Cincinnati Bell 2014 Annual Report Download

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Common Shares (par value $0.01 per share)
New York Stock Exchange
6 3/4% Cumulative Convertible Preferred Shares
New York Stock Exchange
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Yes x No o

Table of contents

  • Page 1
    ... File Number 1-8519 CINCINNTTI BELL INC. Ohio (State of Incorporation) 31-1056105 (I.R.S. Employer Identification No.) 221 East Fourth Street, Cincinnati, Ohio 45202 (Tddress of principal executive offices) (Zip Code) (513) 397-9900 (Registrant's telephone number, including area code) Securities...

  • Page 2
    ...). Yes o No x The aggregate market value of the voting common shares owned by non-affiliates of the registrant was $0.8 billion, computed by reference to the closing sale price of the common stock on the New York Stock Exchange on June 30, 2014, the last trading day of the registrant's most recently...

  • Page 3
    ... 14. Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services PTRT IV...

  • Page 4
    ... its consolidated subsidiaries ("Cincinnati Bell", "we", "our", "us" or the "Company") provides integrated communications solutions including high-speed internet, data, video, and local and long distance voice - that keep residential and business customers in Greater Cincinnati connected with each...

  • Page 5
    ... telecom companies. Manage the Wireless business for cash flows and profitability as we wind down operations Our Wireless operating territory is saturated with national carriers that are able to offer customers nation-wide family talk and data plans using premier handsets on more technologically...

  • Page 6
    ...Multi-Protocol Label Switching (5) Time Division Multiplexing (6) Digital Signal Wireline The Wireline segment provides products and services such as data transport, high-speed internet, entertainment, local voice, long distance, VoIP, and other services. Cincinnati Bell Telephone Company LLC ("CBT...

  • Page 7
    ... product. Residential and business customers electing traditional long-distance lines can choose from a variety of long distance plans, which include unlimited long distance for a flat fee, purchase of minutes at a per-minute-of-use rate, or a fixed number of minutes for a flat fee. The Company...

  • Page 8
    ... Cincinnati Bell Wireless LLC ("CBW") provides digital wireless voice and data communications services through the operation of a Global System for Mobile Communications/General Packet Radio Service ("GSM") network with a 3G Universal Mobile Telecommunications System ("UMTS") and 4G High Speed...

  • Page 9
    ...channels to acquire customers. Subsequent to the agreement to sell our wireless spectrum, we significantly reduced our sales effort for wireless service and products and rebranded our retail stores to market and distribute our Fioptics suite of products. As of December 31, 2014, the Company operated...

  • Page 10
    ... our revenue. 2014 vs 2013 Change 2013 vs 2012 Change Percentage of revenue 2014 2013 2012 Data Voice - local service Long distance and VoIP Entertainment Other Wireline Total Wireline Managed and professional services Telecom and IT equipment sales Total IT Services and Hardware Wireless Total...

  • Page 11
    ... laws of Ohio in 1983 with its headquarters at 221 East Fourth Street, Cincinnati, Ohio 45202 (telephone number (513) 397-9900 and website address http://www.cincinnatibell.com). The Company files annual, quarterly and current reports, proxy statements and other information with the Securities and...

  • Page 12
    ... markets, which adverse changes could increase the Company's borrowing costs and limit the availability of financing; • the Company's debt service obligations limit its flexibility to plan for, or react to, changes in its business and the industries in which it operates; • the Company's level...

  • Page 13
    ... in the terms of the Corporate Credit Agreement and its other debt instruments could: • limit the Company's ability to plan for or react to market conditions or meet capital needs or otherwise restrict the Company's activities or business plans; and • adversely affect the Company's ability to...

  • Page 14
    ... effect on the Company's liquidity and the trading price of the Company's common stock, preferred stock, and debt instruments, which could result in its dissolution, bankruptcy, liquidation, or reorganization. Risk Factors Related to our Business and Operations The Company's access lines, which...

  • Page 15
    ... carriers, and cable, broadband, and internet service providers. Wireless providers, particularly those that provide unlimited wireless service plans with no additional fees for long distance, offer customers a substitution service for the Company's access lines and long distance lines. The Company...

  • Page 16
    ... results. Cincinnati Bell Inc. In order to take advantage of a unique opportunity in our market, and due to a progressive change in customer expectations of increased internet speeds, beginning in 2014 we began accelerating the pace of investment in our Fioptics suite of products, and intend...

  • Page 17
    ... impact the business. Increases in broadband usage may cause network capacity limitations, resulting in service disruptions or reduced capacity for customers. Video streaming services and peer-to-peer file sharing applications use significantly more bandwidth than traditional Internet activity such...

  • Page 18
    ...'s growth or cause it to lose customers. The Company depends on third-party providers to supply products and services. For example, many of the Company's information technology and call center functions are performed by third-party providers, and network equipment is purchased from and maintained by...

  • Page 19
    ...results of operations and financial condition. The efficient operation of the Company's business depends on back-office information technology systems. The Company relies on back-office information technology systems to effectively manage customer billing, business data, communications, supply chain...

  • Page 20
    ... divert management's attention from other business concerns. The Company's failure to remove all subscribers from its wireless network may result in a fine or a penalty adversely affecting revenues, earnings and cash flows. On September 30, 2014, we closed the agreement to sell our wireless spectrum...

  • Page 21
    ... defined benefit pension plans: one for eligible management employees, one for non-management employees, and one supplemental, nonqualified, unfunded plan for certain former executives. The Company also provides healthcare and group life insurance benefits for eligible retirees. The Company...

  • Page 22
    ... and historical use of hazardous materials and other operations at its sites, the Company could incur significant costs resulting from complying with or violations of such laws, the imposition of cleanup obligations, and third-party suits. For instance, a number of the Company's sites formerly...

  • Page 23
    ...2. Properties Cincinnati Bell Inc. As of December 31, 2014, we owned or maintained properties in Ohio, Kentucky and Indiana. Principal office locations are in Cincinnati, Ohio. Our property comprises copper and fiber plant and associated equipment in our local operating market. Each of the Company...

  • Page 24
    ... II Cincinnati Bell Inc. PTRT II Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities (a) Market Information The Company's common shares (symbol: CBB) are listed on the New York Stock Exchange. The high and low closing sale prices...

  • Page 25
    ... of January 1, 2005, upon termination of Board service, non-employee directors are required to take distribution of all annual phantom stock awards in cash. Therefore, the number of actual shares of common stock to be issued pursuant to the plan as of December 31, 2014 is approximately 11,500. This...

  • Page 26
    ... of Equity Securities Cincinnati Bell Inc. The following table provides information regarding the Company's purchases of its common stock during the quarter ended December 31, 2014: Total Number of Shares (or Units) Purchased as Part of Publicly Tnnounced Plans or Programs * Tpproximate Dollar...

  • Page 27
    ... in millions, except per share amounts) 2014 2013 (a) 2012 2011 2010 (b) Operating Data Revenue Cost of services and products, selling, general and administrative, depreciation, and amortization expense Other operating costs and losses (c) Operating income Interest expense Loss on extinguishment...

  • Page 28
    ... assets, and transaction costs. (d) We account for our investment in CyrusOne using the equity method as we no longer control its operations. These losses from CyrusOne represent our equity method share of CyrusOne's losses. (e) In 2014, we recorded a gain resulting from the sale of 16.0 million...

  • Page 29
    ... communications services over wireline and wireless networks, a provider of managed and professional information technology services, and a reseller of information technology ("IT") and telephony equipment. In addition, enterprise customers across the United States rely on Cincinnati Bell Technology...

  • Page 30
    ... a result of sales generated through an agreement with Verizon Wireless to sell their products and services at our retail locations. Increased sales were partially offset by lower Wireless handset and accessory sales. Cost of services was $454.2 million in 2014, up $23.8 million compared to 2013 due...

  • Page 31
    ...to CyrusOne employees. In 2010, the Company's Board of Directors approved a long-term incentive program for certain members of management under which payments were contingent upon the completion of a qualifying transaction and attainment of an increase in the equity value of the data center business...

  • Page 32
    ... associated with the Broadband Securities. The Company uses federal and state net operating losses to defray payment of federal and state tax liabilities. As a result, the Company had cash income tax payments, net of refunds, of $9.1 million in 2014 . 2013 Compared to 2012 Service revenue was $1,039...

  • Page 33
    ... charges were $0.9 million in 2012. In 2010, the Company's Board of Directors approved long-term incentive programs for certain members of management. Payment was contingent upon the completion of a qualifying transaction and attainment of an increase in the equity value of the data center business...

  • Page 34
    ... income tax payments, net of refunds, of $2.8 million in 2013. Discussion of Operating Segment Results The Company manages its business based upon products and service offerings. At December 31, 2012, we operated four business segments: Wireline, IT Services and Hardware, Wireless and Data Center...

  • Page 35
    ... the operations of Cincinnati Bell Extended Territories LLC ("CBET"), a competitive local exchange carrier ("CLEC") and subsidiary of CBT. The Company provides long distance and VoIP services primarily through its Cincinnati Bell Any Distance Inc. ("CBAD") and eVolve Business Solutions LLC ("eVolve...

  • Page 36
    ...-K Part II 2014 Compared to 2013 Revenues Cincinnati Bell Inc. Data revenue consists of Fioptics high-speed and DSL internet access, data transport, and interconnection services. Data revenue was $334.9 million in 2014, an increase of $17.1 million compared to 2013. Strategic data revenue was $151...

  • Page 37
    ...and $18.8 million in other Fioptics projects primarily to increase core network capacity. As of December 31, 2014, the Company is able to provide Fioptics services to 335,000 residential and business addresses, an increase of 21% compared to 2013. 2013 Compared to 2012 Revenues Data revenue was $317...

  • Page 38
    ... and Expenses Cincinnati Bell Inc. Cost of services and products was $287.2 million in 2013, an increase of $3.4 million compared to 2012. This increase was largely attributable to an $8.6 million increase in programming rates and higher payroll costs of $5.8 million to support strategic revenue...

  • Page 39
    ...VoIP solutions and IT services that include network management, electronic data storage, disaster recovery and data security management, as well as both long and short-term IT outsourcing and consulting engagements. Revenue from telecom and IT equipment distribution represents the sale, installation...

  • Page 40
    ... than 2012 due to an increased asset base used to support the growing managed service business. In 2013, $0.7 million of expense was recognized to account for future employee separations. In 2012, a reversal of previously recognized expense of $1.2 million was recorded due to changes in estimates...

  • Page 41
    ... business, including leases to certain wireless towers and related equipment and other assets. The agreement to sell our spectrum licenses closed on September 30, 2014. Simultaneously, the agreement to use certain wireless spectrum licenses became effective. We plan to provide wireless service...

  • Page 42
    ... from reduced roaming rates due to reduced minutes of use and lower network access expenses as a result of fewer subscribers. Cost of goods sold decreased by $2.1 million over the prior year, driven largely by the impact of fewer sales of wireless handsets and related accessories. Operating taxes...

  • Page 43
    ... 2009 tower sale as a result of reducing the useful lives of our wireless assets to 30 months as of December 31, 2013. Capital Expenditures Capital expenditures were $16.0 million in 2013, comparable to $15.8 million in 2012, as the Company continued to support increasing data usage on its network...

  • Page 44
    ...enterprise customers with outsourced data center operations, including necessary redundancy, security, power, cooling, and interconnection. Upon completion of the IPO of CyrusOne on January 24, 2013, we no longer control the operations of CyrusOne and account for our investment in CyrusOne using the...

  • Page 45
    ... up in 2014 as a result of increased healthcare, disability and insurance costs. 2013 Compared to 2012 Corporate costs increased by $21.6 million compared to the prior year, driven largely by the $42.6 million of transaction related compensation payments as a result of the successful IPO of CyrusOne...

  • Page 46
    ...also used to fund our pension obligations, to pay preferred stock dividends, and also to repurchase shares of common stock when the stock price offers an attractive valuation. Cash contributions to our qualified pension plans were $19.7 million, $42.1 million and $23.9 million in 2014, 2013 and 2012...

  • Page 47
    ... completed the IPO of CyrusOne, our former data center colocation business. As of December 31, 2014, the fair value of our ownership interest in CyrusOne was $785.0 million. We intend to sell down the Company's ownership interest in CyrusOne and use the proceeds to primarily repay long-term debt to...

  • Page 48
    ... Convertible Preferred Stock. Furthermore, the Company may make restricted payments in the form of share repurchases or dividends up to 15% of CyrusOne proceeds, subject to a $35 million annual cap with carryovers. The Corporate Credit Agreement was also modified to provide that the Tranche B Term...

  • Page 49
    ... with the CyrusOne IPO. Dividends paid on preferred stock totaled $10.4 million in 2014, 2013 and 2012. Future Operating Trends Wireline For the first time since 2007, we generated year-over-year wireline revenue growth as demand for Fioptics and fiber-based products for business customers more than...

  • Page 50
    ... internet, metro-ethernet, DWDM, audio conferencing, as well as VoIP and other broadband services, including private line and MPLS. In 2014 we invested $25.0 million in capital expenditures for fiber builds, which brings measurable deal driven returns from our business customers. The Company...

  • Page 51
    ...Part II Cincinnati Bell Inc. of CyrusOne common stock. On April 24, 2014, the limitations restricting the volumes of common shares we are allowed to sell terminated. On June 25, 2014, we consummated the sale of 16.0 million operating partnership units of CyrusOne LP to CyrusOne, Inc. at a price of...

  • Page 52
    ... and open blanket purchase orders for purchases of network, IT and telephony equipment, and other goods; contractual obligations for services such as software maintenance, outsourced services; and other purchase commitments. Included in pension and postretirement benefit obligations are payments for...

  • Page 53
    ...business, the Company makes certain indemnities, commitments, and guarantees under which it may be required to make payments in relation to certain transactions. These include (a) intellectual property indemnities to customers in connection with the use, sale, and/or license of products and services...

  • Page 54
    ... of Cincinnati Bell Inc. common stock at $3.00 each. During the first quarter of 2013, warrant holders exercised 14.3 million warrants. As a result, the Company issued 4.4 million shares of common stock and received cash proceeds of $5.1 million for the 1.7 million cash settled warrants. During 2012...

  • Page 55
    ... from local telephone, special access, internet product and entertainment services, which are billed monthly prior to performance of service, are not recognized upon billing or cash receipt but rather are deferred until the service is provided. Long distance, switched access and video usage pay-per...

  • Page 56
    ... entered into agreements to use certain spectrum licenses until we are able to shut-down our wireless operations. Therefore, the deferred gain totaling $112.6 million was recorded in the Consolidated Balance Sheets as of December 31, 2014. The company plans to provide wireless service until no...

  • Page 57
    ... value. In 2014, 2013 and in 2012, management identified impairment indicators for its Wireless long-lived assets resulting from continued subscriber losses. We performed step one of the impairment test using cash flow projections from our most recent long-term business plan and other updated...

  • Page 58
    ... Form 10-K Part II Cincinnati Bell Inc. During the first quarter of 2013, we changed the estimated useful lives assigned to the wireless network software which resulted in a one-time depreciation charge of $8.5 million. In the fourth quarter of 2013, during our annual asset impairment testing, we...

  • Page 59
    ... upon the timing of expected future benefit payments. Our discount rates are derived based upon a yield curve developed to reflect yields available on high-quality corporate bonds as of the measurement date. As of December 31, 2014 and 2013, the discount rate used to value the pension plans was 3.40...

  • Page 60
    ...Universal Service The federal Universal Service Fund ("USF") is funded via an assessment on the interstate end-user revenue of all telecommunications carriers and interconnected VoIP providers. The assessment is used to support high cost, low income, rural healthcare, and school and library programs...

  • Page 61
    ... Cincinnati Bell Inc. In October 2011 the FCC adopted new rules (Report and Order in WC Docket No. 10-90, FCC 11-161, the "Order") aimed at controlling the size of the highcost portion of the fund and transitioning it from supporting legacy circuit-switched networks to broadband. The Order capped...

  • Page 62
    ... IP Transition Cincinnati Bell Inc. In late 2013, the FCC opened a proceeding to explore how to transition from the legacy circuit-switched Time-division Multiplexing ("TDM") networks to Internet Protocol ("IP") networks. Examination of the myriad of technical, legal and policy issues surrounding...

  • Page 63
    ... under terms established by the Kentucky General Assembly in House Bill No. 337. Under this plan, basic local exchange service prices were capped in exchange for earnings freedom and pricing flexibility on other retail services. The caps on basic local exchange service prices expired in July 2011...

  • Page 64
    ... Ohio, Kentucky and Indiana Cable Franchises Cincinnati Bell Inc. The states of Ohio and Indiana permit statewide video service authorization. The Company is now authorized by Ohio and Indiana to provide service in our self-described territory with only 10-day notification to the local government...

  • Page 65
    ... businesses by federal and state authorities may, among other things, place the Company at a competitive disadvantage, restrict its ability to price its products and services, and threaten its operating licenses; the Company depends on a number of third party providers, and the loss of, or problems...

  • Page 66
    ... borrowings from its Corporate Credit Agreement and Receivables Facility and changes in current rates compared to that of its fixed rate debt. The Company's management periodically employs derivative financial instruments to manage exposure to interest rate risk. At December 31, 2014 and 2013, the...

  • Page 67
    ...10-K Part II Cincinnati Bell Inc. Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Consolidated Financial Statements: Management's Report on Internal Control over Financial Reporting Reports of Independent Registered Public Accounting Firm Consolidated...

  • Page 68
    ... reliable financial statements in conformity with accounting principles generally accepted in the United States. Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth...

  • Page 69
    ... and Shareowners of Cincinnati Bell Inc. Cincinnati, Ohio We have audited the internal control over financial reporting of Cincinnati Bell Inc. and subsidiaries (the "Company") as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by the...

  • Page 70
    ... and Shareowners of Cincinnati Bell Inc. Cincinnati, Ohio We have audited the accompanying consolidated balance sheets of Cincinnati Bell Inc. and subsidiaries (the "Company") as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income, shareowners...

  • Page 71
    ... sale of wireless spectrum licenses Other current liabilities Total current liabilities Long-term debt, less current portion Pension and postretirement benefit obligations Other noncurrent liabilities Total liabilities Shareowners' deficit Preferred stock, 2,357,299 shares authorized; 155,250 shares...

  • Page 72
    ..., except per share amounts) Cincinnati Bell Inc. Year Ended December 31, 2014 2013 2012 Revenue Services Products Total revenue Costs and expenses Cost of services, excluding items below Cost of products sold, excluding items below Selling, general and administrative Depreciation and amortization...

  • Page 73
    ...-K Part II Cincinnati Bell Inc. CONSOLIDTTED STTTEMENTS OF COMPREHENSIVE INCOME (Dollars in millions) Cincinnati Bell Inc. Year Ended December 31, 2014 2013 2012 Net income (loss) $ Other comprehensive (loss) income , net of tax: Foreign currency translation loss Defined benefit plans: Net (loss...

  • Page 74
    ... SHTREOWNERS' DEFICIT (in millions) Cincinnati Bell Inc. 6 3 /4 % Cumulative Convertible Preferred Shares Shares Balance at December 31, 2011 Net income Other comprehensive loss Shares issued under employee plans Shares purchased under employee plans and other Stock-based compensation Exercise of...

  • Page 75
    ... tax benefit for share based payments Other, net Changes in operating assets and liabilities, net of effects of divestitures: (Increase) decrease in receivables Increase in inventory, materials, supplies, prepaid expenses and other current assets Increase (decrease) in accounts payable Decrease...

  • Page 76
    Cash and cash equivalents at end of year $ 57.9 $ 4.6 $ 23.6 The accompanying notes are an integral part of the consolidated financial statements. 75

  • Page 77
    ... 2014, the Company managed its business by product and service offerings in three segments: Wireline, IT Services and Hardware, and Wireless. On January 24, 2013, we completed the initial public offering ("IPO") of CyrusOne Inc. ("CyrusOne"), which owns and operates our former Data Center Colocation...

  • Page 78
    ..., materials and supplies consists of wireline network components, various telephony and IT equipment to be sold to customers, wireless handsets to support our agreement with Verizon Wireless to sell their products and services in our retail stores, maintenance inventories, and other materials and...

  • Page 79
    ... period risk, such as managing or funding construction. These transactions generally did not qualify for sale-leaseback accounting due to our continued involvement in these data center operations. As construction progressed, the value of the asset and obligation was increased by the fair value of...

  • Page 80
    ... local telephone, special access, internet product and entertainment services, which are billed monthly prior to performance of service, are not recognized upon billing or cash receipt but rather are deferred until the service is provided. Long distance, switched access and other usage based charges...

  • Page 81
    ... rate, holding period and dividends. The fair value of stock awards is based on the Company's closing share price on the date of grant. For all share-based payments, an assumption is also made for the estimated forfeiture rate based on the historical behavior of employees. The forfeiture rate...

  • Page 82
    ... Contents Form 10-K Part II Cincinnati Bell Inc. Pension and Postretirement Benefit Plans - The Company maintains qualified and non-qualified defined benefit pension plans, and also provides postretirement healthcare and life insurance benefits for eligible employees. We recognize the overfunded...

  • Page 83
    ... statements for the three months ended March 31, 2013, all years presented are comparable. See Note 12 for our disclosures. In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this update increased...

  • Page 84
    ... in CyrusOne Cincinnati Bell Inc. On January 24, 2013, we completed the IPO of CyrusOne, our former Data Center Colocation segment. As of this date, we no longer control CyrusOne's operations and we removed the following assets and liabilities of CyrusOne from our consolidated financial statements...

  • Page 85
    ...and IT systems support. Operating Expenses - We lease data center and office space from CyrusOne at certain locations in our operating territory under operating leases and are also billed for other services provided by CyrusOne under contractual service arrangements. In the normal course of business...

  • Page 86
    ...) December 31, 2014 December 31, 2013 Cincinnati Bell Inc. Accounts receivable Dividends receivable Receivable from CyrusOne Accounts payable Payable to CyrusOne 4. Earnings Per Common Share $ $ $ $ 1.7 6.0 7.7 0.4 0.4 $ $ $ $ 2.1 7.1 9.2 0.5 0.5 Basic earnings per common share ("EPS") is...

  • Page 87
    ... of 2013 had the impact of increasing basic and diluted loss per share for the year by $0.01 per share. Following the agreement to sell our wireless spectrum licenses and certain other assets in the second quarter of 2014, we further reduced the remaining useful lives of those assets not included in...

  • Page 88
    ... the second quarter of 2014, following the agreement to sell our wireless spectrum licenses and certain other assets, we further reduced the remaining useful life of the Wireless trademark to be fully amortized as of March 31, 2015. The change in the useful life resulted in approximately $1 million...

  • Page 89
    Table of Contents Form 10-K Part II The following table presents estimated amortization expense for the assets' remaining useful lives: (dollars in millions) Cincinnati Bell Inc. 2015 2016 88 $ 0.8 0.2

  • Page 90
    ... Cincinnati Bell Telephone notes Capital lease obligations and other debt Net unamortized discount Long-term debt, less current portion Total debt Corporate Credit Tgreement Revolving Credit Facility On November 20, 2012, the Company entered into a new credit agreement ("Corporate Credit Agreement...

  • Page 91
    ... B Term Loan) All existing and future subsidiaries of the Company (other than Cincinnati Bell Telephone Company LLC, Cincinnati Bell Funding LLC (and any other similar special purpose receivables financing subsidiary), Cincinnati Bell Shared Services LLC, Cincinnati Bell Extended Territories LLC...

  • Page 92
    ... June 2016. CBT, CBET, Cincinnati Bell Wireless, LLC ("CBW"), Cincinnati Bell Any Distance Inc. ("CBAD"), Cincinnati Bell Any Distance of Virginia LLC, CBTS, and eVolve Business Solutions LLC ("eVolve") all participate in this facility. On October 1, 2012, the Company and CBF amended the Receivables...

  • Page 93
    ... Company's subsidiaries such that the subsidiaries are not permitted to enter into an agreement that would limit their ability to make dividend payments to the parent; issuance of indebtedness; asset dispositions; transactions with affiliates; liens; investments; issuances and sales of capital stock...

  • Page 94
    ... 31, 2014 will be transferred to the company that acquired our wireless spectrum licenses. We plan to provide wireless service until no later than April 6, 2015. Deferred Financing Costs Deferred financing costs are costs incurred in connection with obtaining long-term financing. In 2014, deferred...

  • Page 95
    ...the Corporate Credit Agreement plus an additional $216.8 million of secured debt. Also, the Company's ability to make Restricted Payments (as defined by the individual indentures) would be limited, including common stock dividend payments or repurchasing outstanding Company shares. If the Company is...

  • Page 96
    ...business, the Company makes certain indemnities, commitments, and guarantees under which it may be required to make payments in relation to certain transactions. These include (a) intellectual property indemnities to customers in connection with the use, sale, and/or license of products and services...

  • Page 97
    ... Plan In 2010, the Company's Board of Directors approved long-term incentive programs for certain members of management. Payment was contingent upon the completion of a qualifying transaction and attainment of an increase in the equity value of the data center business, as defined in the plans...

  • Page 98
    ...In 2014, certain software projects on our Wireline and Wireless segments were abandoned. These assets had no fair value, as they were no longer being used or would not be placed into service, resulting in an impairment loss of $12.1 million in 2014. Historically, management used the income approach...

  • Page 99
    ... of a third-party valuation specialist. Management estimated the fair value using the income approach, which discounted the expected future earnings attributable to the acquired customer contracts, and included estimates of future expenses, capital expenditures and a discount rate of 12%. This...

  • Page 100
    ... to be paid pursuant to the Company's written severance plan. In 2014, employee separation costs included charges attributable to outsourcing a portion of our IT function, charges for the wind down of our Wireless business as well as consulting fees related to a workforce optimization initiative...

  • Page 101
    ... following information relates to noncontributory defined benefit pension plans, postretirement healthcare plans, and life insurance benefit plans. Approximately 8% in 2014, 10% in 2013, and 11% in 2012 of these costs were capitalized to property, plant and equipment related to network construction...

  • Page 102
    ...average assumptions used in measuring the net periodic cost of the pension and postretirement benefits: Pension Benefits 2014 2013 2012 2014 Cincinnati Bell Inc. Postretirement and Other Benefits 2013 2012 Discount rate Expected long-term rate of return Future compensation growth rate 4.20% 7.75...

  • Page 103
    ... Cincinnati Bell Inc. The following are the weighted-average assumptions used in accounting for and measuring the projected benefit obligations: Postretirement and Other Benefits December 31, 2014 2013 Pension Benefits December 31, 2014 2013 Discount rate Expected long-term rate of return Future...

  • Page 104
    ... pension plans at December 31, 2014 as well as stock of international companies located in both developed and emerging markets around the world. Fixed income securities primarily include holdings of funds, which generally invest in a variety of intermediate and long-term investment grade corporate...

  • Page 105
    ... fourth quarter of 2014, the Company liquidated the real estate pooled funds within the pension plan master trust that had been categorized as Level 3 investments. The proceeds from the sale were reinvested in equity securities and investment grade fixed income securities similar to those currently...

  • Page 106
    ... preferred stock dividends in 2014, 2013, and 2012. Warrants In March 2003, the Company entered into a series of recapitalization transactions which included the issuance of 17.5 million warrants that expired on March 26, 2013. Each warrant allowed the holder to purchase one share of Cincinnati Bell...

  • Page 107
    ... of services", "Cost of products sold", and "Selling, general and administrative" expenses on the Consolidated Statements of Operations. 13. Income Taxes Income tax expense consisted of the following: Year Ended December 31, (dollars in millions) 2014 2013 2012 Current: Federal State and local...

  • Page 108
    ... 31, 2014 2013 Cincinnati Bell Inc. 2012 U.S. federal statutory rate State and local income taxes, net of federal income tax Change in valuation allowance, net of federal income tax State net operating loss adjustments Nondeductible interest expense Unrecognized tax benefit changes Nondeductible...

  • Page 109
    ...liabilities were as follows: Cincinnati Bell Inc. December 31, (dollars in millions) 2014 2013 Deferred tax assets: Net operating loss carryforwards Pension and postretirement benefits Equity method investment in CyrusOne Deferred gain on sale of wireless spectrum licenses AMT Credit Carryforward...

  • Page 110
    ... Compensation Plans Cincinnati Bell Inc. The Company may grant stock options, stock appreciation rights, performance-based awards, and time-based restricted shares to officers and key employees under the 2007 Long Term Incentive Plan and stock options, restricted shares, and restricted stock units...

  • Page 111
    ...free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected holding period was estimated using the historical exercise behavior of employees and adjusted for abnormal activity. Expected dividends are based on the Company's history of not paying dividends...

  • Page 112
    ...of all or a part of their director fees and annual retainers, which can be invested in various investment funds including the Company's common stock. In years prior to 2012, the Company granted 6,000 phantom shares to each non-employee director on the first business day of each year, which are fully...

  • Page 113
    ... Part II Cincinnati Bell Inc. At December 31, 2014 and 2013, there were 0.4 million and 0.7 million common shares deferred in these plans, respectively. As these awards can be settled in cash, we record compensation costs each period based on the change in the Company's stock price. We recognized...

  • Page 114
    ... year. The Wireless segment provides digital wireless voice and data communications services and sales of related handset equipment to customers in the Greater Cincinnati and Dayton, Ohio operating areas. In the second quarter of 2014, the Company agreed to sell its wireless spectrum licenses and...

  • Page 115
    ... of Contents Form 10-K Part II Our business segment information is as follows: Cincinnati Bell Inc. Year Ended December 31, (dollars in millions) 2014 2013 2012 Revenue Wireline IT Services and Hardware Wireless Data Center Colocation Intersegment Total revenue Intersegment revenue Wireline IT...

  • Page 116
    ... as follows: Cincinnati Bell Inc. Year Ended December 31, (dollars in millions) 2014 2013 2012 Service revenue Wireline IT Services and Hardware Wireless Data Center Colocation Total service revenue Product revenue Handsets and accessories IT, telephony and other equipment Total product revenue...

  • Page 117
    ... advance the funds necessary to meet the Parent Company's debt service obligations. The following information sets forth the Condensed Consolidating Balance Sheets of the Company as of December 31, 2014 and 2013 and the Condensed Consolidating Statements of Operations and Comprehensive Income (Loss...

  • Page 118
    ...II Cincinnati Bell Inc. Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Year Ended December 31, 2014 (dollars in millions) Parent (Guarantor) CBT (Issuer) Other Non-guarantors Eliminations Total Revenue Operating costs and expenses Operating (loss) income Interest...

  • Page 119
    ...II Cincinnati Bell Inc. Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Year Ended December 31, 2012 (dollars in millions) Parent (Guarantor) CBT (Issuer) Other Non-guarantors Eliminations Total Revenue Operating costs and expenses Operating (loss) income Interest...

  • Page 120
    ... Property, plant and equipment, net Investment in CyrusOne Goodwill and intangibles, net Investments in and advances to subsidiaries Other noncurrent assets Total assets Current portion of long-term debt Accounts payable Deferred gain on sale of wireless spectrum licenses Other current liabilities...

  • Page 121
    ... Dividends received from CyrusOne Proceeds from sale of assets Cash divested from deconsolidation of CyrusOne Other investing activities Cash flows used in investing activities Issuance of long-term debt Funding between Parent and subsidiaries, net Debt issuance costs Net increase in corporate...

  • Page 122
    ... activities Cash flows used in investing activities Issuance of long-term debt Funding between Parent and subsidiaries, net Net increase in corporate credit and receivables facilities with initial maturities less than 90 days Repayment of debt Debt issuance costs Common stock issuance costs Common...

  • Page 123
    ... Wireless LLC, CBTS Software LLC, Cincinnati Bell Technology Solutions Inc., Cincinnati Bell Any Distance of Virginia LLC, eVolve Business Solutions LLC, Data Center Investments Inc., Data Center Investments Holdco LLC, Data Centers South Inc. and Data Centers South Holdings LLC. The Parent Company...

  • Page 124
    ... II Cincinnati Bell Inc. Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Year Ended December 31, 2014 (dollars in millions) Parent (Issuer) Guarantors Non-guarantors Eliminations Total Revenue Operating costs and expenses Operating (loss) income Interest expense...

  • Page 125
    ... II Cincinnati Bell Inc. Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Year Ended December 31, 2012 (dollars in millions) Parent (Issuer) Guarantors Non-guarantors Eliminations Total Revenue Operating costs and expenses Operating (loss) income Interest expense...

  • Page 126
    ... Property, plant and equipment, net Investment in CyrusOne Goodwill and intangibles, net Investments in and advances to subsidiaries Other noncurrent assets Total assets Current portion of long-term debt Accounts payable Deferred gain on sale of wireless spectrum licenses Other current liabilities...

  • Page 127
    ...Consolidating Statements of Cash Flows Year Ended December 31, 2014 (dollars in millions) Parent (Issuer) Guarantors Non-guarantors Cincinnati Bell Inc. Eliminations Total Cash flows (used in) provided by operating activities Capital expenditures Proceeds received from sale of CyrusOne Dividends...

  • Page 128
    ... activities Cash flows used in investing activities Issuance of long-term debt Funding between Parent and subsidiaries, net Net increase in corporate credit and receivables facilities with initial maturities less than 90 days Repayment of debt Debt issuance costs Common stock issuance costs Common...

  • Page 129
    ... of 2014 includes an impairment charge of $4.6 million related to the abandonment of an internal use software project that was written off in the fourth quarter. On January 24, 2013, we completed the IPO of CyrusOne, which owns and operates our former data center colocation business. Effective...

  • Page 130
    .... Management's Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm are set forth in Part II, Item 8 of this Annual Report on Form 10-K. (c) Changes in internal control over financial reporting. There were no changes to Cincinnati Bell...

  • Page 131
    ... and General Manager of Cincinnati Bell Communications Group from September 2010 to February 2013; Chief Executive Officer of The Freedom Group, Inc. from 2008 to August 2010. LEIGH R. FOX, Chief Financial Officer of the Company since October 2013; Chief Administrative Officer of the Company from...

  • Page 132
    ... Part I Cincinnati Bell Inc. Items 11. Executive Compensation The information required by this item can be found in the Proxy Statement for the 2015 Annual Meeting of Shareholders and is incorporated herein by reference. Items 12. Security Ownership of Certain Beneficial Owners and Management and...

  • Page 133
    ... LLC (as successor entity to Cincinnati Bell Telephone Company), as Issuer, Cincinnati Bell Inc., as Guarantor, and The Bank of New York, as Trustee (Exhibit (4)(c)(iii)(3) to Annual Report on Form 10-K for the year ended December 31, 2004, File No. 1-8519). Indenture dated as of November 20, 2012...

  • Page 134
    ...date of Report August 1, 2011, File No. 1-8519). Second Amendment to Amended and Restated Purchase and Sale Agreement dated as of October 1, 2012, among the Originators identified therein, Cincinnati Bell Funding LLC and Cincinnati Bell Inc. as Servicer and sole member of Cincinnati Bell Funding LLC...

  • Page 135
    ... partnership doing business as Verizon Wireless (Exhibit 10.1 to Current Report on Form 8-K, date of Report April 7, 2014, File No. 1-8519). Network Asset Purchase Agreement dated as of April 6, 2014 among Cincinnati Bell Wireless, LLC, an Ohio limited liability company, and Cellco Partnership...

  • Page 136
    ... 2008, File No. 1-8519). Cincinnati Bell Inc. Form of 2008-2010 Performance Share Agreement (2007 Long Term Incentive Plan) (Exhibit (10)(iii)(A)(24) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519). Cincinnati Bell Inc. Form of Stock Appreciation Rights Agreement...

  • Page 137
    ... herewith. * Management contract or compensatory plan required to be filed as an exhibit pursuant to Item 15(a)(3) of the Instruction to Form 10-K. ** Submitted electronically with this report. The Company's reports on Form 10-K, 10-Q, 8-K, proxy and other information are available free of charge at...

  • Page 138
    ... of Contents Schedule II Cincinnati Bell Inc. VTLUTTION TND QUTLIFYING TCCOUNTS Tdditions (dollars in millions) Beginning of Period Charge (Benefit) to Expenses To (from) Other Tccounts Deductions End of Period Tllowance for Doubtful Tccounts Year 2014 Year 2013 Year 2012 Deferred Tax Valuation...

  • Page 139
    ... Form 10-K Part IV SIGNATURES Cincinnati Bell Inc. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: February 26, 2015 /s/ Leigh...

  • Page 140
    Table of Contents Form 10-K Part IV Cincinnati Bell Inc. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. Signature /s/ Theodore H. Torbeck ...

  • Page 141
    ... (this tAmendment"), dated as of June 23, 2014, is entered into by and among CINCINNATI BELL INC., an Ohio corporation (the tBorrower"), the Guarantors signatories hereto, the Lenders signatories hereto and BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, and PNC BANK, NATIONAL...

  • Page 142
    ...payment when due of all Obligations, in accordance with, and pursuant to the terms of, Article IV of the Amended Credit Agreement and (ii) each of the Loan Parties... charges that accrue after the commencement by or against any Loan Party or any Affiliate... the parties shall endeavor in good faith ...

  • Page 143
    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. BORROWER: CINCINNATI BELL INC., an Ohio corporation By: /s/ Christopher C. Elma Name: Christopher C. Elma Title: Vice President, Treasury & Tax

  • Page 144
    ... Ohio corporation CINCINNATI BELL WIRELESS, LLC, an Ohio limited liability company CINCINNATI BELL TECHNOLOGY SOLUTIONS INC., a Delaware corporation CINCINNATI BELL ANY DISTANCE INC., a Delaware corporation CBTS SOFTWARE LLC, a Delaware limited liability company EVOLVE BUSINESS SOLUTIONS LLC an Ohio...

  • Page 145
    ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Don B. Pinzon Name: Don B. Pinzon Title: Vice President

  • Page 146
    LENDER: [Lender signature pages on file with the Administrative Agent]

  • Page 147
    ... AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this " Amendment"), dated as of September 30, 2014, is entered into by and among CINCINNATI BELL FUNDING LLC (the "Seller"), CINCINNATI BELL INC., as Servicer (the "Servicer"), and as Performance Guarantor (the "Performance Guarantor...

  • Page 148
    ...be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery by facsimile or email of an executed signature...

  • Page 149
    IN WITNESS WHEREOF, the parties hereto executed this Amendment as of the date first written above. CINCINNATI BELL FUNDING LLC, as Seller By: /s/ Christopher C. Elma Name: Christopher C. Elma Title: Vice President and Treasurer CINCINNATI BELL INC., as Servicer and as Performance Guarantor By: /s/ ...

  • Page 150
    PNC BANK, NATIONAL ASSOCIATION, as Administrator By: /s/ Robyn Reeher Name: Robyn Reeher Title: Vice President PNC BANK, NATIONAL ASSOCIATION, as a Purchaser Agent By: /s/ Robyn Reeher Name: Robyn Reeher Title: Vice President ...

  • Page 151
    REGIONS BANK, as a Purchaser Agent, as an LC Participant and as a Related Committed Purchaser By: /s/ Kathy Myers Name: Kathy Myers Title: Vice President S-3

  • Page 152
    ... to termination as provided in Section 13. 3. Duties. A. Employee will serve as Chief Technology Officer for Cincinnati Bell Inc. or in such other equivalent capacity as may Ee designated Ey the Chief Executive Officer of Employer. Employee will report to the Chief Executive Officer of Employer or...

  • Page 153
    ... year. The Bonus target shall Ee estaElished from time to time Ey Employer's Compensation Committee if Employee is a named executive officer for purposes of Employer's annual proxy statement or is otherwise an executive officer whose compensation is determined Ey the Compensation Committee, or...

  • Page 154
    ..., employees and suppliers of Employer and its Affiliates; customer and supplier contracts and transactions or price lists of Employer, its Affiliates and their suppliers; products, services, programs and processes sold, licensed or developed Ey Employer or its Affiliates; technical data, plans and...

  • Page 155
    ..., the AAA will send simultaneously to Employer and Employee an identical list of names of five persons chosen from the panel. Each party will have 10 days from the transmittal date in which to strike up to two names, numEer the remaining names in order of preference and return the list to the AAA. 4

  • Page 156
    ..., in good faith, unavailaEle to testify in person at the hearing due to poor health, residency and employment more than 50 miles from the hearing site, conflicting travel plans or other comparaEle reason. (j) ArEitration must Ee requested in writing no later than 6 months from the date of the party...

  • Page 157
    ... any stock exchanges on which Employer's securities are listed. 11. Covenant Not to Compete, No Interference; No Solicitation. For purposes of this Section 11 only, the: term "Employer" shall mean, collectively, Employer and each of its Affiliates. At all times during the term of this Agreement and...

  • Page 158
    ... services required hereunder, Eecause of any physical or mental infirmity for which Employee receives disaEility Eenefits under any DisaEility Plans, over a period of one hundred twenty consecutive working days during any twelve consecutive month period (a "Terminating DisaEility"). (ii) If Employer...

  • Page 159
    ...after Employee's termination of employment with Employer, Employer shall pay Employee in a lump sum cash payment an amount equal to two times the Employee's annual Base Salary rate in effect at the time of the termination of this Agreement; (ii) for purposes of any outstanding stock option issued Ey...

  • Page 160
    ... any nonqualified defined Eenefit pension plan if this Agreement had not terminated prior to the end of the Current Term and if Employee's annual Base Salary and annual Bonus target had neither increased nor decreased after such termination, shall Ee payaEle Ey Employer at the same time and in the...

  • Page 161
    ... "Current Term" means the two year period Eeginning at the time of the termination of this Agreement. (ii) For purposes of Sections 13.D. and 13.E., "Change in Control" means a Change in Control as defined under the Cincinnati Bell Inc. Executive Deferred Compensation Plan (as such plan is amended...

  • Page 162
    ... which is six months after Employee's termination of employment had such principal sum earned interest for such period at an annual rate of interest of 3.5%. (v) To the extent that any of the Eenefits applicaEle to medical, dental and vision coverage provided to Employee under Section 13.D.(v) or 13...

  • Page 163
    ... Ey the laws of the State of Ohio and, to the extent applicaEle, federal law. 18. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to Employee's employment Ey Employer. There are no other contracts, agreements or understandings, whether oral or written...

  • Page 164
    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to Ee duly executed as of the day and year first aEove written. CINCINNATI BELL INC. By: /s/ Theodore H. TorEeck Theodore H. TorEeck Title: President and Chief Executive Officer Date: January 28, 2015 EMPLOYEE /s/ Thomas E. Simpson ...

  • Page 165
    ... termination as provided in Section 13. 3. Duties. A. Employee will serve as Vice President, General Counsel & Secretary for Cincinnati Bell Inc. or in such other equivalent capacity as may Ee designated Ey the Chief Executive Officer of Employer. Employee will report to the Chief Executive Officer...

  • Page 166
    ... year. The Bonus target shall Ee estaElished from time to time Ey Employer's Compensation Committee if Employee is a named executive officer for purposes of Employer's annual proxy statement or is otherwise an executive officer whose compensation is determined Ey the Compensation Committee, or...

  • Page 167
    ..., employees and suppliers of Employer and its Affiliates; customer and supplier contracts and transactions or price lists of Employer, its Affiliates and their suppliers; products, services, programs and processes sold, licensed or developed Ey Employer or its Affiliates; technical data, plans and...

  • Page 168
    ..., the AAA will send simultaneously to Employer and Employee an identical list of names of five persons chosen from the panel. Each party will have 10 days from the transmittal date in which to strike up to two names, numEer the remaining names in order of preference and return the list to the AAA. 4

  • Page 169
    ..., in good faith, unavailaEle to testify in person at the hearing due to poor health, residency and employment more than 50 miles from the hearing site, conflicting travel plans or other comparaEle reason. (j) ArEitration must Ee requested in writing no later than 6 months from the date of the party...

  • Page 170
    ... any stock exchanges on which Employer's securities are listed. 11. Covenant Not to Compete, No Interference; No Solicitation. For purposes of this Section 11 only, the: term "Employer" shall mean, collectively, Employer and each of its Affiliates. At all times during the term of this Agreement and...

  • Page 171
    ... services required hereunder, Eecause of any physical or mental infirmity for which Employee receives disaEility Eenefits under any DisaEility Plans, over a period of one hundred twenty consecutive working days during any twelve consecutive month period (a "Terminating DisaEility"). (ii) If Employer...

  • Page 172
    ...after Employee's termination of employment with Employer, Employer shall pay Employee in a lump sum cash payment an amount equal to two times the Employee's annual Base Salary rate in effect at the time of the termination of this Agreement; (ii) for purposes of any outstanding stock option issued Ey...

  • Page 173
    ... any nonqualified defined Eenefit pension plan if this Agreement had not terminated prior to the end of the Current Term and if Employee's annual Base Salary and annual Bonus target had neither increased nor decreased after such termination, shall Ee payaEle Ey Employer at the same time and in the...

  • Page 174
    ... "Current Term" means the two year period Eeginning at the time of the termination of this Agreement. (ii) For purposes of Sections 13.D. and 13.E., "Change in Control" means a Change in Control as defined under the Cincinnati Bell Inc. Executive Deferred Compensation Plan (as such plan is amended...

  • Page 175
    ... which is six months after Employee's termination of employment had such principal sum earned interest for such period at an annual rate of interest of 3.5%. (v) To the extent that any of the Eenefits applicaEle to medical, dental and vision coverage provided to Employee under Section 13.D.(v) or 13...

  • Page 176
    ... Ey the laws of the State of Ohio and, to the extent applicaEle, federal law. 18. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to Employee's employment Ey Employer. There are no other contracts, agreements or understandings, whether oral or written...

  • Page 177
    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to Ee duly executed as of the day and year first aEove written. CINCINNATI BELL INC. By: /s/ Theodore H. TorEeck Title: Chief Executive Officer Date: FeEruary 23, 2015 EMPLOYEE /s/ Christopher J. Wilson Date: FeEruary 23, 2015 13

  • Page 178
    ... of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends Year ended December 31, 2014 (dollars in millions) 2014 2013 2012 2011 2010 Pre-tax income from continuing operations in consolidated subsidiaries plus fixed charges* Fixed charges: Interest expensed and capitalized Appropriate...

  • Page 179
    ...Name Cincinnati Bell Telephone Company LLC Cincinnati Bell Telecommunications Services LLC Cincinnati Bell Extended Territories LLC Cincinnati Bell Entertainment Inc. Cincinnati Bell Wireless LLC Cincinnati Bell Any Distance Inc. Cincinnati Bell Technology Solutions Inc. Cincinnati Bell Funding LLC...

  • Page 180
    ...financial statements and financial statement schedule of the Company and the effectiveness of the Company's internal control over financial reporting, appearing in this Annual Report on Form 10-K of the Company for the year ended December 31, 2014. /s/ Deloitte & Touche LLE Cincinnati, Ohio February...

  • Page 181
    ... WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the tCompany"), proposes shortly to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on...

  • Page 182
    ... WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the tCompany"), proposes shortly to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on...

  • Page 183
    ... WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the tCompany"), proposes shortly to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on...

  • Page 184
    ... WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the tCompany"), proposes shortly to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on...

  • Page 185
    ... WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the tCompany"), proposes shortly to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on...

  • Page 186
    ... WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the tCompany"), proposes shortly to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on...

  • Page 187
    ... WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the tCompany"), proposes shortly to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on...

  • Page 188
    ... WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the tCompany"), proposes shortly to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on...

  • Page 189
    ..., President and Chief Executive Officer, certify that: 1. 2. I have reviewed this annual report on Form 10-K of Cincinnati Bell Inc; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in...

  • Page 190
    ...R. Fox, Chief Financial Officer, certify that: 1. 2. I have reviewed this annual report on Form 1n-K of Cincinnati Bell Inc; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of...

  • Page 191
    ... with the Annual Report of Cincinnati Bell Inc. (the "Company") on Form 10-K for the period ending December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Theodore H. Torbeck, President and Chief Executive Officer of the Company, certify, pursuant...

  • Page 192
    ... In connection with the Annual Report of Cincinnati Bell Inc. (the "Company") on Form 10-K for the period ending December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Leigh R. Fox, Chief Financial Officer of the Company, certify, pursuant to 18...

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