~The increase~~In the combined Predecessor and Successor periods included within the three and nine months ended September 30, 2021, the increases in payroll related costs of $0.5 million and $10.9 million, respectively, and contractor costs isof $25.3 million and $63.2 million, respectively, as compared to the same periods in the prior year are due to additional headcount to support the growth in the Communications and Consulting ~~practices~~practices. Primarily as ~~well as~~a result of the consulting projects obtained in 2020, billable resources increased by 795 persons compared to September 30, 2020. The increase in payroll related costs in both comparable periods was partially offset by higher bonus expense incurred in the third quarter of 2020 related to a one-time bonus to reward employees for their efforts during COVID-19. ~~As a result of the consulting projects obtained in 2019, billable resources increased by 430 compared to September 30, 2019.~~ Higher software licensing costs were also incurred to support the revenue growth in the Communications practice.

SG&A expenses ~~decreased $1.9 million and $3.2~~increased $1.8 million for the combined Predecessor and Successor periods included within the three months ended September 30, 2021 as compared to the comparable period in 2020 primarily due to an increase in payroll related costs and employee related costs. The increase in employee related costs is due to restrictions in certain geographies being eased and employees beginning to travel in the second and third quarters of 2021.

SG&A expenses increased $4.1 million for the combined Predecessor and Successor periods included within the nine months ended September 30, ~~2020, respectively,~~2021 as compared to the ~~comparable periods~~same period in ~~2019. The decreases are~~the prior year primarily due to an increase in payroll related costs due to ~~cost containment strategies taken~~additional headcount as well as employee contract termination costs incurred in the first quarter of 2020 ~~to reduce the negative impact of the COVID-19 pandemic on the business. This was~~that did not recur in 2021. These increases were partially offset by ~~an increase~~a decrease in bad debt expense due to updating our estimate of the expected impact of the economic downturn associated with the COVID-19 pandemic on the Company’s receivables ~~and a one-time bonus awarded to employees in the third quarter. In addition, employee contract termination costs incurred in the first quarter of 2020 partially offset the decrease~~ in the nine months ended September 30, ~~2020~~2020. Employee related and travel activities increased in the nine months ended September 30, 2021 as restrictions eased; however activity continued to be limited in the first quarter of 2021 resulting in a nominal decrease in expense for the combined Predecessor and Successor periods included within the nine months ended September 30, 2021 as compared to the same period in ~~the prior year.~~2020.

Depreciation and amortization ~~expenses decreased $0.9~~expense increased $3.2 million and ~~$7.8~~$3.0 million for the combined Predecessor and Successor periods included within the three ~~months~~ and nine months ended September 30, ~~2020,~~2021, respectively, as compared to the same periods in ~~the prior year~~2020 due to ~~accelerated depreciation~~additional expense for certain network assets designated for use by a specific customer. The network assets for which accelerated depreciation expense was incurred were determined to have a shorter useful life due to a changeof $4.2 million recorded in the ~~customer's requirements in~~Successor period related to the ~~first quarter~~increased value of ~~2019~~property, plant and ~~were fully depreciated~~equipment and intangibles as a result of ~~December 31, 2019.~~fair value adjustments.

Restructuring and severance related charges recorded in the Predecessor periods included within the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 are associated with initiatives to reduce and contain costs. ~~In addition, restructuring and severance related charges recorded in the second quarter of 2019 are related to insourcing initiatives by one of our significant customers.~~

Capital expenditures are dependent on the timing of success-based projects. Capital expenditures for the combined Predecessor and Successor periods included within the three and nine months ended September 30, ~~2020,~~2021 were primarily related to projects supporting the Cloud and Communications practices. In addition to success-based projects, the Company incurred ~~$1.3~~$3.0 million for implementation work associated with internal software projects in the combined Predecessor and Successor periods included within the nine months ended September 30, ~~2020.~~2021.

As of September 30, ~~2020,~~2021, the Company had ~~$1,958.0 million of outstanding indebtedness and~~ an accumulated deficit of ~~$2,826.0 million. A significant amount~~$5.0 million and $1,395.9 million of ~~the Company's accumulated deficit resulted from the purchase and operation of a national broadband business, which was sold in 2003.~~outstanding indebtedness.

The Company’s primary source of cash is generated by operations. The Company generated ~~$138.9~~$130.3 million of cash flows from operations in the combined Predecessor and ~~$188.9~~Successor periods included within the nine months ended September 30, 2021 and $138.9 million of cash flows from operations during the nine months ended September 30, ~~2020 and 2019, respectively.~~2020. As of September 30, ~~2020,~~2021, the Company had ~~$159.9~~$405.5 million of short-term liquidity, comprised of ~~$8.8~~$5.4 million of cash and cash equivalents, ~~$143.0~~$275.0 million of undrawn capacity on our Revolving Credit Facility due 2026 (defined below), and ~~$8.1~~$125.1 million available under the Receivables Facility.

The Receivables Facility permits maximum borrowings of up to ~~$200.0 million and is subject to annual renewal.~~$215.0 million. As of September 30, ~~2020,~~2021, the Company had borrowings of ~~$179.5~~$75.1 million and ~~$12.4~~$14.8 million of letters of credit outstanding under the Receivables Facility on a borrowing capacity of ~~$200.0~~$215.0 million. While we expect to continue to renew this facility, we would be required to use cash, or our Revolving Credit Facility due 2026, or other sources to repay any outstanding balance on the Receivables Facility if it was not renewed.

The Company’s primary uses of cash are for capital expenditures and debt service and, to a lesser extent, to fund pension and retiree medical ~~obligations~~obligations. In connection with the Merger and ~~preferred~~the initial capitalization by Parent, the Company paid $807.3 million as consideration to Common Shareholders, including restricted stock ~~dividends.~~awards that vested on the Merger Date to certain employees, $155.2 million as consideration to Preferred Shareholders and $44.0 million of transaction costs primarily related to legal costs and acquisition-related advisory fees associated with the Merger. In the first quarter of 2020, as a result of terminating the Brookfield Merger Agreement, we paid an affiliate of Brookfield a termination fee of $24.8 million on March 13, 2020. 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 twelve months.

In connection with the Merger at the Effective Time, 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 $275 million senior secured revolving credit facility including both a letter of credit subfacility of up to $40 million and a swingline loan subfacility of up to $10 million (the “Revolving Credit Facility due 2026”) and (ii) a seven-year $150 million senior secured term loan facility (the “Term Loan due 2028”). The Revolving Credit Facility due 2026 matures in September 2026, and the Term Loan due 2028 matures in September 2028. Borrowings under the Term Loan due 2028 were used in part to refinance existing company indebtedness and for working capital and general corporate purposes. The Company capitalized $32.0 million of costs incurred as a result of the Term Loan due 2028 as a reduction of debt. In addition, $6.1 million of costs incurred as a result of the Revolving Credit Facility due 2026 were capitalized and recorded in “Other noncurrent assets.” Borrowings under the Revolving Credit Facility due 2026 are used to provide ongoing working capital as well as other general corporate cash flow needs of the Company. At September 30, 2021, there were no outstanding borrowings under the Revolving Credit Facility due 2026, leaving $275.0 million available.

The Credit Agreement includes a springing financial covenant that requires the Company to maintain a maximum secured net leverage ratio of 5.75 to 1.00 when utilization under the Revolving Credit Facility due 2026 exceeds 35% of the commitments thereunder. In addition, the Credit Agreement contains customary affirmative and negative covenants, including but not limited to, certain restrictions on the Company's ability to incur additional indebtedness, create liens, pay dividends, make certain investments, prepay other indebtedness, sell, transfer, lease, or dispose of assets and enter into, or undertake, certain liquidations, mergers, consolidations or acquisitions.

The Credit Agreement is subject to 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 payment defaults of any indebtedness having an aggregate outstanding principal amount of not less than the greater of $112.0 million and 3.75% of consolidated tangible assets, and cross acceleration to certain other indebtedness, certain bankruptcy-related events or proceedings, the entry of final monetary judgments or orders, ERISA defaults, invalidity of collateral documents or material guarantees and certain change of control events. If the Company were to violate any of its covenants and were unable to cure such default or obtain a waiver, it would be considered a default. If the Company were in default under the Credit Agreement, no additional borrowings under this facility would be available until the default was waived or cured.

In the second quarter of 2021, the Company executed amendments to its Receivables Facility, which replaced, amended and added certain provisions and definitions to increase the credit availability and renew the facility. The amendments extended the facility’s renewal date until June 2023 and the facility’s termination date to June 2024. The maximum borrowing limit for loans and letters of credit under the Receivables Facility was increased from $200.0 million to $215.0 million in the aggregate. In addition, the amendments removed the provision that the LIBOR rate for the Receivables Facility may not fall below 0.75%. Capacity on the AR facility is calculated and will continue to be calculated based on the quantity and quality of outstanding accounts receivables. Therefore, if the Company experiences declines in revenue or extends discounts to customers, the capacity could be negatively impacted and reduce our short term liquidity. Management is continuously monitoring liquidity to ensure sufficient cash is available.

As of September 30, ~~2020,~~2021, the Company was in compliance with the Credit Agreement ~~covenants.~~covenants and ratios.

Cash provided by operating activities during the combined Predecessor and Successor periods included within the nine months ended September 30, ~~2020~~2021 totaled ~~$138.9~~$130.3 million, a decrease of ~~$50.0~~$8.6 million compared to the same period in ~~2019.~~2020. The decrease is due primarily to increased transaction and termination costs of $10.7 million, loss on termination of interest rate swaps of $20.1 million and ~~increased~~payment to employees for the partial year bonus per the terms of the Merger Agreement, partially offset by cash ~~outflow due to working capital~~receipt in the third quarter of 2021 for a long term revenue contract that was paid in advance as well as lower restructuring and severance payments in 2021 compared to the same period in the prior year. Increased cash outflow due to working capital is partially due to $20.2 million of accounts receivables sold on the Receivables Facility as of September 30, 2019, and no outstanding balance of accounts receivables sold as of September 30, 2020, as well as increased days sale outstanding in 2020 due to COVID-19 and the Pledge.

Cash flows used in investing activities during the combined Predecessor and Successor periods included within the nine months ended September 30, 2021 and nine months ended September 30, 2020 totaled $1,864.1 million and $160.8 million, ~~a decrease~~respectively. Cash flows used in investing activities in the Successor period include $1,620.7 million related to consideration transferred associated with the Merger Agreement. Consideration transferred includes payments to Common Shareholders, payments to Preferred Shareholders, and the extinguishment of ~~$6.2~~existing debt and accrued interest under the Corporate Credit Agreement. In addition, cash flows used in investing activities for the combined Predecessor and Successor periods included within the nine months ended September 30, 2021 includes the acquisition of fiber assets from Paniolo Cable Company, LLC for $51.8 million and increased capital expenditures of $41.4 million compared to the same period in ~~2019 due to~~ the ~~decrease in capital expenditures.~~prior year.

Cash flows provided by financing activities during the combined Predecessor and Successor periods included within the nine months ended September 30, 2021 and nine months ended September 30, 2020 totaled $1,722.0 million and $19.3 million, ~~as compared to cash used in~~respectively. Cash flows provided by financing activities ~~of $30.9 million~~ during the ~~same period in~~combined Predecessor and Successor periods included within the ~~prior year.~~ nine months ended September 30, 2021 are primarily related to the Merger and capital contributions by Red Fiber Parent LLC. The issuance of the Term Loan due 2028 and issuance of the Paniolo fiber assets financing also contributed financing cash inflows of $173.0 million. These increases were partially offset by debt issuance costs associated with the Term Loan due 2028 and payments on the Receivables Facility of $106.7 million. In the nine months ended September 30, 2020, the Company borrowed $48.0 million on the Receivables Facility. ~~In the nine months ended September 30, 2019, the Company borrowed $27.0 million on the Revolving Credit Facility and repaid $35.1 million on the Receivables Facility.~~

~~In the second quarter of 2020, the Company~~ executed amendments to its Receivables Facility, which replaced, amended and added certain provisions and definitions to decrease the credit availability and renew the facility, which is subject to renewal every 364 days, until May 2021, and extend the facility’s termination date to May 2023. Capacity on the AR facility is calculated and will continue to be calculated based on the quantity and quality of outstanding accounts receivables; therefore if the Company experiences declines in revenue or extends discounts to customers, the capacity could be negatively impacted and reduce our short term liquidity. Management is continuously monitoring liquidity to ensure sufficient cash is available.

The Company’s Senior Notes are 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 debt indentures as of September 30, ~~2020.~~

2021. While the Company is no longer a SEC registrant or issuer following the merger transaction, certain covenants included in the 7 ¼% Notes due 2023 and the Cincinnati Bell Telephone Notes due 2028 require the Company to make ongoing voluntary filings with the SEC. Subsequent to September 30, 2021, the Company filed an extension with the SEC to extend the filing deadline from November 15, 2021, the required filing date for a non-accelerated filer, to November 22, 2021. However, due to the engagement of a new independent auditor and complexity of the evaluation, accounting and financial statement presentation and disclosures as a result of the Merger, the Company’s periodic report on the Form 10-Q was not filed timely causing the Company to no longer be in compliance with these reporting requirements. The Company is actively working to resolve all past due filings with the SEC.

In 2010, the Board of Directors approved a plan for the repurchase of the Company's outstanding common stock in an amount up to $150.0 million. In prior years, the Company repurchased and retired a total of 1.7 million shares at a total cost of $25.6 million dollars. As of September 30, 2020, the Company has the authority to repurchase its common stock with a value of up to $124.4 million under the plan approved by its Board of Directors, subject to satisfaction of the requirements under its bond indentures.

In January 2020, the FCC adopted a Report and Order establishing the Rural Digital Opportunity Fund (“RDOF”), which will be used to distribute $20.4 billion over ten years to expand broadband in areas that remain unserved at the conclusion of the CAF II price cap support program. The funds will be awarded via two reverse auctions. InOn June ~~2020,~~1, 2021, the FCC released ~~the procedures~~an Order addressing Hawaiian Telcom’s Petition for ~~the Phase I auction~~Waiver in which is scheduled to begin on October 29, 2020. On October 13, 2020, the FCC announced that 386 applicants, including Cincinnati Bell Inc., are qualified to bid in the Phase I auction, which will award up to $16 billion over the 10-year support term. The remaining $4.4 billion plus any funds not awarded during Phase I will be distributed via a second auction to be held at a later date when more accurate broadband availability data becomes available.The Report and Order also extended the current price cap CAF II support for an additional year (through 2021). CBT and Hawaiian Telcom have accepted the seventh year of CAF II support, which will provide $2.2 million for CBT and $4.4 million for Hawaiian Telcom in 2021.

The deadline for detariffing of price cap carrier Business Data Services (“BDS”) as mandated by the FCC’s 2017 BDS Report and Order was August 1, 2020. By that date, all price cap carriers must have removed from their federal tariffs all packet-based services, Ethernet services, TDM services above the DS3 level, DS1 and DS3 transport services, and DS1 and DS3 services provided to end users within counties the FCC has determined are competitive. Hawaiian Telcom detariffed all of these services in late 2017 and early 2018 for all counties within Hawaii, whereas CBT chose to maintain its tariffs for these services during this permissive tariffing period. However, effective August 1, 2020, CBT eliminated its tariffs for all of these services except for DS1 and DS3 end user services in the two countiesit requested that the FCC ~~has determined are non-competitive. Nearly all of~~modify its CAF II buildout obligation to account for the ~~Company’s current federally tariffed BDS revenue is derived from~~523 locations destroyed or isolated by the ~~competitive counties~~Kilauea Volcano eruptions that ~~are subject~~began in May 2018. The FCC granted Hawaiian Telcom’s request relative to the ~~detariffing mandate.~~

~~On March 13, 2020, in response~~370 locations for which Hawaiian Telcom had completed its CAF II deployment prior to the ~~COVID-19 pandemic, FCC Chairman Pai called on broadband and telephone service providers to keep Americans connected as the country reacts to the serious disruptions caused~~locations being destroyed by the ~~coronavirus outbreak. To ensure that Americans do~~volcano. The additional 153 locations included in Hawaiian Telcom’s original request were not lose their broadband or telephone connectivity during this outbreak, he asked the service providers to take the Keep Americans Connected pledge. Cincinnati Bell, on behalf of all of its affiliates, including Hawaiian Telecom, signed on to the Pledge under which it committed that for the next 60 days, it would (1) not terminate service to any residential or small business customers because of their inability to pay their bills due to the disruptions caused by the coronavirus pandemic; (2) waive any late fees that any residential or small business customers incur because of their economic circumstances related to the coronavirus pandemic; and (3) open its Wi-Fi hotspots to any American who needs them. Chairman Pai later called on companies to extend the pledge through June 30, 2020, which Cincinnati Bell and all of its affiliates agreed to do. ~~In accordance with regulatory orders~~included in ~~Hawaii, the Pledge has continued to be honored for certain regulated services through the date of this filing.~~

~~On October 9, 2020,~~ the FCC ~~released a Report and~~ Order transitioning originating access charges for toll free calls to bill and keep over a three-year period. The Order does not provide a specific recovery mechanism for price cap companies to replace this lost revenue, finding instead that these companies can increase their existing Subscriber Line Charge or Access Recovery Charge to the extent they are otherwise able to do so. CBT andafter Hawaiian Telcom ~~will assess the impact of the reduction in toll free charges and determine whether they have the ability to recover the lost revenue via existing mechanisms.~~

~~In November 2019,~~informed the FCC ~~opened a new proceeding to consider whether to update the remaining unbundling and resale obligations~~ that ~~apply to ILECs and proposed eliminating most remaining unbundling obligations with the exception of mass-market broadband-capable loops~~it had identified CAF II eligible alternate locations in ~~rural~~other areas. ~~The FCC has announced~~Hawaiian Telcom anticipates that it will ~~vote on a report and order at~~be able to meet its October meeting that will eliminate DS0 loops in densely populated areas, DS1 and DS3 loops in areas with sufficient competition, and dark fiber loops near competitive fiber networks. Although Cincinnati Bell’s ILEC operations may benefit from the elimination of the UNE unbundling requirements, the benefits will likely be outweighedbuildout obligation to these alternative locations by the ~~increased costs the changes will impose on its CLEC operations.~~

~~The FCC conducted an auction~~end of over 22,000 county-sized Priority Access Licenses (“PALs”) in the 3550-3650 MHz portion of the Citizens Band Radio Service (“CBRS”) 3.5 GHz spectrum band. This auction, which was designated as Auction 105, commenced on July 23, 2020 and ended on August 25, 2020. This auction offered up to seven PALs in each county-based license area, for a total of 22,631 PALs nationwide. Each PAL consists of a 10-megahertz unpaired channel in the 3.55-3.65 GHz band. Cincinnati Bell was the winning bidder for 56 PALs (23 in Ohio, 20 in Kentucky, and 13 in Hawaii) at a total cost of $6.2 million. 2021.

Refer to the Company’s Annual Report on Form 10-K for the year ended ~~2019~~2020 for a complete description of regulatory matters.

In the normal course of business, the Company is 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 accounting principles generally accepted in the United States. Such matters are subject to many uncertainties and outcomes that are not predictable with assurance.

~~Refer to the Company’s Annual Report on Form 10-K for the year ended 2019 for a complete description of future operating trends for our business.~~

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Application of these principles requires management to make estimates or judgments that affect the amounts reported in the accompanying Condensed Consolidated Financial Statements and information available as of the date of the financial statements. As this information changes, the financial statements could reflect different estimates or judgments.

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 developing fair value estimates for acquired assets and assumed liabilities, management 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, any contingent consideration is presented at fair value at the date of acquisition, and transaction costs are expensed as incurred. The Company reports in its consolidated financial statements provisional amounts for the items for which accounting is incomplete. Goodwill is adjusted for any changes to provisional amounts made within the measurement period.

The Company’s most critical accounting policies and estimates are described in its Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020. With the exception of the addition of business combinations as discussed above, there have been no other material changes to our critical accounting policies and estimates since our Annual Report on Form 10-K for the year ended December 31, 2020.

Refer to Note 1 of the Condensed Consolidated Financial Statements for further information on recently issued accounting standards. The adoption of new accounting standards did not have a material impact on the Company’s financial results for the combined Predecessor and Successor periods included within the ~~impact to the Condensed Consolidated Financial Statements as a result of adopting ASU 2016-13 effective January 1, 2020.~~nine months ended September 30, 2021.

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 for a description of the Company's market risks.

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.

Cincinnati Bell Inc.’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, have evaluated any changes in the Company’s internal control over financial reporting that occurred during the third quarter of ~~2020,~~ ~~including the continuation of employees working remotely that started mid-March in response to the COVID-19 pandemic. Management has~~2021 and have concluded that there were no changes to Cincinnati Bell Inc.’s internal control over financial reporting during the third quarter of ~~2020~~ 2021 that materially affect, or are reasonably likely to materially affect, Cincinnati Bell Inc.’s internal control over financial reporting. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact to their design and operating effectiveness.

Cincinnati Bell and its subsidiaries are involved in a number of legal proceedings. Liabilities are established for legal claims when losses associated with the claims are judged to be probable and the loss can be reasonably estimated. In many lawsuits and arbitrations, including most class action lawsuits, it is not possible to determine whether a liability has been incurred or to estimate the amount of the liability until the case is close to resolution, in which case a liability will not be recognized until that time. Based on information currently available, consultation with counsel, available insurance coverage and recognized liabilities, the Company believes that the eventual outcome of all claims will not, individually or in the aggregate, have a material effect on the Company’s financial position or results of operations.

The following risk factors should be read in conjunction with those risk factors and other information disclosed in our Form 10‑K filed on February 24, 2020 and 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.

~~The recent global outbreak of COVID-19 and related government, private sector and individual consumer responsive actions have adversely affected~~ the Company’s ~~business operations, employee availability, financial performance, liquidity and cash flow and may continue to do so~~Annual Report on Form 10-K for ~~an unknown period of time.~~

~~On March 11,~~the year ended December 31, 2020 the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the President of the United States declared a national emergency relating to the outbreak. The outbreak has resulted in infections in the United States and abroad and has adversely affected workforces, customers and consumer sentiment and, along with a decrease in consumer spending, led to an economic downturn in many markets. National, state and local authorities have recommended social distancing measures and have imposed or are considering quarantine and isolation measures for large portions of the population, including mandatory business closures. These measures, while intended to protect human life, have had, and are expected to continue to have, serious adverse impacts on domestic and foreign economies of uncertain severity and duration. The effectiveness of economic stabilization efforts, including government payments under the CARES Act to affected citizens and industries, is uncertain.

In the United States and in other countries and regions where we have a significant employee presence, facilities or critical operations, the outbreak of COVID-19 has impacted our ability to manage day-to-day operations and service our customers and has increased our costs of operations and resulted in, among other things, loss of revenue. For example, we have implemented corporate and personal travel restrictions for employees and vendors, cancelled events and enabled work-from-home for many employees by equipping them to safely support customers remotely. We have also implemented additional safety measures for our retail stores and field operations teams. Additionally, we have been required to temporarily close or reduce operations at some of our retail locations, facilities and customer call centers. Retail locations inside malls were closed temporarily, but reopened in June 2020 as stay-at-home orders began to ease in Ohio. Retail locations that remain open continue to have reduced hours of operation. As a result of travel restrictions enacted by local government, our third-party off-shore call center was forced to reduce its hours of operation for several weeks, resulting in longer than normal hold times during that period. The call centers that support the Cincinnati market returned to normal hours of operation on April 28, 2020. Due to stay-at-home orders easing in the primary markets in which the Company operates, operations have normalized as of the date of this filing, but we may be required to temporarily close or reduce operations at more of or all of our retail locations, facilities or call centers again if there is a resurgence of COVID-19 in the markets in which we operate. The foregoing effects, and other effects of COVID-19, may continue for an unknown period of time.

Our business has been, and may continue to be, negatively impacted by the effects of, or precautions taken to avoid exposure to, COVID-19, such as reduced travel or recommendations or mandates from governmental authorities to avoid large gatherings or to self-quarantine, and by the resulting disruptions to economic conditions and financial markets. Such impacts include, but are not limited to:

The foregoing impacts, and other impacts of COVID-19 discussed elsewhere in these risk factors, are consistent with those generally affecting the economic, financial, regulatory and political conditions in the United States and elsewhere in the world, and are generally applicable to the industries and markets in which the Company and its subsidiaries operate. These impacts could materially increase our costs, negatively impact our consumer and business sales and damage the Company’s financial condition, results of operations, cash flows and liquidity position, possibly to a significant degree. The severity and duration of any such impacts cannot be predicted because of the rapidly evolving nature of the COVID-19 pandemic.

~~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, 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. We cannot be assured that these opportunities will be successful or that these initiatives will improve our financial position or our results of operations. The outbreak of COVID-19 may also negatively impact these opportunities and require us to incur additional related costs responding to the virus, particularly if the effects of COVID-19 persist for a ~~significant period of time.~~

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, leading 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 financial compensation or may be able to terminate their relationship with the Company. In order to provide these levels of 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 in the event of disruption of service. As a result of the COVID-19 outbreak, this same level of service must now be provided in a predominantly remote working environment due to many members of the workforce now executing their daily responsibilities from their homes. Our increased reliance on personnel working from home may negatively impact productivity and there is no certainty that such measures will be sufficient to mitigate the risks posed by the COVID-19 outbreak. Additionally, our field technicians are classified as essential personnel and continue to operate business as usual. In the event that a significant number of our field technicians are affected by COVID-19, our ability to maintain our network could be reduced. The failure to address these or other events may result in a disruption of service. In addition, any inability to meet service level commitments or other performance standards could reduce the confidence of customers. Decreased customer confidence could impair the Company’s ability to attract and retain customers, which could adversely affect the Company’s ability to generate revenues and operating results.

~~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 Cincinnati, Ohio, Dayton, Ohio and the islands of Hawaii. An economic downturn or natural disaster occurring in any of these limited operating territories 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. 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. The impact of COVID-19 on the Hawaiian Islands has been, and could continue to be, more significant than in other geographies due to reliance on tourism by many businesses and reductions in tourism due to social distancing measures, self-quarantine requirements for visitors and recommendations of federal, state and local governments.

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 (including the outbreak of COVID-19), or Hawaii generally, could materially impair our ability to operate our business. Labor shortages or increased labor costs in Hawaii could also have an 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 or as a result of the COVID-19 outbreak. Increased expenses including, but not limited to, energy and health care could have an adverse effect on our business and results of operations.

~~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. As a result of stay-at-home orders in Ohio and Hawaii in response to the COVID-19 outbreak, increased numbers of people working from home and students attending school online have resulted in, and could continue to result in, significantly higher than normal demands on our network capacity. If this continues to occur and our existing network capacity becomes unable to handle the increased demand, 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. Service disruptions or reduced capacity for customers may result if we do not sufficiently increase network capacity in response to further sudden and significant increases in demand, such as may result from the COVID-19 outbreak. Any of these occurrences could result in an adverse impact to our results of operations and financial condition.

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

~~Several~~exception of the ~~Company’s subsidiaries~~risks described below related to our indebtedness, there are ~~subject~~no material changes 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 the Company’s revenue is derived from pricing plans that are subject to regulatory review and approval. These regulated pricing plans limit the rates the 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 the Company at a competitive disadvantage or mandate lower rates for its services would result in lower profitability and cash flowsexisting risks for the ~~Company. In addition, different regulatory interpretations of existing regulations or guidelines may affect~~Successor period and Predecessor period included within the ~~Company’s revenues and expenses in future periods.~~

At the federal level, the Company’s telecommunications services are subject to the Communications Act of 1934 as amended by the Telecommunications Act of 1996, including rules adopted by the Federal Communications Commission (“FCC”). In addition, the Company’s submarine cable facilities and operations are also subject to requirements imposed by the national security and law enforcement agencies (~~e.g.~~, the Departments of Justice, Defense and Homeland Security). At the state level, Cincinnati Bell Telephone Company LLC (“CBT”) operates as the incumbent local exchange carrier (“ILEC”) and carrier of last resort in portions of Ohio, Kentucky, and Indiana, while Hawaiian Telcom, Inc. (“HTI”) serves as the ILEC and carrier of last resort in Hawaii. As the ILEC in those 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 their respective markets. In addition, although less heavily regulated than the Company’s ILEC operations, other subsidiaries are authorized to provide competitive local exchange service, long distance, and cable television service in various states, and are consequently also subject to various state and federal telecommunications and cable regulations that could adversely impact their operations.nine months ended September 30, 2021.

There are currently many regulatory actions under way and being contemplated by federal and state authorities regarding issues, including national security and law enforcement issues that could result in significant changes to the business conditions in the telecommunications industry. On April 4, 2020, the President of the United States issued Executive Order No. 13913 Establishing the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the “Committee”), which formalized the ad-hoc foreign investment review process (formerly referred to as “Team Telecom”) applicable to FCC licenses and transactions. The Executive Order empowers the Committee to review FCC license and transfer applications involving foreign participation to determine whether grant of the requested license or transfer approval may pose a risk to the national security or law enforcement interests of the United States, and to review existing licenses to identify any additional or new risks to national security or law enforcement interests that did not exist when a license was first granted. Following an investigation, the Committee may recommend that the FCC revoke or modify existing licenses, or deny or condition approval of new licenses and license transfers. It is not possible for the Company to determine whether it may be subject to a proceeding to revoke or modify its existing licenses or predict the outcome of a review of new license or transfer applications by the Committee in the future. A review of existing licenses and/or a review of new licenses and transfers by the Committee may result in additional compliance obligations that may affect the Company’s expenses and business operations in the future.

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 although court decisions and/or legislative action could lead to greater regulation of the internet (including internet access services). 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 an 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 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, cause it to lose customers or materially and adversely impact our business, financial condition, and results of operations.

The Company depends on third-party providers to supply products and services. For example, many of the Company’s information technology, call center functions and certain accounting functions are performed by third-party providers, some of which are located outside of the United States, and network equipment is purchased from and maintained by vendors. Additionally, certain installation services sold by our IT Services and Hardware segment are performed by third-party providers.

Governments, public institutions and other organizations in countries and regions where cases of COVID-19 have been detected have taken certain emergency measures to combat its spread and impact, including implementation of travel bans, suspension of public transportation and closures of factories, schools, public buildings, businesses and other institutions. As a result of such measures, our third-party off-shore call center was forced to reduce its hours of operation for several weeks, resulting in longer than normal hold times during that period. The loss of, or further 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. While the full impact of the COVID-19 outbreak is not yet known, potential effects on our business include disruptions to or restrictions on our third-party providers, suppliers and other vendors in our supply chain, including limitations on the ability of their employees to travel and temporary closures or reductions in the hours of their facilities or customer call centers.

We have suppliers around the world, including in China, the United States and other countries where cases of COVID-19 have been reported and are continuing to spread. As a result, the COVID-19 pandemic may result in shortages, price increases or delays to the delivery of materials. We could be materially adversely impacted, including from any disruption to critical vendor services or losses of business, if any of our suppliers face significant business disruptions as a result of COVID-19 or any similar outbreak.

Moreover, certain policies and statements of the President of the United States and senior government officials have given rise to uncertainty about the status of certain international trade agreements to which the United States is a party and the position of the United States with respect to international trade generally. The U.S. government has recently increased tariffs and imposed new tariffs on a wide range of products imported from China. It remains unclear what additional actions, if any, the current U.S. administration will take with respect to existing trade relationships. Additional trade restrictions, including tariffs, quotas, embargoes, safeguards and customs restrictions, could increase the cost or reduce the supply of products available to us and to our suppliers based in the United States and may require us to modify our supply chain organization or other current business practices, any of which could harm our business, financial condition, and results of operations.

The ~~servicing of the~~ Company’s ~~indebtedness is dependent on~~debt could limit its ability to ~~generate cash,~~fund operations, raise additional capital, and fulfill its obligations, which, ~~could be impacted by many factors beyond its control.~~in turn, would have a material adverse effect on the Company’s businesses and prospects generally.

In connection with the Merger, in September 2021, the Company entered into a new Credit Agreement (the "Credit Agreement") and terminated the Company’s existing corporate credit agreement. The Credit Agreement provides for (i) a five-year $275 million senior secured revolving credit facility including both a letter of credit subfacility of up to $40 million and a swingline loan subfacility of up to $10 million (the “Revolving Credit Facility”) and (ii) a seven-year $150 million senior secured term loan facility (the “Term Loan”). The Revolving Credit Facility matures in September 2026, and the Term Loan matures in September 2028. Borrowings under the Term Loan were used in part to refinance existing company indebtedness, and for working capital and general corporate purposes. At September 30, 2021, there were no outstanding borrowings under the Revolving Credit Facility, leaving $275.0 million available.

The Company’s ~~ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory, and other factors,~~debt has important consequences, including the effects of the COVID-19 outbreak, 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 Revolving Credit Facility 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, selling assets, 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.

~~There are material uncertainties and risks associated with the MIP Merger Agreement and proposed MIP Merger.~~

On March 13, 2020, the Company entered into an Agreement and Plan of Merger (the “MIP Merger Agreement”) pursuant to which the Company will be acquired by an affiliate of Macquarie Infrastructure Partners V (“MIP”), a fund managed by Macquarie Infrastructure and Real Assets (the “MIP Merger”). Below are material uncertainties and risks associated with the MIP Merger Agreement and the proposed MIP Merger. If any of the risks develop into actual events, then the Company’s business, financial condition, results and ongoing operations, share price or prospects could be adversely affected.following:

The ~~proposed MIP Merger may not be completed in a timely manner or at all.~~Company’s credit agreement and other indebtedness impose significant restrictions on the Company.

Completion of the MIP Merger is subject to customary closing conditions, including (1) the absence of an order, injunction or law prohibiting the MIP Merger, (2) the expiration or early termination of the waiting period (including any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (3) approval of the MIP Merger by the Committee on Foreign Investment in the United States under Section 721 of the Defense Production Act of 1950, as amended and (4) certain FCC consents and state regulatory consents required in connection with the MIP Merger shall have been obtained, shall not be subject to agency reconsideration or judicial review,The Company’s debt instruments impose, and the ~~time for~~terms of any ~~person to petition for agency reconsideration~~future debt may impose, operating and other restrictions on the Company. These restrictions affect, and in many respects limit or judicial review shall have expired. On April 4, 2020, the President of the United States issued Executive Order No. 13913 Establishing the Committee, which formalized the ad-hoc foreign investment review process (formerly referred to as “Team Telecom”) applicable to FCC licenses and transactions. The Executive Order empowers the Committee to review FCC license and transfer applications involving foreign participation to determine whether grant of the requested license or transfer approval may pose a risk to the national security or law enforcement interests of the United States, and to review existing licenses to identify any additional or new risks to national security or law enforcement interests that did not exist when a license was first granted. Following an investigation, the Committee may recommend that the FCC revoke or modify of existing licenses, or deny or condition approval of new licenses and license transfers. It is likely that the MIP Merger will be reviewed by the Committee. At this time, it not possible for the Company to predict the outcome of a review of the MIP Merger by this new Committee and whether the Committee may condition approval of the MIP Merger to any specific mitigation arrangement orprohibit, among other ~~conditions. Any such arrangement may result in additional compliance obligations that may affect~~things, the Company’s ~~expenses and business operations in the future.~~

In addition, the MIP Merger Agreement may require the Company and MIP to comply with conditions imposed by regulatory entities and neither company is required to take any action with respect to obtaining any regulatory approval that, individually or in the aggregate, would be reasonably likely to have a material adverse effect on MIP and its affiliates (taken as a whole) or the Company and its subsidiaries (taken as a whole). There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the MIP Merger. There can be no assurance that all of these required approvals and clearances will be obtained or will be obtained on a timely basis. The COVID-19 outbreak may also result in delays to the receipt of certain regulatory approvals required to consummate the MIP Merger.

The obligation of each of the Company and MIP to consummate the MIP Merger is also conditioned on, subject to certain materiality and other qualifiers, the accuracy of the representations and warranties of the other party and the performance in all material respects by the other party of its obligations under the MIP Merger Agreement. Competing offers or acquisition proposals for the Company may be made, resulting in delay of the MIP Merger or termination of the MIP Merger Agreement. Lawsuits have been and may be filed against the Company relating to the MIP Merger and an adverse ruling in any such lawsuit may prevent the MIP Merger from being completed in the time frame expected or at all. While the MIP Merger Agreement is not subject to any financing condition, if MIP fails to obtain debt financing, the MIP Merger is unlikely to be consummated. Each of the Company and MIP has the right to terminate the MIP Merger Agreement under certain circumstances, as described in the MIP Merger Agreement.

~~Failure to complete the MIP Merger could negatively impact the Company’s business, financial results and stock price.~~

~~If the MIP Merger is delayed or not completed, the Company’s ongoing businesses may be adversely affected and will be subject to several risks and consequences, including the following:~~ability to:

The Credit Agreement also requires the Company to achieve and maintain compliance with specified financial ratios.

The restrictions contained in the terms of the Credit Agreement and our other debt instruments could:

~~The Company has incurred, and will incur, substantial direct and indirect costs as a result~~A breach of any of the ~~MIP Merger.~~

~~The Company has incurred,~~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 ~~will continue~~continuance of a default, lenders may elect to ~~incur, significant costs, expenses and fees for professional advisors, printing~~declare all outstanding borrowings, together with accrued interest and other ~~transaction costs in connection~~fees, to be immediately due and payable. Additionally, under the 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, subject to certain materiality thresholds. Failure to comply with these covenants, if not cured or waived, would limit the ~~MIP Merger, and some of these fees and costs are payable by~~cash available to the Company ~~regardless of whether the MIP Merger is consummated.~~

~~The trading price of the Company’s common stock has been,~~required to fund operations and ~~may continue to be, volatile,~~our general obligations and ~~the value of an investment~~could result in the Company’s ~~common stock may decline.~~dissolution, bankruptcy, liquidation or reorganization.

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. The Company’s recent stock price reflects the assumption that the MIP Merger will be completed or a new offer will proceed to an agreement and an acquisition will be completed.

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 market and industry fluctuations, as well as general economic, political, and market conditions, may negatively affect the market price of the Company’s stock.

The COVID-19 outbreak has also caused severe disruption in financial and equity markets in the United States and abroad. Uncertainty around the duration of business disruptions and the extent of the spread of the virus could continue to adversely impact the national or global economy and 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.

~~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 COVID-19 pandemic has resulted in an economic downturn, including increased unemployment and a decrease in consumer and commercial activity, that may continue for an extended period of time. The Company’s primary source of cash is customer collections. As a result of current adverse economic conditions and uncertainty relating to the COVID-19 pandemic, some customers have canceled or requested discounts on future contracted services or have had difficulty paying their accounts receivable. Additional customers may cancel or request discounts on future contracted services or have difficulty paying their accounts receivable, especially if economic conditions worsen. In response to the negative economic impacts of the COVID-19 pandemic, the Company has pledged to not terminate service to any residential or small business customers because of their inability to pay their bills due to the disruptions caused by COVID-19 and to waive any late fees that any residential or small business customers would incur because of economic circumstances related to COVID-19. This pledge has resulted and could continue to result in lower revenues, and has resulted, and could continue to result, in increases in the allowance for doubtful accounts due to future collection risk, which has negatively affected our results of operations and could continue to negatively affect our results of operations in the future. Furthermore, the sales cycle has been lengthened, and could be further lengthened, due to business customers slowing spending and/or delaying decision-making on the Company’s products and services, which has adversely affected, and could further adversely affect, revenues. Some competitors have lowered prices or offered promotions as a result of economic conditions, and others may do so as well, which has exerted, and could further exert, pricing pressure on the Company. If the economies of the U.S. and the world continue to deteriorate, this could have an adverse effect on the Company’s business, financial condition, results of operations and cash flows.

~~The Company could be subject to a significant amount of litigation, which could require the Company to pay significant damages or settlements.~~

The industry that the Company operates in faces a substantial risk 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. Additionally, while preventative measures such as social distancing, frequent hand washing and wearing personal protective equipment including masks and gloves are being taken by our field technicians, the risk of inadvertent transmission of COVID-19 through human contact could still occur and result in litigation. ~~We may incur significant expenses in defending these lawsuits. In addition, we may be required to pay significant awards and settlements.~~

During the ~~nine month~~Predecessor period ~~ended~~of January 1, 2021 to September ~~30, 2020,~~7, 2021, the Company had no unregistered sales of equity securities. The Company also had no purchases of its common stock ~~for~~during the ~~nine months ended~~Predecessor period of January 1, 2021 to September ~~30, 2020.~~7, 2021.

Incorporated by Reference

Exhibit
Number

Exhibit Description

Form

Filing Date

Exhibit No.

SEC File No.
Filed
Herewith

2.1
Agreement and Plan of Merger, dated as of March 13, 2020, by and among Cincinnati Bell Inc., Red Fiber Parent LLC and RF Merger Sub Inc.

8-K
3/13/2020
2.1
1-8519

3.1
Amended and Restated Articles of Incorporation of Cincinnati Bell Inc.

8-K
4/30/2008
3.1
1-8519

3.2
Amendment to the Amended and Restated Articles of Incorporation of Cincinnati Bell Inc.

8-K
10/5/2016
3.1
1-8519

3.3
Amended and Restated Regulations of Cincinnati Bell Inc.

10-Q
8/8/2018
3.3
1-8519

4.1
Sixth Supplemental Indenture, dated as of July 2, 2020, among Cincinnati Bell Inc., as Issuer, each subsidiary of the Issuer identified as a Guarantor, and Regions Bank, as Trustee.
8-K
7/6/2020
4.1
1-8519

4.2
Second Supplemental Indenture, dated as of July 2, 2020, among Cincinnati Bell Inc., as Issuer, each subsidiary of the Issuer identified as a Guarantor, and Regions Bank, as Trustee.
8-K
7/6/2020
4.2
1-8519

31.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

+
31.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

+
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

+
32.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

+
101
The following financial statements from Cincinnati Bell Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 were formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Shareholders’ Deficit, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.

104
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).


			Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Filing Date	Exhibit No.	SEC File No.	Filed Herewith

2.1	Agreement and Plan of Merger, dated as of March 13, 2020, by and among Cincinnati Bell Inc., Red Fiber Parent LLC and RF Merger Sub Inc.	8-K	3/13/2020	2.1	1-8519
3.1	Amended and Restated Articles of Incorporation of Cincinnati Bell Inc.	8-K	4/30/2008	3.1	1-8519
3.2	Amendment to the Amended and Restated Articles of Incorporation of Cincinnati Bell Inc.	8-K	10/5/2016	3.1	1-8519
3.3	Second Amended and Restated Regulations of Cincinnati Bell Inc.	8-K	9/7/2021	3.1	1-8519
10.1	Credit Agreement, dated as of September 7, 2021, among Red Fiber Parent LLC, RF Merger Sub Inc., Goldman Sachs Bank USA, as administrative and collateral agent, each L/C Issuer and Swing Line Lender; each other Lender, Cincinnati Bell Inc. (and as successor in interest to RF Merger Sub Inc.) and other parties thereto from time to time.	8-K	9/7/2021	10.1	1-8519
31.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					+
31.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					+
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					+
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					+
101	The following financial statements from Cincinnati Bell Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 were formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Shareholders’ Equity (Deficit), (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

The Company's reports on Form 10-K, 10-Q, and 8-K are available free of charge in the Investor Relations section of the Company's website: http://www.cincinnatibell.com. The Company will furnish any other exhibit at cost.

Pursuant to the requirements 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.

Ohio		31-1056105
(State of Incorporation)		(I.R.S. Employer Identification No.)



Description		Page
Item 1.	Financial Statements

	Condensed Consolidated Statements of Operations (Unaudited) ~~Three and Nine Months Ended September 30, 2020 and 2019~~	1

	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) ~~Three and Nine Months Ended September 30, 2020 and 2019~~	2

	Condensed Consolidated Statements of Shareowners' ~~Deficit~~Equity (Deficit) (Unaudited) ~~Three and Nine Months Ended September 30, 2020 and 2019~~	3

	Condensed Consolidated Balance Sheets (Unaudited) ~~September 30, 2020 and December 31, 2019~~	45

	Condensed Consolidated Statements of Cash Flows (Unaudited) ~~Nine Months Ended September 30, 2020 and 2019~~	56

	Notes to Condensed Consolidated Financial Statements (Unaudited)	67

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2333

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4053

Item 4.	Controls and Procedures	4053

	PART II. Other Information

Item 1.	Legal Proceedings	4154

Item 1A.	Risk Factors	4154

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4855

Item 3.	Default upon Senior Securities	4855

Item 4.	Mine Safety Disclosure	4855

Item 5.	Other Information	4855

Item 6.	Exhibits	4956

	Signatures	5057

	Successor			Predecessor
(dollars in millions)	September 30, 2021			December 31, 2020			Depreciable Lives (Years)
Land and rights-of-way	$	132.3		$	115.7		20 – Indefinite
Buildings and leasehold improvements		184.8			323.8		5 – 40
Network equipment		1,498.6			4,180.0		2 – 50
Office software, furniture, fixtures and vehicles		89.6			243.7		2 – 14
Construction in process		73.4			60.4		n/a
Gross value		1,978.7			4,923.6
Accumulated depreciation		(21.8	)		(3,194.5	)
Property, plant and equipment, net	$	1,956.9		$	1,729.1

	•	a base rate determined by reference to the highest of (i) the Federal Funds Rate (determined for any day as the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the business day next succeeding such day) plus1/2 of 1%, (ii) the rate of interest in effect for such day as publicly announced from time to time by Goldman Sachs as its “prime rate” in effect at its principal office in New York City and notified to the Company, and (iii) to the extent ascertainable, the one month Eurocurrency rate plus 1.00%, plus, in any such case, 3.25%; or
	•	a Eurocurrency rate determined by reference to the London interbank offered rate for dollars for the relevant interest period, adjusted for statutory reserve requirements, plus 4.25%.

	•	a base rate determined by reference to the highest of (i) the Federal Funds Rate (determined for any day as the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the business day next succeeding such day) plus 1/2 of 1%, (ii) the rate of interest in effect for such day as publicly announced from time to time by Goldman Sachs as its “prime rate” in effect at its principal office in New York City and notified to the Company, and (iii) to the extent ascertainable, the one month Eurocurrency rate plus 1.00%, plus, in any such case, 3.25%; or
	•	a Eurocurrency rate determined by reference to the London interbank offered rate for dollars for the relevant interest period, adjusted for statutory reserve requirements, plus 4.25%.

Large accelerated filer	☒☐	Accelerated filer	☐

Non-accelerated filer	☐☒	Smaller reporting company	☐

		Emerging growth company	☐

(dollars in millions)
Cash consideration for Cincinnati Bell Inc. stock	$	807.3
Cash consideration for preferred stock		155.2
Cash consideration for debt repayment		658.2
Total purchase price	$	1,620.7

(dollars in millions)	Cincinnati Bell Inc.
Assets acquired
Cash	$	11.2
Receivables		318.5
Inventory, materials and supplies		56.4
Prepaid expenses		5.6
Other current assets		40.5
Property, plant and equipment		1,950.7
Operating lease right-of-use assets		42.3
Goodwill		646.3
Intangible assets		969.6
Deferred tax assets		6.9
Other noncurrent assets		20.2
Total assets acquired		4,068.2
Liabilities assumed
Current portion of long-term debt		11.8
Accounts payable		381.1
Unearned revenue and customer deposits		51.2
Accrued taxes		24.6
Accrued interest		19.4
Accrued payroll and benefits		49.3
Other current liabilities		75.0
Long-term debt, less current portion		1,378.0
Operating lease liabilities		38.6
Pension and postretirement benefit obligations		151.6
Pole license agreement obligation		46.7
Deferred income tax liability		148.8
Other noncurrent liabilities		71.4
Total liabilities assumed		2,447.5
Net assets acquired	$	1,620.7

	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions, except per share amounts)	2020			2019			2020			2019
Numerator:
Net loss	$	(8.2	)	$	(13.6	)	$	(50.0	)	$	(46.0	)
Preferred stock dividends		2.6			2.6			7.8			7.8
Net loss applicable to common shareowners - basic and diluted	$	(10.8	)	$	(16.2	)	$	(57.8	)	$	(53.8	)
Denominator:
Weighted average common shares outstanding - basic		50.7			50.4			50.6			50.4
Stock-based compensation arrangements		0			0			0			0
Weighted average common shares outstanding - diluted		50.7			50.4			50.6			50.4
Basic and diluted net loss per common share	$	(0.21	)	$	(0.32	)	$	(1.14	)	$	(1.07	)

(dollars in millions)	Fair Value		Useful Lives
Customer relationships	$	850.0	15 years
Trade names		108.0	3 to 10 years
Technology		5.0	7 years
FCC licenses and spectrum usage rights		6.6	Indefinite
Total identifiable intangible assets	$	969.6

(dollars in millions)	Balance Sheet Location	September 30, 2020		Quoted Prices in active markets Level 1		Significant observable inputs Level 2		Significant unobservable inputs Level 3
Liabilities:
Interest Rate Swap	Other current liabilities	$	9.3	$	0	$	9.3	$	0
Interest Rate Swap	Other noncurrent liabilities	$	18.3	$	0	$	18.3	$	0

(dollars in millions)	Employee Separation			Lease Abandonment			Total
Balance as of December 31, 2019	$	2.6		$	0.3		$	2.9
Charges		15.2			0			15.2
Utilizations		(8.2	)		(0.1	)		(8.3	)
Balance as of March 31, 2020		9.6			0.2			9.8
Charges		0.4			0			0.4
Utilizations		(3.4	)		(0.1	)		(3.5	)
Balance as of June 30, 2020		6.6			0.1			6.7
Charges		0.8			0			0.8
Utilizations		(2.4	)		(0.1	)		(2.5	)
Balance as of September 30, 2020	$	5.0		$	0		$	5.0

		Cincinnati Bell Inc.

Date:	~~November 5, 2020~~May 13, 2022	/s/ ~~Andrew R. Kaiser~~Joshua T. Duckworth
		~~Andrew R. Kaiser~~Joshua T. Duckworth
		Chief Financial Officer

Date:	~~November 5, 2020~~May 13, 2022	/s/ Suzanne E. Maratta
		Suzanne E. Maratta
		Chief Accounting Officer