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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Ohio
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31-1056105
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Shares (par value $0.01 per share)
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New York Stock Exchange
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6
3
/
4
% Convertible Preferred Shares
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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Form 10-K Part I
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Cincinnati Bell Inc.
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Form 10-K Part I
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Cincinnati Bell Inc.
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2017
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2016
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2015
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Fioptics revenue (in millions):
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$309.8
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$254.1
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$190.8
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Fioptics subscribers (in thousands):
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High-speed internet
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226.6
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197.6
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153.7
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Video
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146.5
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137.6
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114.4
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Voice
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105.9
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96.2
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77.4
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•
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increased the total number of commercial addresses with fiber-based services (referred to as a lit address) to
22,500
by connecting approximately
6,700
additional lit addresses in 2017;
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Form 10-K Part I
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Cincinnati Bell Inc.
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•
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provided cell site back-haul services to approximately
70%
of the
1,000
cell sites in-market, of which approximately
95%
of these sites are lit with fiber.
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Form 10-K Part I
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Cincinnati Bell Inc.
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IT Services and Hardware
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Strategic
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Integration
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Professional Services
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Consulting
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Installation
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Staff Augmentation
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Digital Application Solutions
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Unified Communications
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Voice Monitoring
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Maintenance
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Managed IP Telephony Solutions
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Cloud Services
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Virtual Data Centers
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Storage
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Backup
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Management and Monitoring
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Network Management/Monitoring
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Security
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Telecom & IT Hardware
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Hardware
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Software Licenses
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Form 10-K Part I
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Cincinnati Bell Inc.
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Form 10-K Part I
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Cincinnati Bell Inc.
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Form 10-K Part I
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Cincinnati Bell Inc.
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Form 10-K Part I
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Cincinnati Bell Inc.
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Percentage of revenue
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2017
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2016
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2015
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2017 vs 2016 Change
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2016 vs 2015 Change
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|||||
Strategic
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55
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%
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54
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%
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46
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%
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1
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pts
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8
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pts
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Legacy
|
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21
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%
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26
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%
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31
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%
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(5
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)
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(5
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)
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Integration
|
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24
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%
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|
20
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%
|
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23
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%
|
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4
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|
|
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(3
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)
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Total
|
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100
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%
|
|
100
|
%
|
|
100
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%
|
|
|
|
|
|
|
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Percentage of revenue
|
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2017
|
|
2016
|
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2015
|
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2017 vs 2016 Change
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2016 vs 2015 Change
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|||||
Consumer
|
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31
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%
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32
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%
|
|
29
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%
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(1
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)
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pts
|
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3
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pts
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Business
|
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61
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%
|
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59
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%
|
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61
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%
|
|
2
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|
|
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(2
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)
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Carrier
|
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8
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%
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9
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%
|
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10
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%
|
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(1
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)
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(1
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)
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Total
|
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100
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%
|
|
100
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%
|
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100
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%
|
|
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|
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Form 10-K Part I
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Cincinnati Bell Inc.
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Form 10-K Part I
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Cincinnati Bell Inc.
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Form 10-K Part I
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Cincinnati Bell Inc.
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Form 10-K Part I
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Cincinnati Bell Inc.
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Form 10-K Part I
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Cincinnati Bell Inc.
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Form 10-K Part I
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Cincinnati Bell Inc.
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•
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the Company is required to use a substantial portion of its cash flow from operations to pay principal and interest on its debt, thereby reducing the availability of cash flow to fund working capital, capital expenditures, strategic acquisitions, investments and alliances, and other general corporate requirements;
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•
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there is a variable interest rate on a portion of its debt which will increase if the market interest rates increase;
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•
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the Company’s debt increases its vulnerability to adverse changes in the credit markets, which adverse changes could increase the Company's borrowing costs and limit the availability of financing;
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•
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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;
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•
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the Company’s level of debt and shareowners’ deficit may restrict it from raising additional financing on satisfactory terms to fund working capital, capital expenditures, strategic acquisitions, investments and alliances, and other general corporate requirements; and
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•
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the Company’s debt instruments contains limitations on the Company and require the Company to comply with specified financial ratios and other restrictive covenants. Failure to comply with these covenants, if not cured or waived, could limit availability to the cash required to fund the Company's operations and general obligations and could result in the Company’s dissolution, bankruptcy, liquidation or reorganization.
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Form 10-K Part I
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Cincinnati Bell Inc.
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•
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incur additional indebtedness;
|
•
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create liens;
|
•
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make investments;
|
•
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enter into transactions with affiliates;
|
•
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sell assets;
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•
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guarantee indebtedness;
|
•
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declare or pay dividends or make other distributions to shareholders;
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•
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repurchase equity interests;
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•
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redeem debt that is junior in right of payment to such indebtedness;
|
•
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enter into agreements that restrict dividends or other payments from subsidiaries;
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•
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issue or sell capital stock of certain of its subsidiaries;
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•
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consolidate, merge, or transfer all or substantially all of its assets and the assets of its subsidiaries on a consolidated basis; and
|
•
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change its fiscal year
|
•
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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
|
•
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adversely affect the Company’s ability to finance its operations, strategic acquisitions, investments or alliances, other capital needs, or to engage in other business activities that would be in its interest.
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Form 10-K Part I
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Cincinnati Bell Inc.
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Form 10-K Part I
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Cincinnati Bell Inc.
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Form 10-K Part I
|
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Cincinnati Bell Inc.
|
Form 10-K Part I
|
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Cincinnati Bell Inc.
|
•
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making it more difficult for the combined company to satisfy its debt service obligations;
|
•
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requiring the combined company to dedicate a substantial portion of its cash flows to debt service obligations, thereby potentially reducing the availability of cash flows to pay cash dividends and to fund working capital, capital expenditures, acquisitions, investments and other general operating requirements;
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•
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limiting the ability of the combined company to obtain additional financing to fund its working capital requirements, capital expenditures, acquisitions, investments, debt service obligations and other general operating requirements;
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•
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restricting the combined company from making strategic acquisitions or taking advantage of favorable business opportunities;
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•
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placing the combined company at a relative competitive disadvantage compared to competitors that have less debt;
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•
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limiting flexibility to plan for, or react to, changes in the businesses and industries in which the combined company operates, which may adversely affect the combined company’s operating results and ability to meet its debt service obligations;
|
•
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increasing the vulnerability of the combined company to adverse general economic and industry conditions, including changes in interest rates; and
|
•
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limiting the ability of the combined company to refinance its indebtedness or increasing the cost of such indebtedness.
|
Form 10-K Part I
|
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Cincinnati Bell Inc.
|
Form 10-K Part I
|
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Cincinnati Bell Inc.
|
Form 10-K Part I
|
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Cincinnati Bell Inc.
|
Form 10-K Part I
|
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Cincinnati Bell Inc.
|
Form 10-K Part II
|
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Cincinnati Bell Inc.
|
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First
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Second
|
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Third
|
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Fourth
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||||||||
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Quarter
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Quarter
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Quarter
|
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Quarter
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||||||||
2017
|
High
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$
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24.35
|
|
|
$
|
19.66
|
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$
|
21.85
|
|
|
$
|
22.00
|
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Low
|
$
|
17.60
|
|
|
$
|
16.40
|
|
|
$
|
16.60
|
|
|
$
|
18.75
|
|
2016
|
High
|
$
|
19.45
|
|
|
$
|
23.05
|
|
|
$
|
25.10
|
|
|
$
|
22.75
|
|
|
Low
|
$
|
14.50
|
|
|
$
|
18.00
|
|
|
$
|
19.55
|
|
|
$
|
17.90
|
|
Form 10-K Part II
|
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Cincinnati Bell Inc.
|
|
Dec-12
|
Dec-13
|
Dec-14
|
Dec-15
|
Dec-16
|
Dec-17
|
Cincinnati Bell Inc.
|
$100
|
$65
|
$58
|
$66
|
$82
|
$76
|
S&P 500
|
$100
|
$132
|
$151
|
$153
|
$171
|
$208
|
S&P Integrated Telecommunication Services
|
$100
|
$111
|
$114
|
$117
|
$146
|
$145
|
Period
|
|
Total Number of Shares (or Units) Purchased
|
|
Average Price Paid per Share (or Unit)
|
|
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs *
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs (in millions)*
|
||||||
10/1/2017 - 12/31/2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
124.4
|
|
*
|
In February 2010, the Board of Directors approved an additional plan for the repurchase of the Company’s outstanding common stock in an amount up to $150.0 million. This repurchase plan does not have a stated maturity.
|
Form 10-K Part II
|
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Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
(dollars in millions, except per share amounts)
|
|
2017 (g)
|
|
2016
|
|
2015
|
|
2014
|
|
2013 (a)
|
||||||||||
Operating Data
|
|
|
|
|
|
|
|
|
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|
||||||||||
Revenue
|
|
$
|
1,288.5
|
|
|
$
|
1,185.8
|
|
|
$
|
1,167.8
|
|
|
$
|
1,161.5
|
|
|
$
|
1,073.4
|
|
Cost of services and products, selling, general and administrative, depreciation and amortization expense
|
|
1,195.2
|
|
|
1,079.8
|
|
|
1,031.3
|
|
|
979.5
|
|
|
877.6
|
|
|||||
Other operating costs and losses (b)
|
|
55.2
|
|
|
13.0
|
|
|
8.5
|
|
|
5.1
|
|
|
56.0
|
|
|||||
Operating income
|
|
38.1
|
|
|
93.0
|
|
|
128.0
|
|
|
176.9
|
|
|
139.8
|
|
|||||
Interest expense
|
|
85.2
|
|
|
75.7
|
|
|
103.1
|
|
|
145.9
|
|
|
176.0
|
|
|||||
Loss on extinguishment of debt, net
|
|
3.2
|
|
|
19.0
|
|
|
20.9
|
|
|
19.6
|
|
|
29.6
|
|
|||||
Loss from CyrusOne investment (c)
|
|
—
|
|
|
—
|
|
|
5.1
|
|
|
7.0
|
|
|
10.7
|
|
|||||
Gain on sale of CyrusOne investment
|
|
(117.7
|
)
|
|
(157.0
|
)
|
|
(449.2
|
)
|
|
(192.8
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
|
35.1
|
|
|
101.8
|
|
|
290.8
|
|
|
117.7
|
|
|
(64.9
|
)
|
|||||
Income (loss) from discontinued operations, net of tax
|
|
—
|
|
|
0.3
|
|
|
62.9
|
|
|
(42.1
|
)
|
|
10.2
|
|
|||||
Net income (loss)
|
|
35.1
|
|
|
102.1
|
|
|
353.7
|
|
|
75.6
|
|
|
(54.7
|
)
|
|||||
Basic earnings (loss) per common share from continuing operations
|
|
$
|
0.59
|
|
|
$
|
2.17
|
|
|
$
|
6.69
|
|
|
$
|
2.57
|
|
|
$
|
(1.83
|
)
|
Basic earnings (loss) per common share from discontinued operations
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
1.50
|
|
|
$
|
(1.01
|
)
|
|
$
|
0.25
|
|
Basic earnings (loss) per common share
|
|
$
|
0.59
|
|
|
$
|
2.18
|
|
|
$
|
8.19
|
|
|
$
|
1.56
|
|
|
$
|
(1.58
|
)
|
Diluted earnings (loss) per common share from continuing operations
|
|
$
|
0.58
|
|
|
$
|
2.17
|
|
|
$
|
6.68
|
|
|
$
|
2.56
|
|
|
$
|
(1.83
|
)
|
Diluted earnings (loss) per common share from discontinued operations
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
1.49
|
|
|
$
|
(1.00
|
)
|
|
$
|
0.25
|
|
Diluted earnings (loss) per common share
|
|
$
|
0.58
|
|
|
$
|
2.18
|
|
|
$
|
8.17
|
|
|
$
|
1.56
|
|
|
$
|
(1.58
|
)
|
Dividends declared per common share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Weighted-average common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
42.2
|
|
|
42.0
|
|
|
41.9
|
|
|
41.7
|
|
|
41.2
|
|
|||||
Diluted
|
|
42.4
|
|
|
42.1
|
|
|
42.0
|
|
|
41.9
|
|
|
41.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
|
$
|
1,129.0
|
|
|
$
|
1,085.5
|
|
|
$
|
975.5
|
|
|
$
|
815.4
|
|
|
$
|
756.8
|
|
Total assets (d)
|
|
2,162.4
|
|
|
1,541.0
|
|
|
1,446.4
|
|
|
1,807.0
|
|
|
2,088.2
|
|
|||||
Total long-term obligations (e)
|
|
1,948.2
|
|
|
1,429.8
|
|
|
1,485.4
|
|
|
2,044.7
|
|
|
2,509.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow provided by operating activities
|
|
$
|
203.4
|
|
|
$
|
173.1
|
|
|
$
|
111.0
|
|
|
$
|
175.3
|
|
|
$
|
79.3
|
|
Cash flow (used in) provided by investing activities
|
|
(236.8
|
)
|
|
(95.5
|
)
|
|
383.2
|
|
|
392.6
|
|
|
(185.4
|
)
|
|||||
Cash flow (used in) provided by financing activities
|
|
420.2
|
|
|
(75.3
|
)
|
|
(544.7
|
)
|
|
(514.6
|
)
|
|
87.1
|
|
|||||
Capital expenditures (f)
|
|
(210.5
|
)
|
|
(286.4
|
)
|
|
(283.6
|
)
|
|
(182.3
|
)
|
|
(196.9
|
)
|
(a)
|
During 2013, CyrusOne results are included for the period January 1, 2013 through January 23, 2013. Effective January 24, 2013, the date of the CyrusOne IPO, we no longer include CyrusOne's operating results in our consolidated financial statements. See Note 1 to the consolidated financial statements.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
(b)
|
Other operating costs and losses consist of restructuring and severance related charges (reversals), transaction-related compensation, curtailment and settlement loss (gain), loss (gain) on disposal of assets - net, impairment of assets and transaction and integration costs.
|
|
|
(c)
|
Losses represent our equity method share of CyrusOne's losses from the date of the IPO through December 31, 2015. Effective January 1, 2016, our ownership in CyrusOne is no longer accounted for using the equity method.
|
|
|
(d)
|
Total assets include current and noncurrent assets from discontinued operations.
|
|
|
(e)
|
Total long-term obligations are comprised of long-term debt less current portion, deferred income tax liabilities, pension and postretirement benefit obligations, other noncurrent liabilities and noncurrent liabilities from discontinued operations. See Notes 7, 8, 10 and 16 to the consolidated financial statements for discussions related to 2017 and 2016.
|
|
|
(f)
|
Capital expenditures include capital expenditures from discontinued operations.
|
|
|
(g)
|
Operating data includes OnX results as of the date of acquisition in October 2017.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
|
|
$ Change
|
|
% Change
|
|
||||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|
2017 vs. 2016
|
|
2015
|
|
2016 vs. 2015
|
|
2016 vs. 2015
|
|
||||||||||||
Service revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Entertainment and Communications
|
$
|
785.1
|
|
|
$
|
763.0
|
|
|
$
|
22.1
|
|
|
3
|
%
|
|
$
|
735.0
|
|
|
$
|
28.0
|
|
|
4
|
%
|
|
IT Services and Hardware
|
221.0
|
|
|
215.7
|
|
|
5.3
|
|
|
2
|
%
|
|
198.0
|
|
|
17.7
|
|
|
9
|
%
|
|
|||||
Total service revenue
|
$
|
1,006.1
|
|
|
$
|
978.7
|
|
|
$
|
27.4
|
|
|
3
|
%
|
|
$
|
933.0
|
|
|
$
|
45.7
|
|
|
5
|
%
|
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
|
|
$ Change
|
|
% Change
|
|
||||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|
2017 vs. 2016
|
|
2015
|
|
2016 vs. 2015
|
|
2016 vs. 2015
|
|
||||||||||||
Product revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Entertainment and Communications
|
$
|
3.1
|
|
|
$
|
4.5
|
|
|
$
|
(1.4
|
)
|
|
(31
|
)%
|
|
$
|
7.4
|
|
|
$
|
(2.9
|
)
|
|
(39
|
)%
|
|
IT Services and Hardware
|
279.3
|
|
|
202.6
|
|
|
76.7
|
|
|
38
|
%
|
|
227.4
|
|
|
(24.8
|
)
|
|
(11
|
)%
|
|
|||||
Total product revenue
|
$
|
282.4
|
|
|
$
|
207.1
|
|
|
$
|
75.3
|
|
|
36
|
%
|
|
$
|
234.8
|
|
|
$
|
(27.7
|
)
|
|
(12
|
)%
|
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
|
|
$ Change
|
|
% Change
|
|
||||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|
2017 vs. 2016
|
|
2015
|
|
2016 vs. 2015
|
|
2016 vs. 2015
|
|
||||||||||||
Cost of services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Entertainment and Communications
|
$
|
365.9
|
|
|
$
|
344.7
|
|
|
$
|
21.2
|
|
|
6
|
%
|
|
$
|
319.9
|
|
|
$
|
24.8
|
|
|
8
|
%
|
|
IT Services and Hardware
|
166.2
|
|
|
161.7
|
|
|
4.5
|
|
|
3
|
%
|
|
152.6
|
|
|
9.1
|
|
|
6
|
%
|
|
|||||
Total cost of services
|
$
|
532.1
|
|
|
$
|
506.4
|
|
|
$
|
25.7
|
|
|
5
|
%
|
|
$
|
472.5
|
|
|
$
|
33.9
|
|
|
7
|
%
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
|
|
$ Change
|
|
% Change
|
|
||||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|
2017 vs. 2016
|
|
2015
|
|
2016 vs. 2015
|
|
2016 vs. 2015
|
|
||||||||||||
Cost of products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Entertainment and Communications
|
$
|
2.7
|
|
|
$
|
2.5
|
|
|
$
|
0.2
|
|
|
8
|
%
|
|
$
|
6.3
|
|
|
$
|
(3.8
|
)
|
|
(60
|
)%
|
|
IT Services and Hardware
|
226.5
|
|
|
170.0
|
|
|
56.5
|
|
|
33
|
%
|
|
191.8
|
|
|
(21.8
|
)
|
|
(11
|
)%
|
|
|||||
Total cost of products
|
$
|
229.2
|
|
|
$
|
172.5
|
|
|
$
|
56.7
|
|
|
33
|
%
|
|
$
|
198.1
|
|
|
$
|
(25.6
|
)
|
|
(13
|
)%
|
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
|
|
$ Change
|
|
% Change
|
|
||||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|
2017 vs. 2016
|
|
2015
|
|
2016 vs. 2015
|
|
2016 vs. 2015
|
|
||||||||||||
Selling, general, and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Entertainment and Communications
|
$
|
138.5
|
|
|
$
|
141.5
|
|
|
$
|
(3.0
|
)
|
|
(2
|
)%
|
|
$
|
146.2
|
|
|
$
|
(4.7
|
)
|
|
(3
|
)%
|
|
IT Services and Hardware
|
83.7
|
|
|
57.5
|
|
|
26.2
|
|
|
46
|
%
|
|
53.5
|
|
|
4.0
|
|
|
7
|
%
|
|
|||||
Corporate
|
18.7
|
|
|
19.7
|
|
|
(1.0
|
)
|
|
(5
|
)%
|
|
19.4
|
|
|
0.3
|
|
|
2
|
%
|
|
|||||
Total selling, general and administrative
|
$
|
240.9
|
|
|
$
|
218.7
|
|
|
$
|
22.2
|
|
|
10
|
%
|
|
$
|
219.1
|
|
|
$
|
(0.4
|
)
|
|
0
|
%
|
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
|
|
$ Change
|
|
% Change
|
|
||||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|
2017 vs. 2016
|
|
2015
|
|
2016 vs. 2015
|
|
2016 vs. 2015
|
|
||||||||||||
Depreciation and amortization expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Entertainment and Communications
|
$
|
174.7
|
|
|
$
|
168.6
|
|
|
$
|
6.1
|
|
|
4
|
%
|
|
$
|
129.2
|
|
|
$
|
39.4
|
|
|
30
|
%
|
|
IT Services and Hardware
|
18.1
|
|
|
13.5
|
|
|
4.6
|
|
|
34
|
%
|
|
12.3
|
|
|
1.2
|
|
|
10
|
%
|
|
|||||
Corporate
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|
100
|
%
|
|
0.1
|
|
|
—
|
|
|
0
|
%
|
|
|||||
Total depreciation and amortization expense
|
$
|
193.0
|
|
|
$
|
182.2
|
|
|
$
|
10.8
|
|
|
6
|
%
|
|
$
|
141.6
|
|
|
$
|
40.6
|
|
|
29
|
%
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
|
|
$ Change
|
|
% Change
|
|
||||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|
2017 vs. 2016
|
|
2015
|
|
2016 vs. 2015
|
|
2016 vs. 2015
|
|
||||||||||||
Restructuring and severance related charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Entertainment and Communications
|
$
|
27.9
|
|
|
$
|
7.7
|
|
|
$
|
20.2
|
|
|
n/m
|
|
|
$
|
1.6
|
|
|
$
|
6.1
|
|
|
n/m
|
|
|
IT Services and Hardware
|
4.8
|
|
|
3.3
|
|
|
1.5
|
|
|
45
|
%
|
|
2.8
|
|
|
0.5
|
|
|
18
|
%
|
|
|||||
Corporate
|
—
|
|
|
0.9
|
|
|
(0.9
|
)
|
|
n/m
|
|
|
1.6
|
|
|
(0.7
|
)
|
|
(44
|
)%
|
|
|||||
Total restructuring and severance related charges (reversals)
|
$
|
32.7
|
|
|
$
|
11.9
|
|
|
$
|
20.8
|
|
|
n/m
|
|
|
$
|
6.0
|
|
|
$
|
5.9
|
|
|
98
|
%
|
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
|
|
$ Change
|
|
% Change
|
|
||||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|
2017 vs. 2016
|
|
2015
|
|
2016 vs. 2015
|
|
2016 vs. 2015
|
|
||||||||||||
Other operating costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Transaction and integration costs
|
$
|
18.5
|
|
|
$
|
—
|
|
|
$
|
18.5
|
|
|
100
|
%
|
|
$
|
1.4
|
|
|
$
|
(1.4
|
)
|
|
n/m
|
|
|
Curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
n/m
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
n/m
|
|
|
|||||
Pension settlement charges
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|
100
|
%
|
|
—
|
|
|
—
|
|
|
n/m
|
|
|
|||||
Loss on sale of disposal of assets, net
|
—
|
|
|
1.1
|
|
|
(1.1
|
)
|
|
n/m
|
|
|
0.8
|
|
|
0.3
|
|
|
38
|
%
|
|
|||||
Total other operating costs
|
$
|
22.5
|
|
|
$
|
1.1
|
|
|
$
|
21.4
|
|
|
n/m
|
|
|
$
|
2.5
|
|
|
$
|
(1.4
|
)
|
|
(56
|
)%
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
|
|
$ Change
|
|
% Change
|
|
||||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|
2017 vs. 2016
|
|
2015
|
|
2016 vs. 2015
|
|
2016 vs. 2015
|
|
||||||||||||
Non-operating costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
85.2
|
|
|
$
|
75.7
|
|
|
$
|
9.5
|
|
|
13
|
%
|
|
$
|
103.1
|
|
|
$
|
(27.4
|
)
|
|
(27
|
)%
|
|
Loss on extinguishment of debt, net
|
3.2
|
|
|
19.0
|
|
|
(15.8
|
)
|
|
(83
|
)%
|
|
20.9
|
|
|
(1.9
|
)
|
|
(9
|
)%
|
|
|||||
Gain on Sale of CyrusOne investment
|
(117.7
|
)
|
|
(157.0
|
)
|
|
39.3
|
|
|
(25
|
)%
|
|
(449.2
|
)
|
|
292.2
|
|
|
(65
|
)%
|
|
|||||
Other expense (income), net
|
1.4
|
|
|
(7.6
|
)
|
|
9.0
|
|
|
n/m
|
|
|
2.6
|
|
|
(10.2
|
)
|
|
n/m
|
|
|
|||||
Income tax expense
|
30.9
|
|
|
61.1
|
|
|
(30.2
|
)
|
|
(49
|
)%
|
|
159.8
|
|
|
(98.7
|
)
|
|
(62
|
)%
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
n/m
|
|
|
62.9
|
|
|
(62.6
|
)
|
|
n/m
|
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
|
|
$ Change
|
|
% Change
|
|
||||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|
2017 vs. 2016
|
|
2015
|
|
2016 vs. 2015
|
|
2016 vs. 2015
|
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Data
|
$
|
351.6
|
|
|
$
|
344.8
|
|
|
$
|
6.8
|
|
|
2
|
%
|
|
$
|
322.8
|
|
|
$
|
22.0
|
|
|
7
|
%
|
|
Voice
|
267.3
|
|
|
275.0
|
|
|
(7.7
|
)
|
|
(3
|
)%
|
|
291.9
|
|
|
(16.9
|
)
|
|
(6
|
)%
|
|
|||||
Video
|
149.2
|
|
|
125.7
|
|
|
23.5
|
|
|
19
|
%
|
|
96.6
|
|
|
29.1
|
|
|
30
|
%
|
|
|||||
Services and Other
|
21.8
|
|
|
23.3
|
|
|
(1.5
|
)
|
|
(6
|
)%
|
|
32.4
|
|
|
(9.1
|
)
|
|
(28
|
)%
|
|
|||||
Total revenue
|
789.9
|
|
|
768.8
|
|
|
21.1
|
|
|
3
|
%
|
|
743.7
|
|
|
25.1
|
|
|
3
|
%
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services and products
|
379.3
|
|
|
359.5
|
|
|
19.8
|
|
|
6
|
%
|
|
331.5
|
|
|
28.0
|
|
|
8
|
%
|
|
|||||
Selling, general and administrative
|
138.7
|
|
|
141.6
|
|
|
(2.9
|
)
|
|
(2
|
)%
|
|
150.9
|
|
|
(9.3
|
)
|
|
(6
|
)%
|
|
|||||
Depreciation and amortization
|
174.7
|
|
|
168.6
|
|
|
6.1
|
|
|
4
|
%
|
|
129.2
|
|
|
39.4
|
|
|
30
|
%
|
|
|||||
Restructuring and severance charges
|
27.9
|
|
|
7.7
|
|
|
20.2
|
|
|
n/m
|
|
|
1.6
|
|
|
6.1
|
|
|
n/m
|
|
|
|||||
Other
|
4.0
|
|
|
0.8
|
|
|
3.2
|
|
|
n/m
|
|
|
0.6
|
|
|
0.2
|
|
|
33
|
%
|
|
|||||
Total operating costs and expenses
|
724.6
|
|
|
678.2
|
|
|
46.4
|
|
|
7
|
%
|
|
613.8
|
|
|
64.4
|
|
|
10
|
%
|
|
|||||
Operating income
|
$
|
65.3
|
|
|
$
|
90.6
|
|
|
$
|
(25.3
|
)
|
|
(28
|
)%
|
|
$
|
129.9
|
|
|
$
|
(39.3
|
)
|
|
(30
|
)%
|
|
Operating margin
|
8.3
|
%
|
|
11.8
|
%
|
|
|
|
(3.5)
|
|
|
17.5
|
%
|
|
|
|
(5.7)
|
|
|
|||||||
Capital expenditures
|
$
|
196.4
|
|
|
$
|
272.5
|
|
|
$
|
(76.1
|
)
|
|
(28
|
)%
|
|
$
|
269.5
|
|
|
$
|
3.0
|
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Metrics (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fioptics units passed
|
572.2
|
|
|
533.4
|
|
|
38.8
|
|
|
7
|
%
|
|
432.0
|
|
|
101.4
|
|
|
23
|
%
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Internet subscribers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
DSL
|
82.1
|
|
|
105.6
|
|
|
(23.5
|
)
|
|
(22
|
)%
|
|
133.7
|
|
|
(28.1
|
)
|
|
(21
|
)%
|
|
|||||
Fioptics
|
226.6
|
|
|
197.6
|
|
|
29.0
|
|
|
15
|
%
|
|
153.7
|
|
|
43.9
|
|
|
29
|
%
|
|
|||||
Total internet subscribers
|
308.7
|
|
|
303.2
|
|
|
5.5
|
|
|
2
|
%
|
|
287.4
|
|
|
15.8
|
|
|
5
|
%
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fioptics video subscribers
|
146.5
|
|
|
137.6
|
|
|
8.9
|
|
|
6
|
%
|
|
114.4
|
|
|
23.2
|
|
|
20
|
%
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential voice lines:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Legacy
|
94.9
|
|
|
117.5
|
|
|
(22.6
|
)
|
|
(19
|
)%
|
|
146.4
|
|
|
(28.9
|
)
|
|
(20
|
)%
|
|
|||||
Fioptics
|
88.8
|
|
|
83.8
|
|
|
5.0
|
|
|
6
|
%
|
|
71.4
|
|
|
12.4
|
|
|
17
|
%
|
|
|||||
Total residential voice lines
|
183.7
|
|
|
201.3
|
|
|
(17.6
|
)
|
|
(9
|
)%
|
|
217.8
|
|
|
(16.5
|
)
|
|
(8
|
)%
|
|
|||||
Business voice lines:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Legacy
|
167.1
|
|
|
190.7
|
|
|
(23.6
|
)
|
|
(12
|
)%
|
|
215.4
|
|
|
(24.7
|
)
|
|
(11
|
)%
|
|
|||||
VoIP*
|
166.0
|
|
|
131.7
|
|
|
34.3
|
|
|
26
|
%
|
|
89.5
|
|
|
42.2
|
|
|
47
|
%
|
|
|||||
Total business voice lines
|
333.1
|
|
|
322.4
|
|
|
10.7
|
|
|
3
|
%
|
|
304.9
|
|
|
17.5
|
|
|
6
|
%
|
|
|||||
Total voice lines
|
516.8
|
|
|
523.7
|
|
|
(6.9
|
)
|
|
(1
|
)%
|
|
522.7
|
|
|
1.0
|
|
|
0
|
%
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long distance lines:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential
|
175.8
|
|
|
187.6
|
|
|
(11.8
|
)
|
|
(6
|
)%
|
|
199.4
|
|
|
(11.8
|
)
|
|
(6
|
)%
|
|
|||||
Business
|
117.8
|
|
|
129.7
|
|
|
(11.9
|
)
|
|
(9
|
)%
|
|
140.3
|
|
|
(10.6
|
)
|
|
(8
|
)%
|
|
|||||
Total long distance lines:
|
293.6
|
|
|
317.3
|
|
|
(23.7
|
)
|
|
(7
|
)%
|
|
339.7
|
|
|
(22.4
|
)
|
|
(7
|
)%
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
* VoIP lines include Fioptics voice lines
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
|
|
|
Year ended December 31,
|
||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2015
|
|||||||||
Revenue:
|
|
|
|
|
|
|||||||||
|
Consumer
|
|
|
|
|
|
||||||||
|
|
Strategic
|
|
|
|
|
|
|||||||
|
|
|
Data
|
$
|
125.8
|
|
|
$
|
103.0
|
|
|
$
|
72.7
|
|
|
|
|
Voice
|
24.4
|
|
|
21.7
|
|
|
19.7
|
|
|||
|
|
|
Video
|
146.7
|
|
|
123.6
|
|
|
94.8
|
|
|||
|
|
|
Services and other
|
1.6
|
|
|
3.4
|
|
|
3.7
|
|
|||
|
|
|
|
298.5
|
|
|
251.7
|
|
|
190.9
|
|
|||
|
|
Legacy
|
|
|
|
|
|
|||||||
|
|
|
Data
|
34.9
|
|
|
44.2
|
|
|
49.5
|
|
|||
|
|
|
Voice
|
66.3
|
|
|
73.8
|
|
|
86.1
|
|
|||
|
|
|
Services and other
|
3.3
|
|
|
4.1
|
|
|
6.7
|
|
|||
|
|
|
|
104.5
|
|
|
122.1
|
|
|
142.3
|
|
|||
|
|
Integration
|
|
|
|
|
|
|||||||
|
|
|
Services and other
|
0.7
|
|
|
3.9
|
|
|
7.7
|
|
|||
|
Total consumer revenue
|
$
|
403.7
|
|
|
$
|
377.7
|
|
|
$
|
340.9
|
|
||
|
|
|
|
|
|
|
|
|
||||||
|
Business
|
|
|
|
|
|
||||||||
|
|
Strategic
|
|
|
|
|
|
|||||||
|
|
|
Data
|
$
|
100.5
|
|
|
$
|
96.5
|
|
|
$
|
89.6
|
|
|
|
|
Voice
|
63.3
|
|
|
51.7
|
|
|
42.5
|
|
|||
|
|
|
Video
|
2.5
|
|
|
2.1
|
|
|
1.8
|
|
|||
|
|
|
Services and other
|
2.0
|
|
|
2.5
|
|
|
3.2
|
|
|||
|
|
|
|
168.3
|
|
|
152.8
|
|
|
137.1
|
|
|||
|
|
Legacy
|
|
|
|
|
|
|||||||
|
|
|
Data
|
17.1
|
|
|
20.3
|
|
|
23.2
|
|
|||
|
|
|
Voice
|
97.9
|
|
|
111.5
|
|
|
123.6
|
|
|||
|
|
|
Services and other
|
1.1
|
|
|
1.3
|
|
|
1.3
|
|
|||
|
|
|
|
116.1
|
|
|
133.1
|
|
|
148.1
|
|
|||
|
|
Integration
|
|
|
|
|
|
|||||||
|
|
|
Services and other
|
1.5
|
|
|
1.8
|
|
|
2.6
|
|
|||
|
Total business revenue
|
$
|
285.9
|
|
|
$
|
287.7
|
|
|
$
|
287.8
|
|
||
|
|
|
|
|
|
|
|
|
||||||
|
Carrier
|
|
|
|
|
|
||||||||
|
|
Strategic
|
|
|
|
|
|
|||||||
|
|
|
Data
|
$
|
42.8
|
|
|
$
|
45.0
|
|
|
$
|
37.7
|
|
|
|
|
Services and Other
|
5.4
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
48.2
|
|
|
45.0
|
|
|
37.7
|
|
|||
|
|
Legacy
|
|
|
|
|
|
|||||||
|
|
|
Data
|
30.5
|
|
|
35.8
|
|
|
50.1
|
|
|||
|
|
|
Voice
|
15.4
|
|
|
16.3
|
|
|
20.0
|
|
|||
|
|
|
Services and other
|
6.2
|
|
|
6.3
|
|
|
7.2
|
|
|||
|
|
|
|
52.1
|
|
|
58.4
|
|
|
77.3
|
|
|||
|
Total carrier revenue
|
$
|
100.3
|
|
|
$
|
103.4
|
|
|
$
|
115.0
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Total Entertainment and Communications revenue
|
$
|
789.9
|
|
|
$
|
768.8
|
|
|
$
|
743.7
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
(dollars in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Fioptics capital expenditures
|
|
|
|
|
|
|
||||||
Construction
|
|
$
|
53.8
|
|
|
$
|
89.8
|
|
|
$
|
86.5
|
|
Installation
|
|
55.1
|
|
|
68.7
|
|
|
50.2
|
|
|||
Other
|
|
15.7
|
|
|
21.8
|
|
|
42.8
|
|
|||
Total Fioptics
|
|
124.6
|
|
|
180.3
|
|
|
179.5
|
|
|||
|
|
|
|
|
|
|
||||||
Other strategic
|
|
34.2
|
|
|
50.3
|
|
|
44.4
|
|
|||
Other
|
|
37.6
|
|
|
41.9
|
|
|
45.6
|
|
|||
Total capital expenditures
|
|
$
|
196.4
|
|
|
$
|
272.5
|
|
|
$
|
269.5
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
|
|
|
|
$ Change
|
|
% Change
|
|
|
|
$ Change
|
|
% Change
|
|
||||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|
2017 vs. 2016
|
|
2015
|
|
2016 vs. 2015
|
|
2016 vs. 2015
|
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Professional Services
|
$
|
114.6
|
|
|
$
|
106.7
|
|
|
$
|
7.9
|
|
|
7
|
%
|
|
$
|
105.5
|
|
|
$
|
1.2
|
|
|
1
|
%
|
|
Management and Monitoring
|
21.1
|
|
|
32.0
|
|
|
(10.9
|
)
|
|
(34
|
)%
|
|
31.0
|
|
|
1.0
|
|
|
3
|
%
|
|
|||||
Unified Communications
|
42.3
|
|
|
39.8
|
|
|
2.5
|
|
|
6
|
%
|
|
37.8
|
|
|
2.0
|
|
|
5
|
%
|
|
|||||
Cloud Services
|
53.5
|
|
|
46.5
|
|
|
7.0
|
|
|
15
|
%
|
|
30.9
|
|
|
15.6
|
|
|
50
|
%
|
|
|||||
Telecom and IT hardware
|
280.3
|
|
|
205.7
|
|
|
74.6
|
|
|
36
|
%
|
|
230.2
|
|
|
(24.5
|
)
|
|
(11
|
)%
|
|
|||||
Total revenue
|
511.8
|
|
|
430.7
|
|
|
81.1
|
|
|
19
|
%
|
|
435.4
|
|
|
(4.7
|
)
|
|
(1
|
)%
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services and products
|
394.6
|
|
|
332.4
|
|
|
62.2
|
|
|
19
|
%
|
|
345.2
|
|
|
(12.8
|
)
|
|
(4
|
)%
|
|
|||||
Selling, general and administrative
|
83.7
|
|
|
58.0
|
|
|
25.7
|
|
|
44
|
%
|
|
54.0
|
|
|
4.0
|
|
|
7
|
%
|
|
|||||
Depreciation and amortization
|
18.1
|
|
|
13.5
|
|
|
4.6
|
|
|
34
|
%
|
|
12.3
|
|
|
1.2
|
|
|
10
|
%
|
|
|||||
Restructuring and severance related charges
|
4.8
|
|
|
3.3
|
|
|
1.5
|
|
|
45
|
%
|
|
2.8
|
|
|
0.5
|
|
|
18
|
%
|
|
|||||
Other
|
—
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
n/m
|
|
|
0.5
|
|
|
(0.2
|
)
|
|
(40
|
)%
|
|
|||||
Total operating costs and expenses
|
501.2
|
|
|
407.5
|
|
|
93.7
|
|
|
23
|
%
|
|
414.8
|
|
|
(7.3
|
)
|
|
(2
|
)%
|
|
|||||
Operating income
|
$
|
10.6
|
|
|
$
|
23.2
|
|
|
$
|
(12.6
|
)
|
|
(54
|
)%
|
|
$
|
20.6
|
|
|
$
|
2.6
|
|
|
13
|
%
|
|
Operating margin
|
2.1
|
%
|
|
5.4
|
%
|
|
|
|
(3.3
|
)
|
pts
|
4.7
|
%
|
|
|
|
0.7
|
|
pts
|
|||||||
Capital expenditures
|
$
|
14.1
|
|
|
$
|
13.7
|
|
|
$
|
0.4
|
|
|
3
|
%
|
|
$
|
14.0
|
|
|
$
|
(0.3
|
)
|
|
(2
|
)%
|
|
|
|
Year Ended December 31,
|
||||||||||
(dollars in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Strategic business revenue
|
|
|
|
|
|
|
||||||
Professional services
|
|
$
|
95.5
|
|
|
$
|
89.2
|
|
|
$
|
90.4
|
|
Management and monitoring
|
|
21.1
|
|
|
32.0
|
|
|
31.0
|
|
|||
Unified communications
|
|
29.1
|
|
|
29.4
|
|
|
27.1
|
|
|||
Cloud services
|
|
53.5
|
|
|
46.5
|
|
|
30.9
|
|
|||
Total strategic business revenue
|
|
199.2
|
|
|
197.1
|
|
|
179.4
|
|
|||
|
|
|
|
|
|
|
||||||
Integration business revenue
|
|
|
|
|
|
|
||||||
Professional services
|
|
19.1
|
|
|
17.5
|
|
|
15.1
|
|
|||
Unified communications
|
|
13.2
|
|
|
10.4
|
|
|
10.7
|
|
|||
Telecom and IT hardware
|
|
280.3
|
|
|
205.7
|
|
|
230.2
|
|
|||
Total integration business revenue
|
|
312.6
|
|
|
233.6
|
|
|
256.0
|
|
|||
Total IT Services and Hardware revenue
|
|
$
|
511.8
|
|
|
$
|
430.7
|
|
|
$
|
435.4
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
|
Payments due by Period
|
||||||||||||||||||
(dollars in millions)
|
|
Total
|
|
< 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
Thereafter
|
||||||||||
Long-term debt, excluding capital leases (1)
|
|
$
|
1,685.2
|
|
|
$
|
6.0
|
|
|
$
|
12.0
|
|
|
$
|
12.0
|
|
|
$
|
1,655.2
|
|
Capital leases (2)
|
|
82.9
|
|
|
12.4
|
|
|
21.4
|
|
|
11.4
|
|
|
37.7
|
|
|||||
Interest payments on long-term debt and capital leases (3)
|
|
841.0
|
|
|
115.2
|
|
|
227.3
|
|
|
225.5
|
|
|
273.0
|
|
|||||
Non-cancellable operating lease obligations
|
|
41.4
|
|
|
7.0
|
|
|
10.7
|
|
|
5.4
|
|
|
18.3
|
|
|||||
Purchase obligations (4)
|
|
205.4
|
|
|
205.0
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|||||
Pension and postretirement benefits obligations (5)
|
|
38.5
|
|
|
17.3
|
|
|
9.0
|
|
|
3.8
|
|
|
8.4
|
|
|||||
Unrecognized tax benefits (6)
|
|
22.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.2
|
|
|||||
Other liabilities (7)
|
|
34.5
|
|
|
19.7
|
|
|
4.5
|
|
|
0.9
|
|
|
9.4
|
|
|||||
Total
|
|
$
|
2,951.1
|
|
|
$
|
382.6
|
|
|
$
|
285.3
|
|
|
$
|
259.0
|
|
|
$
|
2,024.2
|
|
(1)
|
Excludes net unamortized discounts and premiums. In the event that the HCOM Acquisition has not occurred on or prior to January 9, 2019, the Issuer will be required to redeem all of the 8% Senior Notes at a redemption price equal to 100% of the initial issue price, plus accrued and unpaid interest to, but excluding, the redemption date. See Note 7 of the Notes to Consolidated Financial Statements.
|
|
|
(2)
|
Includes capital lease obligations primarily related to vehicles and network equipment used in the deployment of our fiber network and wireless towers assumed from our discontinued operations.
|
|
|
(3)
|
Assumes no early payment of debt in future periods. The interest rate applied on variable rate borrowings is the rate in effect as of December 31, 2017.
|
|
|
(4)
|
Includes amounts under open purchase orders and open blanket purchase orders for purchases of network, IT and telephony equipment, and other goods; contractual obligations for services such as software maintenance and outsourced services; and other purchase commitments.
|
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
(5)
|
Includes payments for postretirement benefits, qualified pension plans, non-qualified pension plan and other employee retirement agreements. Amounts for 2018 include approximately $10.5 million expected to be contributed for postretirement benefits. Although the Company expects to continue operating the plans past 2018, its contractual obligation related to postretirement obligations only extends through 2018. Amounts for 2018 through 2023 include approximately $10 million of estimated cash contributions to its qualified pension plans. Expected qualified pension plan contributions are based on current plan design, legislation and current actuarial assumptions. Any changes in plan design, legislation or actuarial assumptions may also affect the expected contribution amount.
|
|
|
(6)
|
Includes the portion of liabilities related to unrecognized tax benefits. If the timing of payments cannot be reasonably estimated for unrecognized tax benefits, these liabilities are included in the "Thereafter" column of the table above.
|
|
|
(7)
|
Includes contractual obligations primarily related to restructuring and employee severance reserves, asset removal obligations, long-term disability obligations, workers compensation liabilities, long-term incentive plan obligations and a deferred vendor rebate.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
•
|
|
revenue recognition;
|
|
|
|
•
|
|
business combinations;
|
|
|
|
•
|
|
reviewing the carrying values of goodwill;
|
|
|
|
•
|
|
reviewing the carrying values of long-lived assets;
|
|
|
|
•
|
|
accounting for income taxes; and
|
|
|
|
•
|
|
accounting for pension and postretirement expenses.
|
|
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
|
|
|
Pension Benefits
|
|
Postretirement and Other Benefits
|
||||
|
|
|
|
(Decrease)/
|
|
(Decrease)/
|
|
(Decrease)/
|
|
(Decrease)/
|
|
|
% Point
|
|
Increase in
|
|
Increase in
|
|
Increase in
|
|
Increase in
|
(dollars in millions)
|
|
Change
|
|
Obligation
|
|
Expense
|
|
Obligation
|
|
Expense
|
Discount rate
|
|
+/- 0.5%
|
|
($28.1)/$28.1
|
|
($1.5)/$1.5
|
|
($4.3)/$4.7
|
|
($0.1)/$0.1
|
Expected return on assets
|
|
+/- 0.5%
|
|
n/a
|
|
$1.8/($1.8)
|
|
n/a
|
|
$0/($0)
|
Healthcare cost trend rate
|
|
+/- 1.0%
|
|
n/a
|
|
n/a
|
|
$3.2/($2.9)
|
|
$0.2/($0.1)
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
•
|
the Company operates in highly competitive industries, and customers may not continue to purchase products or services, which would result in reduced revenue and loss of market share;
|
|
|
•
|
the Company may be unable to grow our revenues and cash flows despite the initiatives we have implemented;
|
•
|
failure to anticipate the need for and introduce new products and services or to compete with new technologies may compromise the Company’s success in the telecommunications industry;
|
|
|
•
|
the Company’s access lines, which generate a significant portion of its cash flows and profits, are decreasing in number. If the Company continues to experience access line losses similar to the past several years, its revenues, earnings and cash flows from operations may be adversely impacted;
|
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
•
|
negotiations with the providers of content for our video programming may not be successful, potentially resulting in our inability to carry certain programming channels, which could result in the loss of subscribers. In addition, due to the influence of some content providers, we may be forced to pay higher rates for some content, resulting in increased costs;
|
|
|
•
|
the Company's failure to meet performance standards under its agreements could result in customers terminating their relationships with the Company or customers being entitled to receive financial compensation, which would lead to reduced revenues and/or increased costs;
|
|
|
•
|
the Company generates a substantial portion of its revenue by serving a limited geographic area;
|
|
|
•
|
a large customer accounts for a significant portion of the Company’s revenues and accounts receivable. The loss or significant reduction in business from this customer would cause operating revenues to decline and could negatively impact profitability and cash flows;
|
|
|
•
|
maintaining the Company's telecommunications networks requires significant capital expenditures, and the Company's inability or failure to maintain its telecommunications networks could have a material impact on its market share and ability to generate revenue;
|
|
|
•
|
increases in broadband usage may cause network capacity limitations, resulting in service disruptions or reduced capacity for customers;
|
|
|
•
|
we may be liable for the material that content providers distribute over our networks;
|
|
|
•
|
cyber attacks, including on our vendors, or other breaches of network or other information technology security could have an adverse effect on our business;
|
|
|
•
|
natural disasters, terrorist acts or acts of war could cause damage to our infrastructure and result in significant disruptions to our operations;
|
|
|
•
|
the regulation of the Company’s businesses by federal and state authorities may, among other things, place the Company at a competitive disadvantage, restrict its ability to price its products and services, and threaten its operating licenses;
|
|
|
•
|
the Company depends on a number of third-party providers, and the loss of, or problems with, one or more of these providers may impede the Company's growth or cause it to lose customers;
|
|
|
•
|
a failure of back-office information technology systems could adversely affect the Company’s results of operations and financial condition;
|
|
|
•
|
if the Company fails to extend or renegotiate its collective bargaining agreements with its labor union when they expire, or if its unionized employees were to engage in a strike or other work stoppage, the Company’s business and operating results could be materially harmed;
|
|
|
•
|
the loss of any of the senior management team or attrition among key sales associates could adversely affect the Company’s business, financial condition, results of operations and cash flows;
|
|
|
•
|
the Company’s debt could limit its ability to fund operations, raise additional capital, and fulfill its obligations, which, in turn, would have a material adverse effect on its businesses and prospects generally;
|
|
|
•
|
the Credit Agreement, the indenture governing the Company's notes due 2024, the indenture governing the Company's notes due 2025 and other indebtedness impose significant restrictions on the Company;
|
|
|
•
|
the Company depends on its Credit Agreement and Receivables Facility to provide for its short-term financing requirements in excess of amounts generated by operations, and the availability of those funds may be reduced or limited;
|
|
|
•
|
the servicing of the Company’s indebtedness is dependent on its ability to generate cash, which could be impacted by many factors beyond its control;
|
|
|
|
|
•
|
the Company depends on the receipt of dividends or other intercompany transfers from its subsidiaries and investments;
|
|
|
•
|
the merger (the “merger”) of Hawaiian Telcom Holdco, Inc. (“Hawaiian Telcom”) into a wholly owned subsidiary of the Company is subject to the receipt of clearances or approvals from various regulatory authorities, which may impose conditions that could have an adverse effect on the Company following the closing of the merger (the “combined company”) or, if not obtained, could prevent completion of the merger;
|
|
|
•
|
the merger is subject to conditions, including certain conditions that may not be satisfied or completed on a timely basis, if at all, and any delay in completing the merger may reduce or eliminate the benefits expected;
|
|
|
•
|
the pendency of the merger could materially adversely affect the future business and operations of the Company and/or result in a loss of employees for the Company;
|
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
•
|
the Company’s shareholders will be diluted by the merger;
|
|
|
•
|
if completed, the merger may not achieve its intended results, and the Company and Hawaiian Telcom may be unable to successfully integrate their operations;
|
|
|
•
|
the combined company is expected to incur expenses related to the integration of the Company and Hawaiian Telcom;
|
|
|
•
|
the future results of the combined company will suffer if the combined company does not effectively manage its expanded operations following the merger;
|
|
|
•
|
uncertainties associated with the merger may cause a loss of management personnel and other key employees, which could adversely affect the future business and operations of the combined company;
|
|
|
•
|
the combined company will have substantial indebtedness following the merger and the credit ratings of the combined company or its subsidiaries may be different from what the companies currently expect;
|
|
|
•
|
the merger may involve unexpected costs, unexpected liabilities or unexpected delays;
|
|
|
•
|
the acquisition of OnX may not achieve its intended results, and the Company may be unable to successfully integrate OnX's operations;
|
|
|
•
|
the trading price of the Company's common stock may be volatile, and the value of an investment in the Company's common stock may decline;
|
|
|
•
|
the uncertain economic environment, including uncertainty in the U.S. and world securities markets, could impact the Company's business and financial condition;
|
|
|
•
|
the Company’s future cash flows could be adversely affected if it is unable to fully realize its deferred tax assets;
|
|
|
•
|
changes in tax laws and regulations, and actions by federal, state and local taxing authorities related to the interpretation and application of such tax laws and regulations, could have a negative impact on the Company's financial results and cash flows;
|
|
|
•
|
the Company's interpretation of the Tax Cuts and Jobs Act of 2017 could change, and have an adverse impact on financial results;
|
|
|
•
|
adverse changes in the value of assets or obligations associated with the Company’s employee benefit plans could negatively impact shareowners’ deficit and liquidity;
|
|
|
•
|
third parties may claim that the Company is infringing upon their intellectual property, and the Company could suffer significant litigation or licensing expenses or be prevented from selling products;
|
|
|
•
|
third parties may infringe upon the Company’s intellectual property, and the Company may expend significant resources enforcing its rights or suffer competitive injury;
|
|
|
•
|
we could be subject to a significant amount of litigation, which could require us to pay significant damages or settlements; and
|
|
|
•
|
the Company could incur significant costs resulting from complying with, or potential violations of, environmental, health and human safety laws.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
(dollars in millions)
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Fixed-rate debt:
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,085.2
|
|
|
$
|
1,085.2
|
|
|
$
|
1,081.5
|
|
Weighted average interest rate on fixed-rate debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.3
|
%
|
|
7.3
|
%
|
|
|
|||||||||
Variable-rate debt:
|
|
$
|
6.0
|
|
|
$
|
6.0
|
|
|
$
|
6.0
|
|
|
$
|
6.0
|
|
|
$
|
6.0
|
|
|
$
|
570.0
|
|
|
$
|
600.0
|
|
|
$
|
606.0
|
|
Average interest rate on variable-rate debt
|
|
5.1
|
%
|
|
5.1
|
%
|
|
5.1
|
%
|
|
5.1
|
%
|
|
5.1
|
%
|
|
5.1
|
%
|
|
5.1
|
%
|
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Item 8. Financial Statements and Supplementary Data
|
|
|
|
|
|
Index to Consolidated Financial Statements
|
Page
|
|
|
|
|
Consolidated Financial Statements:
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Financial Statement Schedule:
|
|
|
|
|
|
|
For each of the three years in the period ended December 31, 2017:
|
|
|
|
|
|
||
|
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
/s/ Leigh R. Fox
|
|
Leigh R. Fox
|
|
Chief Executive Officer
|
|
|
|
/s/ Andrew R. Kaiser
|
|
Andrew R. Kaiser
|
|
Chief Financial Officer
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
17.8
|
|
|
$
|
9.7
|
|
Restricted cash
|
378.7
|
|
|
—
|
|
||
Receivables, less allowances of $10.4 and $9.9
|
239.8
|
|
|
178.6
|
|
||
Inventory, materials and supplies
|
44.3
|
|
|
22.7
|
|
||
Prepaid expenses
|
22.2
|
|
|
15.0
|
|
||
Other current assets
|
7.6
|
|
|
3.9
|
|
||
Total current assets
|
710.4
|
|
|
229.9
|
|
||
Property, plant and equipment, net
|
1,129.0
|
|
|
1,085.5
|
|
||
Investment in CyrusOne
|
—
|
|
|
128.0
|
|
||
Goodwill
|
151.0
|
|
|
14.3
|
|
||
Intangible assets, net
|
132.3
|
|
|
—
|
|
||
Deferred income tax assets
|
19.3
|
|
|
64.5
|
|
||
Other noncurrent assets
|
20.4
|
|
|
18.8
|
|
||
Total assets
|
$
|
2,162.4
|
|
|
$
|
1,541.0
|
|
Liabilities and Shareowners’ Deficit
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current portion of long-term debt
|
$
|
18.4
|
|
|
$
|
7.5
|
|
Accounts payable
|
185.6
|
|
|
105.9
|
|
||
Unearned revenue and customer deposits
|
36.3
|
|
|
36.3
|
|
||
Accrued taxes
|
21.2
|
|
|
12.9
|
|
||
Accrued interest
|
29.9
|
|
|
12.7
|
|
||
Accrued payroll and benefits
|
28.7
|
|
|
25.7
|
|
||
Other current liabilities
|
37.2
|
|
|
31.9
|
|
||
Total current liabilities
|
357.3
|
|
|
232.9
|
|
||
Long-term debt, less current portion
|
1,729.3
|
|
|
1,199.1
|
|
||
Pension and postretirement benefit obligations
|
177.5
|
|
|
197.7
|
|
||
Deferred income tax liabilities
|
11.2
|
|
|
—
|
|
||
Other noncurrent liabilities
|
30.2
|
|
|
33.0
|
|
||
Total liabilities
|
2,305.5
|
|
|
1,662.7
|
|
||
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 December 31, 2017 and 2016; liquidation preference $1,000 per share ($50 per depositary share)
|
129.4
|
|
|
129.4
|
|
||
Common shares, $.01 par value; 96,000,000 shares authorized; 42,197,965 and 42,056,237 shares issued and outstanding at December 31, 2017 and 2016, respectively
|
0.4
|
|
|
0.4
|
|
||
Additional paid-in capital
|
2,565.6
|
|
|
2,570.9
|
|
||
Accumulated deficit
|
(2,664.8
|
)
|
|
(2,732.1
|
)
|
||
Accumulated other comprehensive loss
|
(173.7
|
)
|
|
(90.3
|
)
|
||
Total shareowners’ deficit
|
(143.1
|
)
|
|
(121.7
|
)
|
||
Total liabilities and shareowners’ deficit
|
$
|
2,162.4
|
|
|
$
|
1,541.0
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue
|
|
|
|
|
|
||||||
Services
|
$
|
1,006.1
|
|
|
$
|
978.7
|
|
|
$
|
933.0
|
|
Products
|
282.4
|
|
|
207.1
|
|
|
234.8
|
|
|||
Total revenue
|
1,288.5
|
|
|
1,185.8
|
|
|
1,167.8
|
|
|||
Costs and expenses
|
|
|
|
|
|
||||||
Cost of services, excluding items below
|
532.1
|
|
|
506.4
|
|
|
472.5
|
|
|||
Cost of products sold, excluding items below
|
229.2
|
|
|
172.5
|
|
|
198.1
|
|
|||
Selling, general and administrative
|
240.9
|
|
|
218.7
|
|
|
219.1
|
|
|||
Depreciation and amortization
|
193.0
|
|
|
182.2
|
|
|
141.6
|
|
|||
Restructuring and severance related charges
|
32.7
|
|
|
11.9
|
|
|
6.0
|
|
|||
Transaction and integration costs
|
18.5
|
|
|
—
|
|
|
1.4
|
|
|||
Other
|
4.0
|
|
|
1.1
|
|
|
1.1
|
|
|||
Total operating costs and expenses
|
1,250.4
|
|
|
1,092.8
|
|
|
1,039.8
|
|
|||
Operating income
|
38.1
|
|
|
93.0
|
|
|
128.0
|
|
|||
Interest expense
|
85.2
|
|
|
75.7
|
|
|
103.1
|
|
|||
Loss on extinguishment of debt, net
|
3.2
|
|
|
19.0
|
|
|
20.9
|
|
|||
Gain on sale of CyrusOne investment
|
(117.7
|
)
|
|
(157.0
|
)
|
|
(449.2
|
)
|
|||
Other expense (income), net
|
1.4
|
|
|
(7.6
|
)
|
|
2.6
|
|
|||
Income from continuing operations before income taxes
|
66.0
|
|
|
162.9
|
|
|
450.6
|
|
|||
Income tax expense
|
30.9
|
|
|
61.1
|
|
|
159.8
|
|
|||
Income from continuing operations
|
35.1
|
|
|
101.8
|
|
|
290.8
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
0.3
|
|
|
62.9
|
|
|||
Net income
|
35.1
|
|
|
102.1
|
|
|
353.7
|
|
|||
Preferred stock dividends
|
10.4
|
|
|
10.4
|
|
|
10.4
|
|
|||
Net income applicable to common shareowners
|
$
|
24.7
|
|
|
$
|
91.7
|
|
|
$
|
343.3
|
|
Basic net earnings per common share
|
|
|
|
|
|
||||||
Basic earnings per common share from continuing operations
|
$
|
0.59
|
|
|
$
|
2.17
|
|
|
$
|
6.69
|
|
Basic earnings per common share from discontinued operations
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
1.50
|
|
Basic net earnings per common share
|
$
|
0.59
|
|
|
$
|
2.18
|
|
|
$
|
8.19
|
|
Diluted net earnings per common share
|
|
|
|
|
|
||||||
Diluted earnings per common share from continuing operations
|
$
|
0.58
|
|
|
$
|
2.17
|
|
|
$
|
6.68
|
|
Diluted earnings per common share from discontinued operations
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
1.49
|
|
Diluted net earnings per common share
|
$
|
0.58
|
|
|
$
|
2.18
|
|
|
$
|
8.17
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding (millions)
|
|
|
|
|
|
||||||
Basic
|
42.2
|
|
|
42.0
|
|
|
41.9
|
|
|||
Diluted
|
42.4
|
|
|
42.1
|
|
|
42.0
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
35.1
|
|
|
$
|
102.1
|
|
|
$
|
353.7
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Unrealized gains on Investment in CyrusOne, net of tax of $4.4, $36.9
|
8.3
|
|
|
68.1
|
|
|
—
|
|
|||
Reclassification adjustment for gain on sale of Investment in CyrusOne included in net income, net of tax of ($41.3)
|
(76.4
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation gain (loss)
|
0.2
|
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|||
Defined benefit plans:
|
|
|
|
|
|
||||||
Net gain (loss) arising from remeasurement during the period, net of tax of $0.8, $3.6, ($3.4)
|
2.8
|
|
|
6.6
|
|
|
(6.6
|
)
|
|||
Amortization of prior service benefits included in net income, net of tax of ($1.6), ($5.2), ($5.5)
|
(2.9
|
)
|
|
(9.4
|
)
|
|
(9.8
|
)
|
|||
Amortization of net actuarial loss included in net income, net of tax of $7.9, $8.5, $10.8
|
14.3
|
|
|
15.5
|
|
|
19.5
|
|
|||
Reclassification adjustment for pension settlement charges included in net income, net of tax of $1.5
|
2.5
|
|
|
—
|
|
|
—
|
|
|||
Reclassification adjustment for curtailment loss included in net income, net of tax of $0.1
|
—
|
|
|
—
|
|
|
0.2
|
|
|||
Total other comprehensive (loss) income, net of tax
|
(51.2
|
)
|
|
80.7
|
|
|
2.9
|
|
|||
Total comprehensive (loss) income
|
$
|
(16.1
|
)
|
|
$
|
182.8
|
|
|
$
|
356.6
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
|
|
|
|
6
3
/
4
% Cumulative
Convertible
Preferred Shares
|
|
Common Shares
|
|
Additional
Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Treasury Shares
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
Total
|
||||||||||||||||||||
Balance at December 31, 2014
|
3.1
|
|
|
$
|
129.4
|
|
|
41.9
|
|
|
$
|
0.4
|
|
|
$
|
2,584.6
|
|
|
$
|
(3,187.9
|
)
|
|
$
|
(173.9
|
)
|
|
(0.1
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(648.5
|
)
|
||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
353.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
353.7
|
|
||||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
||||||||||
Shares issued under employee plans
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||||||
Shares purchased under employee plans and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
(0.1
|
)
|
||||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
||||||||||
Dividends on preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.4
|
)
|
||||||||||
Balance at December 31, 2015
|
3.1
|
|
|
129.4
|
|
|
42.0
|
|
|
0.4
|
|
|
2,577.7
|
|
|
(2,834.2
|
)
|
|
(171.0
|
)
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
(298.2
|
)
|
|||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102.1
|
|
||||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80.7
|
|
|
—
|
|
|
—
|
|
|
80.7
|
|
||||||||||
Shares issued under employee plans
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.6
|
|
||||||||||
Shares purchased under employee plans and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.5
|
|
|
0.2
|
|
||||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
||||||||||
Repurchase and retirement of shares
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(4.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
||||||||||
Dividends on preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.4
|
)
|
||||||||||
Balance at December 31, 2016
|
3.1
|
|
|
129.4
|
|
|
42.1
|
|
|
0.4
|
|
|
2,570.9
|
|
|
(2,732.1
|
)
|
|
(90.3
|
)
|
|
—
|
|
|
—
|
|
|
(121.7
|
)
|
|||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35.1
|
|
||||||||||
Reclassification adjustment to accumulated deficit for stranded other comprehensive income taxes arising from tax reform (a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.2
|
|
|
(32.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Other comprehensive loss, excluding reclassification adjustment to accumulated deficit for stranded other comprehensive income taxes arising from tax reform
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51.2
|
)
|
|
—
|
|
|
—
|
|
|
(51.2
|
)
|
||||||||||
Shares issued under employee plans
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||||||
Shares purchased under employee plans and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
||||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
||||||||||
Dividends on preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.4
|
)
|
||||||||||
Balance at December 31, 2017
|
3.1
|
|
|
$
|
129.4
|
|
|
42.2
|
|
|
$
|
0.4
|
|
|
$
|
2,565.6
|
|
|
$
|
(2,664.8
|
)
|
|
$
|
(173.7
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(143.1
|
)
|
||||
(a) Per ASU 2018-02, entities can elect to make a one-time reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from newly enacted corporate tax rates under the Tax Cuts and Jobs Act. The Company recorded a provisional amount in 2017.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
35.1
|
|
|
$
|
102.1
|
|
|
$
|
353.7
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
193.0
|
|
|
182.2
|
|
|
170.2
|
|
|||
Loss on extinguishment of debt
|
3.2
|
|
|
19.0
|
|
|
20.9
|
|
|||
Gain on sale of CyrusOne investment
|
(117.7
|
)
|
|
(157.0
|
)
|
|
(449.2
|
)
|
|||
Provision for loss on receivables
|
6.9
|
|
|
9.4
|
|
|
8.5
|
|
|||
Noncash portion of interest expense
|
2.8
|
|
|
3.3
|
|
|
4.6
|
|
|||
Deferred income taxes
|
30.5
|
|
|
59.4
|
|
|
184.5
|
|
|||
Pension and other postretirement payments less than (in excess of) expense
|
6.4
|
|
|
(8.3
|
)
|
|
(11.5
|
)
|
|||
Deferred gain on sale of wireless spectrum licenses - discontinued operations
|
—
|
|
|
—
|
|
|
(112.6
|
)
|
|||
Amortization of deferred gain - discontinued operations
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|||
Stock-based compensation
|
5.9
|
|
|
5.1
|
|
|
4.1
|
|
|||
Gain on transfer of lease obligations - discontinued operations
|
—
|
|
|
—
|
|
|
(15.9
|
)
|
|||
Other, net
|
2.5
|
|
|
(3.8
|
)
|
|
3.2
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Decrease (increase) in receivables
|
21.3
|
|
|
(18.3
|
)
|
|
(1.9
|
)
|
|||
(Increase) decrease in inventory, materials, supplies, prepaid expenses and other current assets
|
(16.6
|
)
|
|
(6.2
|
)
|
|
3.6
|
|
|||
Increase (decrease) in accounts payable
|
22.4
|
|
|
(13.1
|
)
|
|
(17.0
|
)
|
|||
Increase (decrease) in accrued and other current liabilities
|
16.2
|
|
|
(3.0
|
)
|
|
(30.6
|
)
|
|||
Decrease (increase) in other noncurrent assets
|
2.1
|
|
|
(1.3
|
)
|
|
1.5
|
|
|||
(Decrease) increase in other noncurrent liabilities
|
(10.6
|
)
|
|
3.6
|
|
|
1.4
|
|
|||
Net cash provided by operating activities
|
203.4
|
|
|
173.1
|
|
|
111.0
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(210.5
|
)
|
|
(286.4
|
)
|
|
(283.6
|
)
|
|||
Proceeds from sale of Investment in CyrusOne
|
140.7
|
|
|
189.7
|
|
|
643.9
|
|
|||
Acquisitions of businesses, net of cash acquired
|
(167.0
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends received from Investment in CyrusOne (equity method investment)
|
—
|
|
|
2.1
|
|
|
22.2
|
|
|||
Other, net
|
—
|
|
|
(0.9
|
)
|
|
0.7
|
|
|||
Net cash (used in) provided by investing activities
|
(236.8
|
)
|
|
(95.5
|
)
|
|
383.2
|
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
943.0
|
|
|
635.0
|
|
|
—
|
|
|||
Net (decrease) increase in corporate credit and receivables facilities with initial maturities less than 90 days
|
(89.5
|
)
|
|
71.9
|
|
|
(1.6
|
)
|
|||
Repayment of debt
|
(403.0
|
)
|
|
(759.3
|
)
|
|
(531.7
|
)
|
|||
Debt issuance costs
|
(19.1
|
)
|
|
(11.1
|
)
|
|
(0.4
|
)
|
|||
Dividends paid on preferred stock
|
(10.4
|
)
|
|
(10.4
|
)
|
|
(10.4
|
)
|
|||
Common stock repurchase
|
—
|
|
|
(4.8
|
)
|
|
—
|
|
|||
Other, net
|
(0.8
|
)
|
|
3.4
|
|
|
(0.6
|
)
|
|||
Net cash provided by (used in) financing activities
|
420.2
|
|
|
(75.3
|
)
|
|
(544.7
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
386.8
|
|
|
2.3
|
|
|
(50.5
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of year
|
9.7
|
|
|
7.4
|
|
|
57.9
|
|
|||
Cash, cash equivalents and restricted cash at end of year
|
$
|
396.5
|
|
|
$
|
9.7
|
|
|
$
|
7.4
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
1.
|
Description of Business and Accounting Policies
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
(dollars in millions)
|
Fair Value
|
|
Useful Lives
|
||
Customer relationships
|
$
|
108.0
|
|
|
15 years
|
Trade name
|
16.0
|
|
|
10 years
|
|
Technology
|
10.0
|
|
|
10 years
|
|
Total identifiable intangible assets
|
$
|
134.0
|
|
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
Year Ended December 31,
|
||||||
(dollars in millions, except per share amounts)
|
2017
|
|
2016
|
||||
Revenue
|
$
|
1,718.6
|
|
|
$
|
1,767.5
|
|
Net income applicable to common shareholders
|
23.6
|
|
|
91.7
|
|
||
Earnings per share:
|
|
|
|
||||
Basic earnings per common share
|
0.56
|
|
|
2.18
|
|
||
Diluted earnings per common share
|
0.56
|
|
|
2.18
|
|
|
Year Ended December 31, 2017
|
||||||||||
(in millions, except per share amounts)
|
Continuing Operations
|
|
Discontinued Operations
|
|
Total
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
35.1
|
|
|
$
|
—
|
|
|
$
|
35.1
|
|
Preferred stock dividends
|
10.4
|
|
|
—
|
|
|
10.4
|
|
|||
Net income applicable to common shareowners - basic and diluted
|
$
|
24.7
|
|
|
$
|
—
|
|
|
$
|
24.7
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding - basic
|
42.2
|
|
|
—
|
|
|
42.2
|
|
|||
Stock-based compensation arrangements
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||
Weighted-average common shares outstanding - diluted
|
42.4
|
|
|
—
|
|
|
42.4
|
|
|||
Basic earnings per common share
|
$
|
0.59
|
|
|
$
|
—
|
|
|
$
|
0.59
|
|
Diluted earnings per common share
|
$
|
0.58
|
|
|
$
|
—
|
|
|
$
|
0.58
|
|
Form 10-K Part I
|
|
Cincinnati Bell Inc.
|
|
Year Ended December 31, 2016
|
||||||||||
(in millions, except per share amounts)
|
Continuing Operations
|
|
Discontinued Operations
|
|
Total
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
101.8
|
|
|
$
|
0.3
|
|
|
$
|
102.1
|
|
Preferred stock dividends
|
10.4
|
|
|
—
|
|
|
10.4
|
|
|||
Net income applicable to common shareowners - basic and diluted
|
$
|
91.4
|
|
|
$
|
0.3
|
|
|
$
|
91.7
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding - basic
|
42.0
|
|
|
42.0
|
|
|
42.0
|
|
|||
Stock-based compensation arrangements
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|||
Weighted-average common shares outstanding - diluted
|
42.1
|
|
|
42.1
|
|
|
42.1
|
|
|||
Basic and diluted earnings per common share
|
$
|
2.17
|
|
|
$
|
0.01
|
|
|
$
|
2.18
|
|
|
Year Ended December 31, 2015
|
||||||||||
(in millions, except per share amounts)
|
Continuing Operations
|
|
Discontinued Operations
|
|
Total
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
290.8
|
|
|
$
|
62.9
|
|
|
$
|
353.7
|
|
Preferred stock dividends
|
10.4
|
|
|
—
|
|
|
10.4
|
|
|||
Net income applicable to common shareowners - basic and diluted
|
$
|
280.4
|
|
|
$
|
62.9
|
|
|
$
|
343.3
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding - basic
|
41.9
|
|
|
41.9
|
|
|
41.9
|
|
|||
Stock-based compensation arrangements
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|||
Weighted-average common shares outstanding - diluted
|
42.0
|
|
|
42.0
|
|
|
42.0
|
|
|||
Basic earnings per common share
|
$
|
6.69
|
|
|
$
|
1.50
|
|
|
$
|
8.19
|
|
Diluted earnings per common share
|
$
|
6.68
|
|
|
$
|
1.49
|
|
|
$
|
8.17
|
|
|
December 31,
|
|
Depreciable
Lives (Years)
|
||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
|||||||
Land and rights-of-way
|
$
|
4.3
|
|
|
$
|
4.3
|
|
|
20
|
-
|
Indefinite
|
Buildings and leasehold improvements
|
179.1
|
|
|
173.7
|
|
|
3
|
-
|
40
|
||
Network equipment
|
3,339.4
|
|
|
3,165.7
|
|
|
2
|
-
|
50
|
||
Office software, furniture, fixtures and vehicles
|
162.5
|
|
|
150.6
|
|
|
2
|
-
|
14
|
||
Construction in process
|
14.7
|
|
|
17.0
|
|
|
n/a
|
|
|
||
Gross value
|
3,700.0
|
|
|
3,511.3
|
|
|
|
|
|
||
Accumulated depreciation
|
(2,571.0
|
)
|
|
(2,425.8
|
)
|
|
|
|
|
||
Property, plant and equipment, net
|
$
|
1,129.0
|
|
|
$
|
1,085.5
|
|
|
|
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
|
IT Services and Hardware
|
|
Entertainment and Communications
|
|
Total Company
|
||||||||||||||||||
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill, beginning balance
|
|
$
|
2.4
|
|
|
$
|
2.4
|
|
|
$
|
11.9
|
|
|
$
|
11.9
|
|
|
$
|
14.3
|
|
|
$
|
14.3
|
|
Activity during the year
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Acquisitions
|
|
137.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137.0
|
|
|
—
|
|
||||||
Currency translations
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
||||||
Goodwill, ending balance
|
|
$
|
139.1
|
|
|
$
|
2.4
|
|
|
$
|
11.9
|
|
|
$
|
11.9
|
|
|
$
|
151.0
|
|
|
$
|
14.3
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Gross Carrying
|
|
Accumulated
|
|
Gross Carrying
|
|
Accumulated
|
||||||||
(dollars in millions)
|
|
Amount
|
|
Amortization
|
|
Amount
|
|
Amortization
|
||||||||
Customer relationships
|
|
$
|
116.0
|
|
|
$
|
(8.9
|
)
|
|
$
|
7.0
|
|
|
$
|
(7.0
|
)
|
Trade names
|
|
15.9
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
||||
Technology
|
|
9.9
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
141.8
|
|
|
$
|
(9.5
|
)
|
|
$
|
7.0
|
|
|
$
|
(7.0
|
)
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Customer relationships
|
|
8
|
to
|
15
|
years
|
Trade names
|
|
|
|
10
|
years
|
Technology
|
|
|
|
10
|
years
|
|
December 31,
|
||||||
(dollars in millions)
|
2017
|
|
2016
|
||||
Current portion of long-term debt:
|
|
|
|
||||
Credit Agreement - Tranche B Term Loan due 2024
|
$
|
6.0
|
|
|
$
|
—
|
|
Capital lease obligations and other debt
|
12.4
|
|
|
7.5
|
|
||
Current portion of long-term debt
|
18.4
|
|
|
7.5
|
|
||
Long-term debt, less current portion:
|
|
|
|
||||
Receivables Facility
|
—
|
|
|
89.5
|
|
||
Corporate Credit Agreement - Tranche B Term Loan due 2020
|
—
|
|
|
315.8
|
|
||
Credit Agreement - Tranche B Term Loan due 2024
|
594.0
|
|
|
—
|
|
||
7
1/4%
Senior Notes due 2023
|
22.3
|
|
|
22.3
|
|
||
7
%
Senior Notes due 2024
|
625.0
|
|
|
625.0
|
|
||
8% Senior Notes due 2025
|
350.0
|
|
|
—
|
|
||
Various Cincinnati Bell Telephone notes
|
87.9
|
|
|
87.9
|
|
||
Capital lease obligations and other debt
|
70.5
|
|
|
62.0
|
|
||
|
1,749.7
|
|
|
1,202.5
|
|
||
Net unamortized premium
|
1.9
|
|
|
8.5
|
|
||
Unamortized note issuance costs
|
(22.3
|
)
|
|
(11.9
|
)
|
||
Long-term debt, less current portion
|
1,729.3
|
|
|
1,199.1
|
|
||
Total debt
|
$
|
1,747.7
|
|
|
$
|
1,206.6
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
|
|
Capital
|
|
Total
|
||||||
(dollars in millions)
|
Debt
|
|
Leases
|
|
Debt
|
||||||
Year ended December 31,
|
|
|
|
|
|
||||||
2018
|
$
|
6.0
|
|
|
$
|
12.4
|
|
|
$
|
18.4
|
|
2019
|
6.0
|
|
|
12.0
|
|
|
18.0
|
|
|||
2020
|
6.0
|
|
|
9.4
|
|
|
15.4
|
|
|||
2021
|
6.0
|
|
|
6.5
|
|
|
12.5
|
|
|||
2022
|
6.0
|
|
|
4.9
|
|
|
10.9
|
|
|||
Thereafter
|
1,655.2
|
|
|
37.7
|
|
|
1,692.9
|
|
|||
|
1,685.2
|
|
|
82.9
|
|
|
1,768.1
|
|
|||
Net unamortized premium
|
1.9
|
|
|
—
|
|
|
1.9
|
|
|||
Unamortized note issuance costs
|
(22.3
|
)
|
|
—
|
|
|
(22.3
|
)
|
|||
Total debt
|
$
|
1,664.8
|
|
|
$
|
82.9
|
|
|
$
|
1,747.7
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
December 31,
|
||||||
(dollars in millions)
|
2017
|
|
2016
|
||||
Balance, beginning of period
|
$
|
1.8
|
|
|
$
|
4.8
|
|
Liabilities incurred
|
0.4
|
|
|
—
|
|
||
Liabilities settled
|
—
|
|
|
(2.0
|
)
|
||
Revision to estimated cash flow
|
—
|
|
|
(1.1
|
)
|
||
Accretion expense
|
0.1
|
|
|
0.1
|
|
||
Balance, end of period
|
$
|
2.3
|
|
|
$
|
1.8
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
(dollars in millions)
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Long-term debt, including current portion*
|
$
|
1,687.1
|
|
|
$
|
1,687.5
|
|
|
$
|
1,149.2
|
|
|
$
|
1,177.9
|
|
*Excludes capital leases and note issuance costs.
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
|
|
||||||||||
(dollars in millions)
|
Year Ended
December 31, 2017
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Impairment Losses
|
||||||
Equity method investment:
|
|
|
|
|
|
|
|
|
|
||||||
Equity method investment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(4.7
|
)
|
Impairment of equity method investment
|
|
|
|
|
|
|
|
|
$
|
(4.7
|
)
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
Pension Benefits
|
|
Postretirement and Other Benefits
|
||||||||||||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Interest cost on projected benefit obligation
|
19.4
|
|
|
19.3
|
|
|
19.0
|
|
|
3.2
|
|
|
3.3
|
|
|
3.3
|
|
||||||
Expected return on plan assets
|
(26.0
|
)
|
|
(27.3
|
)
|
|
(29.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost (benefit)
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
(4.5
|
)
|
|
(14.7
|
)
|
|
(15.4
|
)
|
||||||
Actuarial loss
|
17.5
|
|
|
19.1
|
|
|
24.9
|
|
|
4.7
|
|
|
4.9
|
|
|
5.4
|
|
||||||
Pension settlement charges
|
4.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment loss
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Pension/postretirement cost (benefit)
|
$
|
14.9
|
|
|
$
|
11.2
|
|
|
$
|
15.4
|
|
|
$
|
3.6
|
|
|
$
|
(6.2
|
)
|
|
$
|
(6.4
|
)
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
Pension Benefits
|
|
|
Postretirement and Other Benefits
|
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
|
2017
|
|
2016
|
|
2015
|
|
||||||
Discount rate
|
4.10
|
%
|
|
3.80
|
%
|
|
3.40
|
%
|
*
|
|
4.00
|
%
|
|
3.70
|
%
|
|
3.40
|
%
|
|
Expected long-term rate of return
|
7.25
|
%
|
|
7.50
|
%
|
|
7.75
|
%
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Future compensation growth rate
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Postretirement and Other Benefits
|
||||||||||
|
Pension Benefits
|
|
|||||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at January 1,
|
$
|
505.6
|
|
|
$
|
530.5
|
|
|
$
|
82.6
|
|
|
$
|
93.1
|
|
Service cost
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.3
|
|
||||
Interest cost
|
19.4
|
|
|
19.3
|
|
|
3.2
|
|
|
3.3
|
|
||||
Actuarial loss (gain)
|
28.1
|
|
|
(2.7
|
)
|
|
7.6
|
|
|
(4.7
|
)
|
||||
Benefits paid
|
(38.6
|
)
|
|
(41.5
|
)
|
|
(11.6
|
)
|
|
(13.1
|
)
|
||||
Retiree drug subsidy received
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.6
|
|
||||
Transfer of special death benefit
|
(14.0
|
)
|
|
—
|
|
|
14.0
|
|
|
—
|
|
||||
Settlements
|
(11.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other
|
—
|
|
|
—
|
|
|
2.4
|
|
|
3.1
|
|
||||
Benefit obligation at December 31,
|
$
|
489.2
|
|
|
$
|
505.6
|
|
|
$
|
98.6
|
|
|
$
|
82.6
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at January 1,
|
$
|
372.3
|
|
|
$
|
378.1
|
|
|
$
|
8.7
|
|
|
$
|
10.3
|
|
Actual return (loss) on plan assets
|
64.8
|
|
|
30.3
|
|
|
0.2
|
|
|
0.3
|
|
||||
Employer contributions
|
4.6
|
|
|
5.4
|
|
|
10.0
|
|
|
10.6
|
|
||||
Retiree drug subsidy received
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.6
|
|
||||
Benefits paid
|
(38.6
|
)
|
|
(41.5
|
)
|
|
(11.6
|
)
|
|
(13.1
|
)
|
||||
Settlements
|
(11.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at December 31,
|
392.1
|
|
|
372.3
|
|
|
7.5
|
|
|
8.7
|
|
||||
Unfunded status
|
$
|
(97.1
|
)
|
|
$
|
(133.3
|
)
|
|
$
|
(91.1
|
)
|
|
$
|
(73.9
|
)
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
Pension Benefits
|
|
Postretirement and Other Benefits
|
||||||||
|
December 31,
|
|
December 31,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Discount rate
|
3.60
|
%
|
|
4.00
|
%
|
|
3.60
|
%
|
|
4.00
|
%
|
Future compensation growth rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||
Healthcare cost trend
|
6.5
|
%
|
|
6.5
|
%
|
Rate to which the cost trend is assumed to decline (ultimate trend rate)
|
4.5
|
%
|
|
4.5
|
%
|
Year the rates reach the ultimate trend rate
|
2022
|
|
|
2021
|
|
(dollars in millions)
|
1% Increase
|
|
1% Decrease
|
||||
Service and interest costs for 2017
|
$
|
0.2
|
|
|
$
|
(0.1
|
)
|
Postretirement benefit obligation at December 31, 2017
|
3.2
|
|
|
(2.9
|
)
|
|
Pension Benefits
|
|
Postretirement and Other Benefits
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Accrued payroll and benefits (current liability)
|
$
|
2.1
|
|
|
$
|
2.1
|
|
|
$
|
10.5
|
|
|
$
|
9.4
|
|
Pension and postretirement benefit obligations (noncurrent liability)
|
95.0
|
|
|
131.2
|
|
|
80.6
|
|
|
64.5
|
|
||||
Total
|
$
|
97.1
|
|
|
$
|
133.3
|
|
|
$
|
91.1
|
|
|
$
|
73.9
|
|
|
|
|
|
|
Postretirement and Other Benefits
|
||||||||||
|
Pension Benefits
|
|
|||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Prior service (cost) benefit, net of tax of ($0.1), ($0.1), $5.3, $10.6
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
19.9
|
|
|
$
|
19.1
|
|
Actuarial loss, net of tax of ($42.5), ($81.6), ($12.7), ($19.7)
|
(148.4
|
)
|
|
(141.8
|
)
|
|
(44.5
|
)
|
|
(34.8
|
)
|
||||
Total
|
$
|
(148.5
|
)
|
|
$
|
(141.9
|
)
|
|
$
|
(24.6
|
)
|
|
$
|
(15.7
|
)
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
Pension Benefits
|
|
Postretirement and Other Benefits
|
||||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Prior service cost recognized:
|
|
|
|
|
|
|
|
||||||||
Reclassification adjustments
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
(4.5
|
)
|
|
$
|
(14.7
|
)
|
Actuarial (loss) gain recognized:
|
|
|
|
|
|
|
|
||||||||
Reclassification adjustments
|
21.5
|
|
|
19.1
|
|
|
4.7
|
|
|
4.9
|
|
||||
Actuarial gain (loss) arising during the period
|
11.0
|
|
|
5.7
|
|
|
(7.4
|
)
|
|
4.5
|
|
(dollars in millions)
|
December 31, 2017
|
|
Quoted Prices
in active
markets
Level 1
|
|
Significant
observable
inputs
Level 2
|
|
Significant
unobservable inputs Level 3 |
||||||||
Mutual funds
|
|
|
|
|
|
|
|
||||||||
U.S. equity index funds
|
$
|
151.0
|
|
|
$
|
151.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
International equity index funds
|
101.3
|
|
|
101.3
|
|
|
—
|
|
|
—
|
|
||||
Fixed income bond funds
|
136.1
|
|
|
136.1
|
|
|
—
|
|
|
—
|
|
||||
Fixed income short-term money market funds
|
3.7
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
||||
Group insurance contract
|
7.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
399.6
|
|
|
$
|
392.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
(dollars in millions)
|
|
December 31, 2016
|
|
Quoted Prices
in active
markets
Level 1
|
|
Significant
observable
inputs
Level 2
|
|
Significant
unobservable
inputs
Level 3
|
||||||||
Mutual funds
|
|
|
|
|
|
|
|
|
||||||||
U.S. equity index funds
|
|
$
|
142.7
|
|
|
$
|
142.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
International equity index funds
|
|
95.6
|
|
|
95.6
|
|
|
—
|
|
|
—
|
|
||||
Fixed income bond funds
|
|
123.9
|
|
|
123.9
|
|
|
—
|
|
|
—
|
|
||||
Fixed income short-term money market funds
|
|
10.1
|
|
|
10.1
|
|
|
—
|
|
|
—
|
|
||||
Group insurance contract
|
|
8.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
381.0
|
|
|
$
|
372.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(dollars in millions)
|
Pension
Benefits
|
|
Postretirement
and Other
Benefits
|
|
Medicare
Subsidy
Receipts
|
||||||
2018
|
$
|
39.8
|
|
|
$
|
11.0
|
|
|
$
|
(0.5
|
)
|
2019
|
38.1
|
|
|
9.5
|
|
|
(0.4
|
)
|
|||
2020
|
38.6
|
|
|
8.4
|
|
|
(0.4
|
)
|
|||
2021
|
37.1
|
|
|
8.1
|
|
|
(0.4
|
)
|
|||
2022
|
35.6
|
|
|
7.7
|
|
|
(0.3
|
)
|
|||
Years 2023 - 2027
|
155.9
|
|
|
32.0
|
|
|
(1.2
|
)
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
(dollars in millions)
|
Unrecognized Net Periodic Pension and Postretirement Benefit Cost
|
|
Unrealized gain on Investment in CyrusOne
|
|
Foreign Currency Translation Loss
|
|
Total
|
||||||||
Balance as of December 31, 2015
|
$
|
(170.3
|
)
|
|
$
|
—
|
|
|
$
|
(0.7
|
)
|
|
$
|
(171.0
|
)
|
Remeasurement of benefit obligations
|
6.6
|
|
|
—
|
|
|
—
|
|
|
6.6
|
|
||||
Reclassifications, net
|
6.1
|
|
(a)
|
—
|
|
|
—
|
|
|
6.1
|
|
||||
Unrealized gain on Investment in CyrusOne, net
|
—
|
|
|
68.1
|
|
(b)
|
—
|
|
|
68.1
|
|
||||
Foreign currency loss
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Balance as of December 31, 2016
|
(157.6
|
)
|
|
68.1
|
|
|
(0.8
|
)
|
|
(90.3
|
)
|
||||
Remeasurement of benefit obligations
|
2.8
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
||||
Unrealized gain on Investment in CyrusOne, net
|
—
|
|
|
8.3
|
|
(c)
|
—
|
|
|
8.3
|
|
||||
Reclassifications, net
|
13.9
|
|
(a)
|
(76.4
|
)
|
(d)
|
—
|
|
|
(62.5
|
)
|
||||
Reclassification adjustment to accumulated deficit for stranded other comprehensive income taxes arising from tax reform
|
(32.2
|
)
|
(e)
|
—
|
|
|
—
|
|
|
(32.2
|
)
|
||||
Foreign currency gain
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
||||
Balance as of December 31, 2017
|
$
|
(173.1
|
)
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
|
$
|
(173.7
|
)
|
(c)
|
The unrealized gain on Investment in CyrusOne, net of tax, represents changes in the fair value of CyrusOne shares of common stock owned by the Company during the period, before any subsequent sales of those shares.
|
(d)
|
These reclassifications are reported within "Gain on sale of CyrusOne investment" on the Consolidated Statements of Operations.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
(e)
|
This provisional reclassification adjustment resulted from a change in the corporate tax rate arising from tax legislation enacted in December 2017, commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). In February 2018, the FASB issued ASU 2018-02 which allows entities to make a one-time reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from newly enacted corporate tax rates. The Company early adopted the guidance effective December 31, 2017. The amount of the reclassification is calculated on the basis of the difference between the historical and newly enacted tax rates on deferred taxes related to our pension and postretirement benefit plans.
|
|
Year Ended December 31,
|
||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(14.8
|
)
|
|
$
|
(14.0
|
)
|
|
$
|
9.2
|
|
State and local
|
1.0
|
|
|
0.5
|
|
|
1.7
|
|
|||
Total current
|
(13.8
|
)
|
|
(13.5
|
)
|
|
10.9
|
|
|||
Investment tax credits
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
51.7
|
|
|
72.6
|
|
|
149.4
|
|
|||
State and local
|
2.3
|
|
|
5.7
|
|
|
5.2
|
|
|||
Total deferred
|
54.0
|
|
|
78.3
|
|
|
154.6
|
|
|||
Valuation allowance
|
(9.2
|
)
|
|
(3.6
|
)
|
|
(5.5
|
)
|
|||
Total
|
$
|
30.9
|
|
|
$
|
61.1
|
|
|
$
|
159.8
|
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
U.S. federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal income tax
|
0.7
|
|
|
0.2
|
|
|
0.7
|
|
Change in valuation allowance, net of federal income tax
|
(9.1
|
)
|
|
(1.4
|
)
|
|
(0.8
|
)
|
State net operating loss adjustments
|
2.0
|
|
|
0.9
|
|
|
0.3
|
|
Transaction Costs
|
5.5
|
|
|
—
|
|
|
—
|
|
Unrecognized tax benefit changes
|
1.4
|
|
|
2.3
|
|
|
0.2
|
|
Federal Rate Change
|
10.3
|
|
|
—
|
|
|
—
|
|
Other differences, net
|
1.0
|
|
|
0.5
|
|
|
0.1
|
|
Effective tax rate
|
46.8
|
%
|
|
37.5
|
%
|
|
35.5
|
%
|
|
Year Ended December 31,
|
||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Income tax provision (benefit) related to:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
30.9
|
|
|
$
|
61.1
|
|
|
$
|
159.8
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
34.8
|
|
|||
Accumulated other comprehensive income (loss)
|
(28.3
|
)
|
|
43.8
|
|
|
2.0
|
|
|||
Excess tax benefits on stock option exercises
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
December 31,
|
||||||
(dollars in millions)
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
88.9
|
|
|
$
|
125.2
|
|
Pension and postretirement benefits
|
46.1
|
|
|
78.7
|
|
||
Employee benefits
|
7.9
|
|
|
12.2
|
|
||
AMT Credit Carryforward
|
1.5
|
|
|
17.4
|
|
||
Texas Margin Credit
|
10.5
|
|
|
10.7
|
|
||
Other
|
14.9
|
|
|
19.1
|
|
||
Total deferred tax assets
|
169.8
|
|
|
263.3
|
|
||
Valuation allowance
|
(45.5
|
)
|
|
(54.4
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
$
|
124.3
|
|
|
$
|
208.9
|
|
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
$
|
115.9
|
|
|
$
|
135.0
|
|
Investment in CyrusOne
|
—
|
|
|
9.1
|
|
||
Other
|
0.3
|
|
|
0.3
|
|
||
Total deferred tax liabilities
|
116.2
|
|
|
144.4
|
|
||
Net deferred tax assets
|
$
|
8.1
|
|
|
$
|
64.5
|
|
|
Year Ended December 31,
|
||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Balance, beginning of year
|
$
|
31.4
|
|
|
$
|
27.6
|
|
|
$
|
27.1
|
|
Change in tax positions for the current year
|
1.0
|
|
|
1.2
|
|
|
0.5
|
|
|||
Change in tax positions for prior years
|
0.3
|
|
|
2.6
|
|
|
—
|
|
|||
Change related to decrease in federal tax rate
|
(10.5
|
)
|
|
—
|
|
|
—
|
|
|||
Balance, end of year
|
$
|
22.2
|
|
|
$
|
31.4
|
|
|
$
|
27.6
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
|
|
|
Weighted-
Average
Exercise
Price Per
Share
|
|
|
|
Weighted-
Average
Exercise
Price Per
Share
|
|
|
|
Weighted-
Average
Exercise
Price Per
Share
|
||||||||||||
(in thousands, except per share amounts)
|
Shares
|
|
|
Shares
|
|
|
Shares
|
|
|||||||||||||||
Outstanding at January 1,
|
390
|
|
|
$
|
20.00
|
|
|
776
|
|
|
$
|
19.27
|
|
|
1,045
|
|
|
$
|
19.27
|
|
|||
Exercised
|
(35
|
)
|
|
15.76
|
|
|
(236
|
)
|
|
16.12
|
|
|
(7
|
)
|
|
9.15
|
|
||||||
Forfeited
|
(35
|
)
|
|
21.58
|
|
|
(11
|
)
|
|
16.16
|
|
|
(100
|
)
|
|
18.71
|
|
||||||
Expired
|
(139
|
)
|
|
24.55
|
|
|
(139
|
)
|
|
22.79
|
|
|
(162
|
)
|
|
20.05
|
|
||||||
Outstanding at December 31,
|
181
|
|
|
$
|
17.10
|
|
|
390
|
|
|
$
|
20.00
|
|
|
776
|
|
|
$
|
19.27
|
|
|||
Expected to vest at December 31,
|
181
|
|
|
$
|
17.10
|
|
|
390
|
|
|
$
|
20.00
|
|
|
776
|
|
|
$
|
19.27
|
|
|||
Exercisable at December 31,
|
181
|
|
|
$
|
17.10
|
|
|
330
|
|
|
$
|
20.56
|
|
|
635
|
|
|
$
|
19.65
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation expense for the year
|
$
|
0.2
|
|
|
|
|
$
|
0.4
|
|
|
|
|
$
|
—
|
|
|
|
||||||
Tax benefit related to compensation expense
|
$
|
(0.1
|
)
|
|
|
|
$
|
(0.1
|
)
|
|
|
|
$
|
—
|
|
|
|
||||||
Intrinsic value of awards exercised
|
$
|
0.2
|
|
|
|
|
$
|
1.8
|
|
|
|
|
$
|
0.1
|
|
|
|
||||||
Cash received from awards exercised
|
$
|
0.5
|
|
|
|
|
$
|
3.8
|
|
|
|
|
$
|
0.1
|
|
|
|
||||||
Grant date fair value of awards vested
|
$
|
0.3
|
|
|
|
|
$
|
0.5
|
|
|
|
|
$
|
0.7
|
|
|
|
|
Outstanding
|
|
Exercisable
|
||||||||||
|
|
|
Weighted-
Average
Exercise
Price Per
Share
|
|
|
|
Weighted-
Average
Exercise
Price Per
Share
|
||||||
(in thousands, except per share amounts)
|
Shares
|
|
|
Shares
|
|
||||||||
Range of Grant Price
|
|
|
|
|
|
|
|
||||||
$8.35
|
20
|
|
|
$
|
8.35
|
|
|
20
|
|
|
$
|
8.35
|
|
$14.55 to $17.05
|
133
|
|
|
17.04
|
|
|
133
|
|
|
17.04
|
|
||
$23.75 to $26.05
|
28
|
|
|
23.83
|
|
|
28
|
|
|
23.83
|
|
||
Total
|
181
|
|
|
$
|
17.10
|
|
|
181
|
|
|
$
|
17.10
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
|
|
|
Weighted-
Average
Exercise
Price Per
Share
|
|
|
|
Weighted-
Average
Exercise
Price Per
Share
|
|
|
|
Weighted-
Average
Exercise
Price Per
Share
|
||||||||||||
(in thousands, except per share amounts)
|
Shares
|
|
|
Shares
|
|
|
Shares
|
|
|||||||||||||||
Non-vested at January 1,
|
954
|
|
|
$
|
15.89
|
|
|
721
|
|
|
$
|
16.77
|
|
|
349
|
|
|
$
|
19.28
|
|
|||
Granted*
|
245
|
|
|
22.03
|
|
|
307
|
|
|
15.45
|
|
|
538
|
|
|
15.46
|
|
||||||
Vested
|
(229
|
)
|
|
16.74
|
|
|
(51
|
)
|
|
22.75
|
|
|
(89
|
)
|
|
19.00
|
|
||||||
Forfeited
|
(99
|
)
|
|
16.62
|
|
|
(23
|
)
|
|
22.35
|
|
|
(77
|
)
|
|
16.44
|
|
||||||
Non-vested at December 31,
|
871
|
|
|
$
|
17.30
|
|
|
954
|
|
|
$
|
15.89
|
|
|
721
|
|
|
$
|
16.77
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation expense for the year
|
$
|
3.9
|
|
|
|
|
$
|
3.6
|
|
|
|
|
$
|
3.1
|
|
|
|
||||||
Tax benefit related to compensation expense
|
$
|
(1.4
|
)
|
|
|
|
$
|
(1.3
|
)
|
|
|
|
$
|
(1.1
|
)
|
|
|
||||||
Grant date fair value of awards vested
|
$
|
3.8
|
|
|
|
|
$
|
1.2
|
|
|
|
|
$
|
1.7
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
* Assumes the maximum number of awards that can be earned if the performance conditions are achieved.
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
|
|
|
Weighted-
Average
Exercise
Price Per
Share
|
|
|
|
Weighted-
Average
Exercise
Price Per
Share
|
|
|
|
Weighted-
Average
Exercise
Price Per
Share
|
||||||||||||
(in thousands, except per share amounts)
|
Shares
|
|
|
Shares
|
|
|
Shares
|
|
|||||||||||||||
Non-vested at January 1,
|
106
|
|
|
$
|
16.75
|
|
|
47
|
|
|
$
|
19.59
|
|
|
137
|
|
|
$
|
18.44
|
|
|||
Granted
|
96
|
|
|
20.78
|
|
|
106
|
|
|
16.75
|
|
|
36
|
|
|
17.35
|
|
||||||
Vested
|
(38
|
)
|
|
19.10
|
|
|
(47
|
)
|
|
19.59
|
|
|
(126
|
)
|
|
17.70
|
|
||||||
Non-vested at December 31,
|
164
|
|
|
$
|
18.57
|
|
|
106
|
|
|
$
|
16.75
|
|
|
47
|
|
|
$
|
19.59
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation expense for the year
|
$
|
1.8
|
|
|
|
|
$
|
1.1
|
|
|
|
|
$
|
1.0
|
|
|
|
||||||
Tax benefit related to compensation expense
|
$
|
(0.6
|
)
|
|
|
|
$
|
(0.4
|
)
|
|
|
|
$
|
(0.3
|
)
|
|
|
||||||
Grant date fair value of awards vested
|
$
|
0.7
|
|
|
|
|
$
|
0.9
|
|
|
|
|
$
|
2.2
|
|
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
(dollars in millions)
|
Employee
Separation
|
|
Lease
Abandonment
|
|
Other
|
|
Total
|
||||||||
Balance as of December 31, 2014
|
$
|
3.0
|
|
|
$
|
1.8
|
|
|
$
|
0.1
|
|
|
$
|
4.9
|
|
Charges
|
3.3
|
|
|
0.3
|
|
|
2.4
|
|
|
6.0
|
|
||||
Utilizations
|
(6.1
|
)
|
|
(1.3
|
)
|
|
(2.4
|
)
|
|
(9.8
|
)
|
||||
Balance as of December 31, 2015
|
0.2
|
|
|
0.8
|
|
|
0.1
|
|
|
1.1
|
|
||||
Charges/(Reversals)
|
12.5
|
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
11.9
|
|
||||
Utilizations
|
(1.7
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(1.8
|
)
|
||||
Balance as of December 31, 2016
|
11.0
|
|
|
0.2
|
|
|
—
|
|
|
11.2
|
|
||||
Charges
|
32.7
|
|
|
—
|
|
|
—
|
|
|
32.7
|
|
||||
Utilizations
|
(29.3
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(29.4
|
)
|
||||
Balance as of December 31, 2017
|
$
|
14.4
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
14.5
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
(dollars in millions)
|
Entertainment and Communications
|
|
IT Services and Hardware
|
|
Corporate
|
|
Total
|
||||||||
Balance as of December 31, 2014
|
$
|
3.9
|
|
|
$
|
0.3
|
|
|
$
|
0.7
|
|
|
$
|
4.9
|
|
Charges
|
1.6
|
|
|
2.8
|
|
|
1.6
|
|
|
6.0
|
|
||||
Utilizations
|
(4.7
|
)
|
|
(2.8
|
)
|
|
(2.3
|
)
|
|
(9.8
|
)
|
||||
Balance as of December 31, 2015
|
0.8
|
|
|
0.3
|
|
|
—
|
|
|
1.1
|
|
||||
Charges
|
7.7
|
|
|
3.3
|
|
|
0.9
|
|
|
11.9
|
|
||||
Utilizations
|
(1.0
|
)
|
|
(0.6
|
)
|
|
(0.2
|
)
|
|
(1.8
|
)
|
||||
Balance as of December 31, 2016
|
7.5
|
|
|
3.0
|
|
|
0.7
|
|
|
11.2
|
|
||||
Charges
|
27.9
|
|
|
4.8
|
|
|
—
|
|
|
32.7
|
|
||||
Utilizations
|
(23.1
|
)
|
|
(5.6
|
)
|
|
(0.7
|
)
|
|
(29.4
|
)
|
||||
Balance as of December 31, 2017
|
$
|
12.3
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
14.5
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
Year Ended December 31,
|
||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue
|
|
|
|
|
|
||||||
Entertainment and Communications
|
$
|
789.9
|
|
|
$
|
768.8
|
|
|
$
|
743.7
|
|
IT Services and Hardware
|
511.8
|
|
|
430.7
|
|
|
435.4
|
|
|||
Intersegment
|
(13.2
|
)
|
|
(13.7
|
)
|
|
(11.3
|
)
|
|||
Total revenue
|
$
|
1,288.5
|
|
|
$
|
1,185.8
|
|
|
$
|
1,167.8
|
|
Intersegment revenue
|
|
|
|
|
|
||||||
Entertainment and Communications
|
$
|
1.7
|
|
|
$
|
1.3
|
|
|
$
|
1.3
|
|
IT Services and Hardware
|
11.5
|
|
|
12.4
|
|
|
10.0
|
|
|||
Total intersegment revenue
|
$
|
13.2
|
|
|
$
|
13.7
|
|
|
$
|
11.3
|
|
Operating income
|
|
|
|
|
|
||||||
Entertainment and Communications
|
$
|
65.3
|
|
|
$
|
90.6
|
|
|
$
|
129.9
|
|
IT Services and Hardware
|
10.6
|
|
|
23.2
|
|
|
20.6
|
|
|||
Corporate
|
(37.8
|
)
|
|
(20.8
|
)
|
|
(22.5
|
)
|
|||
Total operating income
|
$
|
38.1
|
|
|
$
|
93.0
|
|
|
$
|
128.0
|
|
Expenditures for long-lived assets*
|
|
|
|
|
|
||||||
Entertainment and Communications
|
$
|
196.4
|
|
|
$
|
272.5
|
|
|
$
|
269.5
|
|
IT Services and Hardware
|
181.1
|
|
|
13.7
|
|
|
14.0
|
|
|||
Corporate
|
—
|
|
|
0.2
|
|
|
0.1
|
|
|||
Total expenditures for long-lived assets
|
$
|
377.5
|
|
|
$
|
286.4
|
|
|
$
|
283.6
|
|
Depreciation and amortization
|
|
|
|
|
|
||||||
Entertainment and Communications
|
$
|
174.7
|
|
|
$
|
168.6
|
|
|
$
|
129.2
|
|
IT Services and Hardware
|
18.1
|
|
|
13.5
|
|
|
12.3
|
|
|||
Corporate
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|||
Total depreciation and amortization
|
$
|
193.0
|
|
|
$
|
182.2
|
|
|
$
|
141.6
|
|
|
|
|
|
|
|
||||||
* Includes cost of acquisitions
|
|
|
|
|
|
||||||
|
As of December 31,
|
|
|
||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
|
||||||
Assets
|
|
|
|
|
|
||||||
Entertainment and Communications
|
$
|
1,117.8
|
|
|
$
|
1,093.5
|
|
|
|
||
IT Services and Hardware
|
444.0
|
|
|
60.0
|
|
|
|
||||
Corporate and eliminations
|
600.6
|
|
|
387.5
|
|
|
|
||||
Total assets
|
$
|
2,162.4
|
|
|
$
|
1,541.0
|
|
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
Year Ended December 31,
|
||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Service revenue
|
|
|
|
|
|
||||||
Entertainment and Communications
|
$
|
785.1
|
|
|
$
|
763.0
|
|
|
$
|
735.0
|
|
IT Services and Hardware
|
221.0
|
|
|
215.7
|
|
|
198.0
|
|
|||
Total service revenue
|
$
|
1,006.1
|
|
|
$
|
978.7
|
|
|
$
|
933.0
|
|
Product revenue
|
|
|
|
|
|
||||||
Entertainment and Communications
|
$
|
3.1
|
|
|
$
|
4.5
|
|
|
$
|
7.4
|
|
Telecom and IT hardware
|
279.3
|
|
|
202.6
|
|
|
227.4
|
|
|||
Total product revenue
|
$
|
282.4
|
|
|
$
|
207.1
|
|
|
$
|
234.8
|
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
Twelve Months Ended
|
||||||||||
|
December 31,
|
||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.4
|
|
Costs and expenses
|
|
|
|
|
|
||||||
Cost of products and services
|
—
|
|
|
—
|
|
|
12.0
|
|
|||
Selling, general and administrative
|
—
|
|
|
—
|
|
|
2.2
|
|
|||
Depreciation and amortization expense
|
—
|
|
|
—
|
|
|
28.6
|
|
|||
Restructuring charges
|
—
|
|
|
—
|
|
|
3.3
|
|
|||
Gain on sale or disposal of assets
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||
Amortization of deferred gain
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|||
Total operating costs and expenses
|
—
|
|
|
—
|
|
|
39.2
|
|
|||
Operating Loss
|
—
|
|
|
—
|
|
|
(34.8
|
)
|
|||
Interest income
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|||
Other income
|
—
|
|
|
(0.3
|
)
|
|
(2.3
|
)
|
|||
Gain on transfer of tower lease obligations and other assets
|
—
|
|
|
—
|
|
|
15.9
|
|
|||
Gain on sale of wireless spectrum licenses
|
—
|
|
|
—
|
|
|
112.6
|
|
|||
Income before income taxes
|
—
|
|
|
0.3
|
|
|
97.7
|
|
|||
Income tax expense
|
—
|
|
|
—
|
|
|
34.8
|
|
|||
Income from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
62.9
|
|
|
Twelve Months Ended
|
||||||||||
|
December 31,
|
||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Depreciation and amortization
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28.6
|
|
Gain on sale of assets
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||
Deferred gain on sale of spectrum licenses
|
—
|
|
|
—
|
|
|
(112.6
|
)
|
|||
Amortization of deferred gain on sale of towers
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|||
Gain on transfer of tower lease obligations and other assets
|
—
|
|
|
—
|
|
|
(15.9
|
)
|
|||
Non-cash spectrum lease
|
—
|
|
|
—
|
|
|
3.2
|
|
|||
Restructuring payments
|
—
|
|
|
(4.4
|
)
|
|
(14.5
|
)
|
|||
Repayment of debt
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
Form 10-K Part II
|
|
Cincinnati Bell Inc.
|
|
2017
|
||||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
|
||||||||||
(in millions, except per common share amounts)
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Total
|
||||||||||
Revenue
|
$
|
278.2
|
|
|
$
|
294.0
|
|
|
$
|
289.2
|
|
|
$
|
427.1
|
|
|
$
|
1,288.5
|
|
Operating (loss) income
|
(5.3
|
)
|
|
20.9
|
|
|
12.7
|
|
|
9.8
|
|
|
38.1
|
|
|||||
Net income (loss)
|
60.4
|
|
|
2.1
|
|
|
(11.2
|
)
|
|
(16.2
|
)
|
|
35.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net basic earnings (loss) per common share
|
$
|
1.37
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
0.59
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net diluted earnings (loss) per common share
|
$
|
1.37
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
0.58
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2016
|
||||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
|
||||||||||
(in millions, except per common share amounts)
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Total
|
||||||||||
Revenue
|
$
|
288.9
|
|
|
$
|
299.2
|
|
|
$
|
312.4
|
|
|
$
|
285.3
|
|
|
$
|
1,185.8
|
|
Operating income
|
29.6
|
|
|
27.4
|
|
|
25.5
|
|
|
10.5
|
|
|
93.0
|
|
|||||
Income (loss) from continuing operations
|
7.0
|
|
|
77.6
|
|
|
18.8
|
|
|
(1.6
|
)
|
|
101.8
|
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|||||
Net income (loss)
|
7.0
|
|
|
77.6
|
|
|
18.8
|
|
|
(1.3
|
)
|
|
102.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per common share from continuing operations
|
$
|
0.10
|
|
|
$
|
1.79
|
|
|
$
|
0.39
|
|
|
$
|
(0.10
|
)
|
|
$
|
2.17
|
|
Basic earnings per common share from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
Net basic earnings (loss) per common share
|
$
|
0.10
|
|
|
$
|
1.79
|
|
|
$
|
0.39
|
|
|
$
|
(0.09
|
)
|
|
$
|
2.18
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) per common share from continuing operations
|
$
|
0.10
|
|
|
$
|
1.78
|
|
|
$
|
0.38
|
|
|
$
|
(0.10
|
)
|
|
$
|
2.17
|
|
Diluted earnings per common share from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
Net diluted earnings (loss) per common share
|
$
|
0.10
|
|
|
$
|
1.78
|
|
|
$
|
0.38
|
|
|
$
|
(0.09
|
)
|
|
$
|
2.18
|
|
Form 10-K Part I
|
|
Cincinnati Bell Inc.
|
|
Year Ended December 31,
|
||||||||||
(dollars in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Capitalized interest expense
|
$
|
0.7
|
|
|
$
|
0.7
|
|
|
$
|
1.1
|
|
Cash paid/(received) for:
|
|
|
|
|
|
||||||
Interest
|
65.7
|
|
|
71.1
|
|
|
108.5
|
|
|||
Income taxes, net of refunds
|
(12.9
|
)
|
|
1.7
|
|
|
8.8
|
|
|||
Noncash investing and financing activities:
|
|
|
|
|
|
||||||
Accrual of CyrusOne dividends
|
—
|
|
|
1.1
|
|
|
2.1
|
|
|||
Acquisition of property by assuming debt and other financing arrangements
|
17.3
|
|
|
12.0
|
|
|
5.8
|
|
|||
Acquisition of property on account
|
12.0
|
|
|
23.8
|
|
|
34.6
|
|
(a)
|
Evaluation of disclosure controls and procedures.
|
Name
|
|
Age
|
|
Title
|
Leigh R. Fox
|
|
45
|
|
President and Chief Executive Officer
|
Andrew R. Kaiser
|
|
49
|
|
Chief Financial Officer
|
Christi H. Cornette
|
|
62
|
|
Chief Culture Officer
|
Thomas E. Simpson
|
|
45
|
|
Chief Operating Officer
|
Christopher J. Wilson
|
|
52
|
|
Vice President and General Counsel
|
Joshua T. Duckworth
|
|
39
|
|
Vice President of Treasury, Corporate Finance and Investor Relations
|
Shannon M. Mullen
|
|
41
|
|
Vice President and Corporate Controller
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Agreement and Plan of Merger, dated as of July 9, 2017, among Cincinnati Bell Inc., Twin Acquisition Corp. and Hawaiian Telcom Holdco, Inc. (Exhibit 2.1 to Current Report on Form 8-K, date of Report July 10, 2017, File No. 1-8519).
|
|
|
Agreement and Plan of Merger, dated as of July 9, 2017, among Cincinnati Bell Inc., Yankee Acquisition LLC, OnX Holdings LLC and MLN Holder Rep LLC (Exhibit 2.2 to Current Report on Form 8-K, date of Report July 10, 2017, File No. 1-8519).
|
|
|
Amended and Restated Articles of Incorporation of Cincinnati Bell Inc. (Exhibit 3.1 to Current Report on Form 8-K, date of Report April 25, 2008, File No. 1-8519).
|
|
|
Amendment to the Amended and Restated Articles of Incorporation of Cincinnati Inc. (Exhibit 3.1 to Current Report on Form 8-K, date of Report October 4, 2016, File No. 1-8519).
|
|
|
Amended and Restated Regulations of Cincinnati Bell Inc. (Exhibit 3.2 to Current Report on Form 8-K, date of Report April 25, 2008, File No. 1-8519).
|
|
(4.1)
|
|
Indenture dated July 1, 1993, between Cincinnati Bell Inc., as Issuer, and The Bank of New York, as Trustee, relating to Cincinnati Bell Inc.’s 7
1
/
4
% Notes Due June 15, 2023 (Exhibit 4-A to Current Report on Form 8-K, date of Report July 12, 1993, File No. 1-8519).
|
|
Indenture dated as of November 30, 1998, among Cincinnati Bell Telephone Company, as Issuer, Cincinnati Bell Inc., as Guarantor, and The Bank of New York, as Trustee (Exhibit 4-A to Current Report on Form 8-K, date of Report November 30, 1998, File No. 1-8519).
|
|
|
First Supplemental Indenture dated as of December 31, 2004 to the Indenture dated as of November 30, 1998, among Cincinnati Bell Telephone Company, as Issuer, Cincinnati Bell Inc., as Guarantor, and The Bank of New York, as Trustee (Exhibit 4(c)(iii)(2) to Annual Report on Form 10-K for the year ended December 31, 2004, File No. 1-8519).
|
|
|
Second Supplemental Indenture dated as of January 10, 2005 to the Indenture dated as of November 30, 1998, among Cincinnati Bell Telephone Company LLC (as successor entity to Cincinnati Bell Telephone Company), as Issuer, Cincinnati Bell Inc., as Guarantor, and The Bank of New York, as Trustee (Exhibit (4)(c)(iii)(3) to Annual Report on Form 10-K for the year ended December 31, 2004, File No. 1-8519).
|
|
|
Indenture, dated September 22, 2016, among Cincinnati Bell Inc., the guarantor parties thereto and Regions Bank, as trustee (Exhibit 4.1 to Current Report on Form 8-K date of Report September 22, 2016, File No. 1-8519).
|
|
|
First Supplemental Indenture dated April 3, 2017 among Cincinnati Bell Inc., SunTel Services LLC and Regions Bank, as trustee (Exhibit 99.1 to Current Report on Form 8-K, date of Report April 3, 2017, File No. 1-8519).
|
|
|
Second Supplemental Indenture dated May 31, 2017 among Cincinnati Bell Inc., Cincinnati Bell Telephone Company LLC, Cincinnati Bell Extended Territories LLC, and Regions Bank, as trustee (Exhibit 10.1 to Current Report on Form 8-K, date of Report May 31, 2017, File No. 1-8519).
|
|
|
Third Supplemental Indenture dated October 2, 2017 among Cincinnati Bell Inc., Cincinnati Bell Shared Services LLC, Data Center South Holdings, LLC, Twin Acquisition Corp. and Regions Bank, as trustee (Exhibit 4.1 to Current Report on Form 8-K, date of Report October 2, 2017, File No. 1-8519).
|
|
|
Fourth Supplemental Indenture dated as of December 22, 2017 among Cincinnati Bell Inc., CBTS Holdco LLC, and Regions Bank, as trustee (Exhibit 10.1 to Current Report on Form 8-K, date of Report December 22, 2017, File No. 1-8519).
|
|
Indenture, dated October 6, 2017, between CB Escrow Corp. and Regions Bank, as trustee (Exhibit 4.1 to Current Report on Form 8-K, date of Report October 6, 2017, File No. 1-8519).
|
|
|
Escrow Agreement, dated October 6, 2017, by and among CB Escrow Corp., Regions Bank, as trustee, and Regions Bank, as Escrow Agent (Exhibit 4.2 to Current Report on Form 8-K, date of Report October 6, 2017, File No. 1-8519).
|
|
(4.12)
|
|
No other instrument which defines the rights of holders of long term debt of the registrant is filed herewith pursuant to Regulation S-K, Item 601(b)(4)(iii)(A). Pursuant to this regulation, the registrant hereby agrees to furnish a copy of any such instrument to the SEC upon request.
|
|
Credit Agreement dated as of November 20, 2012, among Cincinnati Bell Inc., an Ohio corporation, the subsidiary guarantors party thereto, the Lenders party thereto and Bank of America, N.A. (Exhibit 10.1 to Current Report on Form 8-K, date of Report November 20, 2012, File No. 1-8519).
|
|
|
First Amendment to Credit Agreement dated as of September 10, 2013, among Cincinnati Bell Inc., an Ohio corporation, the subsidiary guarantors party thereto, the Lenders party thereto and Bank of America, N.A. (Exhibit 10.1 to Current Report on Form 8-K, date of Report September 10, 2013, File No. 1-8519).
|
|
|
Annex I to First Amendment to Credit Agreement dated as of September 10, 2013, among Cincinnati Bell Inc., an Ohio corporation, the subsidiary guarantors party thereto, the Lenders party thereto and Bank of America, N.A. (Exhibit 10.2 to Current Report on Form 8-K, date of Report September 10, 2013, File No. 1-8519).
|
|
|
Second Amendment to Credit Agreement dated as of June 23, 2014, among Cincinnati Bell Inc., an Ohio corporation, the subsidiary guarantors party thereto, the Lenders party thereto and Bank of America, N.A. (Exhibit 10.4 to Annual Report on Form 10-K, date of Report February 26, 2015, File No. 1-8519).
|
|
|
Third Amendment to Credit Agreement dated as of September 30, 2014, among Cincinnati Bell Inc., an Ohio corporation, the subsidiary guarantors party thereto, the Lenders party thereto and Bank of America, N.A. (Exhibit 10.1 to Current Report on Form 8-K, date of Report September 30, 2014, File No. 1-8519).
|
|
|
Fourth Amendment to Credit Agreement dated as of November 5, 2014, among Cincinnati Bell Inc., an Ohio corporation, the subsidiary guarantors party thereto, the Lenders party thereto and Bank of America, N.A. (Exhibit 10.1 to Current Report on Form 8-K, date of Report November 5, 2014, File No. 1-8519).
|
|
|
Fifth Amendment to Credit Agreement dated as of May 11, 2016, among Cincinnati Bell Inc., an Ohio corporation, the subsidiary guarantors party thereto, the Lenders party thereto and Bank of America, N.A. (Exhibit 10.1 to Current Report on Form 8-K date of Report May 11, 2016, File No. 1-8519).
|
|
|
Amended and Restated Purchase and Sale Agreement dated as of June 6, 2011, among the Originators identified therein, Cincinnati Bell Funding LLC, and Cincinnati Bell Inc., as Servicer and sole member of Cincinnati Bell Funding LLC (Exhibit 99.2 to Current Report on Form 8-K, date of Report June 6, 2011, File No. 1-8519).
|
|
|
First Amendment to Purchase and Sale Agreement dated as of August 1, 2011, among the Originators identified therein, Cincinnati Bell Funding LLC and Cincinnati Bell Inc. as Servicer and sole member of Cincinnati Bell Funding LLC (Exhibit 99.2 to Current Report on Form 8-K, date of Report August 1, 2011, File No. 1-8519).
|
|
|
Second Amendment to Amended and Restated Purchase and Sale Agreement dated as of October 1, 2012, among the Originators identified therein, Cincinnati Bell Funding LLC and Cincinnati Bell Inc. as Servicer and sole member of Cincinnati Bell Funding LLC. (Exhibit 99.2 to Current Report on Form 8-K, date of Report October 1, 2012, File No. 1-8519).
|
|
|
Third Amendment to Amended and Restated Purchase and Sale Agreement, dated as of June 1, 2015, among Cincinnati Bell Wireless, LLC, Cincinnati Bell Funding LLC and Cincinnati Bell Inc. (Exhibit 10.2 to Current Report on Form 8-K date of Report June 1, 2015, File No. 1-8519).
|
|
|
Amended and Restated Receivables Purchase Agreement dated as of June 6, 2011, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, the Various Purchaser Groups identified therein, and PNC Bank, National Association, as Administrator and LC Bank (Exhibit 99.1 to Current Report on Form 8-K, date of Report June 6, 2011, File No. 1-8519).
|
|
|
First Amendment to Amended and Restated Receivables Purchase Agreement dated as of August 1, 2011, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, the Various Purchasers and Purchaser Agents identified therein, and PNC Bank, National Association, as Administrator and LC Bank (Exhibit 99.1 to Current Report on Form 8-K, date of Report August 1, 2011, File No. 1-8519).
|
|
|
Second Amendment to Amended and Restated Receivables Purchase Agreement dated as of June 4, 2012, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, the Various Purchaser Groups identified therein, and PNC Bank, National Association, as Administrator and LC Bank (Exhibit 99.1 to Current Report on Form 8-K, date of Report June 4, 2012, File No. 1-8519).
|
|
Third Amendment to Amended and Restated Receivables Purchase Agreement dated as of October 1, 2012, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, the Various Purchaser Groups identified therein, and PNC Bank, National Association, as Administrator and LC Bank. (Exhibit 99.1 to Current Report on Form 8-K, date of Report October 1, 2012, File No. 1-8519).
|
|
|
Fourth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of June 3, 2013, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell, Inc., as Servicer, the various Purchasers and Purchaser Agents identified therein, and PNC Bank, National Association, as Administrator (Exhibit 99.1 to Current Report on Form 8-K, date of Report June 3, 2013, File No. 1-8519).
|
|
|
Fifth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of September 13, 2013, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell, Inc., as Servicer, the various Purchasers and Purchaser Agents identified therein, and PNC Bank, National Association, as Administrator (Exhibit 10.16 to Annual Report on Form 10-K for the year ended December 31, 2013, File No. 1-8519).
|
|
|
Sixth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of June 2, 2014, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell, Inc., as Servicer, the various Purchasers and Purchaser Agents identified therein, and PNC Bank, National Association, as Administrator (Exhibit 99.1 to Current Report on Form 8-K, date of Report June 2, 2014, File No. 1-8519).
|
|
|
Seventh Amendment to Amended and Restated Receivables Purchase Agreement, dated as of September 30, 2014, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell, Inc., as Servicer, the various Purchasers and Purchaser Agents identified therein, and PNC Bank, National Association, as Administrator (Exhibit 10.17 to Annual Report on Form 10-K, date of Report February 26, 2015, File No. 1-8519).
|
|
|
Eighth Amendment to Amended and Restated Receivables Purchase Agreement, dated June 1, 2015, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell, Inc., as Servicer and Performance Guarantor, the various Purchasers and Purchaser Agents identified therein, and PNC Bank, National Association, as Administrator (Exhibit 10.1 to Current Report on Form 8-K, date of Report June 1, 2015, File No. 1-8519).
|
|
|
Ninth Amendment to Amended and Restated Receivables Purchase Agreement, dated May 27, 2016, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell, Inc., as Servicer and Performance Guarantor, the various Purchasers and Purchaser Agents identified therein, PNC Bank, National Association, as Administrator, and PNC Capital Markets LLC, as Structuring Agent (Exhibit 10.1 to Current Report on Form 8-K, date of Report May 27, 2016, File No. 1-8519).
|
|
|
Tenth Amendment to Amended and Restated Receivables Purchase Agreement, dated May 26, 2017, among Cincinnati Bell Funding LLC, Cincinnati Bell, Inc., as Servicer and Performance Guarantor, the various Purchasers and Purchaser Agents identified therein, PNC Bank, National Association, as Administrator for each Purchaser Group, as LC Bank and the Swingline Purchaser (Exhibit 10.2 to Current Report on Form 8-K, date of Report May 31, 2017, File No. 1-8519).
|
|
|
Credit Agreement by and among Cincinnati Bell, Inc., the Guarantor parties thereto, the Lender parties thereto, PNC Bank, National Association, as the Swingline Lender, and Morgan Stanley Senior Funding, Inc., as Administrative Agent, Collateral Agent, Swingline Lender and an L\C Issuer, dated October 2, 2017 (Exhibit 10.1 to Current Report on Form 8-K, date of Report October 3, 2017, File No. 1-8519).
|
|
(10.24)
*
|
|
Cincinnati Bell Inc. Pension Program, as amended and restated effective January 1, 2005 (Exhibit (10)(iii)(A)(3) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
|
(10.25)
*
|
|
Amendment to Cincinnati Bell Inc. Pension Program, effective December 31, 2011 (Exhibit 10.12 to Annual Report on Form 10-K for the year ended December 31, 2011, File No. 1-8519).
|
(10.26)
*
|
|
Restatement of the Cincinnati Bell Management Pension Plan executed December 22, 2016 (Exhibit 10.28 to Annual Report on Form 10-K for the year ended December 31, 2016, File No. 1-8519).
|
(10.27)
*
|
|
Restatement of the Cincinnati Bell Pension Plan executed December 22, 2016 (Exhibit 10.29 to Annual Report on Form 10-K for the year ended December 31, 2016, File No. 1-8519).
|
(10.28)
*
|
|
Amendment to Cincinnati Bell Management Pension Plan executed December 22, 2016 (Exhibit 10.30 to Annual Report on Form 10-K for the year ended December 31, 2016, File No. 1-8519).
|
(10.29)
*
|
|
Amendment to the Cincinnati Bell Pension Plan executed December 22, 2016 (Exhibit 10.31 to Annual Report on Form 10-K for the year ended December 31, 2016, File No. 1-8519).
|
(10.30)
*
|
|
Cincinnati Bell Inc. 2011 Short Term Incentive Plan (Appendix II to the Company's 2016 Proxy Statement on Schedule 14A filed March 17, 2016, File No. 1-8519).
|
(10.31)
*
|
|
Cincinnati Bell Inc. Deferred Compensation Plan for Outside Directors, as amended and restated as of January 1, 2005 (Exhibit (10)(iii)(A)(2) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
|
(10.32)
*
|
|
Amendment to Cincinnati Bell Inc. Deferred Compensation Plan for Outside Directors, as of November 7, 2016 (Exhibit 10.2 to Current Report on Form 8-K, date of Report November 7, 2016, File No. 1-8519).
|
(10.33)
*
|
|
Cincinnati Bell Inc. Executive Deferred Compensation Plan, as amended and restated effective January 1, 2005 (Exhibit (10)(iii)(A)(4) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
|
(10.34)
*
|
|
Amendment to Cincinnati Bell Inc. Executive Deferred Compensation Plan, as of November 7, 2016 (Exhibit 10.1 to Current Report on Form 8-K, date of Report November 7, 2016, File No. 1-8519).
|
(10.35)
*
|
|
Cincinnati Bell Inc. 2007 Long Term Incentive Plan, as amended (Appendix I to the Company's 2015 Proxy Statement on Schedule 14A filed March 20, 2015, File No. 1-8519).
|
(10.36)
*
|
|
Cincinnati Bell Inc. Form of Stock Option Agreement (2007 Long Term Incentive Plan) (Exhibit (10)(iii)(A)(22) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
|
(10.37)
*
|
|
Cincinnati Bell Inc. Form of Performance Restricted Stock Agreement (2007 Long Term Incentive Plan) (Exhibit (10)(iii)(A)(23) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
|
(10.38)
*
|
|
Cincinnati Bell Inc. Form of 2016 - 2018 Share-Based Performance Unit Award Agreement (2007 Long Term Incentive Plan) (Exhibit 10.40 to Annual Report on Form 10-K for the year ended December 31, 2016, File No. 1-8519).
|
|
Cincinnati Bell Inc. Form of 2017-2019 Share-Based Performance Award Agreement (2007 Long Term Incentive Plan).
|
|
(10.40)
*
|
|
Cincinnati Bell Inc. Form of Stock Appreciation Rights Agreement (Employees) (Exhibit (10)(iii)(A)(21) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
|
(10.41)
*
|
|
Cincinnati Bell Inc. Form of Restricted Stock Unit Award Agreement (2007 Long Term Incentive Plan)(Exhibit 10.45 to Annual Report for the year ended December 31, 2015, File No. 1-8519).
|
(10.42)
*
|
|
Cincinnati Bell Inc. 2007 Stock Option Plan for Non-Employee Directors, as amended (Appendix I to the Company's 2016 Proxy Statement on Schedule 14A filed on March 17, 2016, File No. 1-8519).
|
(10.43)
*
|
|
Cincinnati Bell Inc. 2017 Long-Term Incentive Plan (Appendix I to the Company's 2017 Proxy Statement on Schedule 14A filed on March 24, 2017, File No. 1-8519).
|
(10.44)
*
|
|
Cincinnati Bell Inc. 2017 Stock Plan for Non-Employee Directors (Appendix II to the Company's 2017 Proxy Statement on Schedule 14A filed on March 24, 2017, File No. 1-8519).
|
(10.45)
*
|
|
Executive Compensation Recoupment/Clawback Policy effective as of January 1, 2011 (Exhibit 99.1 to Current Report on Form 8-K, date of Report October 29, 2010, File No. 1-8519).
|
(10.46)
*
|
|
Amended and Restated Employment Agreement between Cincinnati Bell Inc. and Christopher J. Wilson effective January 1, 2015 (Exhibit 10.51 to Current Report on Form 10-K, date of report February 26, 2015, File No. 1-8519).
|
(10.47)
*
|
|
Employment Agreement between Cincinnati Bell Inc. and Christopher J. Wilson effective as of December 1, 2017 (Exhibit 10.4 to Current Report on Form 8-K, date of Report December 1, 2017, File No. 1-8519).
|
(10.48)
*
|
|
Employment Agreement dated as of February 6, 2013 between Cincinnati Bell Inc. and Theodore H. Torbeck (Exhibit 10.1 to Current Report on Form 8-K, date of Report January 31, 2013, File No. 1-8519).
|
(10.49)
*
|
|
Amended and Restated Employment Agreement between Cincinnati Bell Inc. and Leigh R. Fox effective as of September 1, 2016 (Exhibit 10.1 to Current Report on Form 8-K, date of Report September 1, 2016, File No. 1-8519).
|
(10.50)
*
|
|
Amended and Restated Employment Agreement between Cincinnati Bell Inc. and Leigh R. Fox effective as of March 1, 2017 (Exhibit 10.1 to Current Report on Form 8-K, date of Report March 1, 2017, File No. 1-8519).
|
(10.51)
*
|
|
Employment Agreement between Cincinnati Bell Inc. and Leigh R. Fox effective as of December 1, 2017 (Exhibit 10.1 to Current Report on Form 8-K, date of Report December 1, 2017, File No. 1-8519).
|
(10.52)
*
|
|
Employment Agreement dated as of May 5, 2014 between Cincinnati Bell Inc. and Joshua T. Duckworth (Exhibit 10.1 to Current Report on Form 8-K, date of Report May 5, 2014, 2014, File No. 1-8519).
|
(10.53)
*
|
|
Employment Agreement between Cincinnati Bell Inc. and Joshua T. Duckworth effective as of December 1, 2017 (Exhibit 10.5 to Current Report on Form 8-K, date of Report December 1, 2017, File No. 1-8519).
|
(10.54)
*
|
|
Amended and Restated Employment Agreement between Cincinnati Bell Inc. and Thomas E. Simpson dated as of January 27, 2015 (Exhibit 10.50 to Annual Report on Form 10-K, date of report February 26, 2015, File No. 1-8519).
|
(10.55)
*
|
|
Amended and Restated Employment Agreement between Cincinnati Bell Inc. and Thomas E. Simpson effective as of September 1, 2016 (Exhibit 10.1 to Current Report on Form 8-K, date of Report September 9, 2016, File No. 1-8519).
|
(10.56)
*
|
|
Employment Agreement between Cincinnati Bell Inc. and Thomas E. Simpson effective as of December 1, 2017 (Exhibit 10.3 to Current Report on Form 8-K, date of Report December 1, 2017, File No. 1-8519).
|
(10.57)
*
|
|
Employment Agreement between Cincinnati Bell Inc. and Andrew R. Kaiser effective as of September 1, 2016 (Exhibit 10.2 to Current Report on Form 8-K, date of Report September 1, 2016, File No. 1-8519).
|
|
(10.58)
*
|
|
Employment Agreement between Cincinnati Bell Inc. and Andrew R. Kaiser effective as of September 1, 2017 (Exhibit 10.1 to Current Report on Form 8-K, date of Report August 3, 2017, File No. 1-8519).
|
|
(10.59)
*
|
|
Employment Agreement between Cincinnati Bell Inc. and Andrew R. Kaiser effective as of December 1, 2017 (Exhibit 10.2 to Current Report on Form 8-K, date of Report December 1, 2017, File No. 1-8519).
|
|
(10.60)
*
|
|
Employment Agreement between Cincinnati Bell Inc. and Christi H. Cornette effective as of September 1, 2017 (Exhibit 10.2 to Current Report on Form 8-K, date of Report August 3, 2017, File No. 1-8519).
|
|
(10.61)
*
|
|
Employment Agreement between Cincinnati Bell Inc. and Christi H. Cornette effective as of December 1, 2017 (Exhibit 10.6 to Current Report on Form 8-K, date of Report December 1, 2017, File No. 1-8519).
|
|
(10.62)
*
|
|
Employment Agreement between Cincinnati Bell Inc. and Shannon M. Mullen effective as of December 1, 2017 (Exhibit 10.7 to Current Report on Form 8-K, date of Report December 1, 2017, File No. 1-8519).
|
|
|
Voting Agreement, dated as of July 9, 2017, among Cincinnati Bell Inc., Twin Haven Capital Partners, L.L.C. and the affiliates of Twin Haven Capital Partners, L.L.C. party thereto (Exhibit 10.1 to Current Report on Form 8-K, date of Report July 10, 2017, File No. 1-8519).
|
||
|
Commitment Letter, dated as of July 9, 2017, between Cincinnati Bell Inc. and Morgan Stanley Senior Funding, Inc. (Exhibit 10.2 to Current Report on Form 8-K, date of Report July 10, 2017, File No. 1-8519).
|
||
|
Calculation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends.
|
||
|
Code of Ethics for Senior Financial Officers, as adopted pursuant to Section 406 of Regulation S-K (Exhibit (10)(iii)(A)(15) to Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-8519).
|
||
|
Subsidiaries of the Registrant.
|
||
|
Consent of Independent Registered Public Accounting Firm.
|
||
|
Powers of Attorney.
|
||
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
|
|
|
|
|
|
|
|
(101.INS)**
|
|
XBRL Instance Document.
|
|
(101.SCH)**
|
|
XBRL Taxonomy Extension Schema Document.
|
|
(101.CAL)**
|
|
XBRL Taxonomy Calculation Linkbase Document.
|
|
(101.DEF)**
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
(101.LAB)**
|
|
XBRL Taxonomy Label Linkbase Document.
|
|
(101.PRE)**
|
|
XBRL Taxonomy Presentation Linkbase Document.
|
|
______________
|
|||
+ Filed herewith.
|
|||
* Management contract or compensatory plan required to be filed as an exhibit pursuant to Item 15(a)(3) of the Instruction to Form 10-K.
|
|||
** Submitted electronically with this report.
|
|||
The Company's reports on Form 10-K, 10-Q, 8-K, proxy and other information are available free of charge at the following website:
http://www.cincinnatibell.com
. Upon request, the Company will furnish a copy of the Proxy Statement to its security holders without charge, portions of which are incorporated herein by reference. The Company will furnish any other exhibit at cost.
|
|||
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
(dollars in millions)
|
|
Beginning of Period
|
|
Charge (Benefit) to Expenses
|
|
(To) From Other Accounts
|
|
Deductions
|
|
End of Period
|
||||||||||
Allowance for Doubtful Accounts
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year 2017
|
|
$
|
9.9
|
|
|
$
|
6.9
|
|
|
$
|
—
|
|
|
$
|
6.4
|
|
|
$
|
10.4
|
|
Year 2016
|
|
$
|
12.4
|
|
|
$
|
9.4
|
|
|
$
|
(2.0
|
)
|
|
$
|
9.9
|
|
|
$
|
9.9
|
|
Year 2015
|
|
$
|
12.4
|
|
|
$
|
8.5
|
|
|
$
|
—
|
|
|
$
|
8.5
|
|
|
$
|
12.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred Tax Valuation Allowance
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year 2017
|
|
$
|
54.4
|
|
|
$
|
(9.2
|
)
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
45.5
|
|
Year 2016
|
|
$
|
58.4
|
|
|
$
|
(3.6
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
54.4
|
|
Year 2015
|
|
$
|
64.4
|
|
|
$
|
(5.5
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
—
|
|
|
$
|
58.4
|
|
Form 10-K Part IV
|
|
Cincinnati Bell Inc.
|
|
|
|
|
|
Date:
|
February 26, 2018
|
|
/s/ Andrew R. Kaiser
|
|
|
|
|
Andrew R. Kaiser
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
Form 10-K Part IV
|
|
Cincinnati Bell Inc.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Leigh R. Fox
|
|
President and Chief Executive Officer
|
|
February 26, 2018
|
|
Leigh R. Fox
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Andrew R. Kaiser*
|
|
Chief Financial Officer
|
|
February 26, 2018
|
|
Andrew R. Kaiser
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Shannon M. Mullen*
|
|
Vice President and Corporate Controller
|
|
February 26, 2018
|
|
Shannon M. Mullen
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
Phillip R. Cox*
|
|
Chairman of the Board and Director
|
|
February 26, 2018
|
|
Phillip R. Cox
|
|
|
|
|
|
|
|
|
|
|
|
Theodore H. Torbeck*
|
|
Director
|
|
February 26, 2018
|
|
Theodore H. Torbeck
|
|
|
|
|
|
|
|
|
|
|
|
John W. Eck*
|
|
Director
|
|
February 26, 2018
|
|
John W. Eck
|
|
|
|
|
|
|
|
|
|
|
|
Jakki L. Haussler*
|
|
Director
|
|
February 26, 2018
|
|
Jakki L. Haussler
|
|
|
|
|
|
|
|
|
|
|
|
Craig F. Maier*
|
|
Director
|
|
February 26, 2018
|
|
Craig F. Maier
|
|
|
|
|
|
|
|
|
|
|
|
Russel P. Mayer*
|
|
Director
|
|
February 26, 2018
|
|
Russel P. Mayer
|
|
|
|
|
|
|
|
|
|
|
|
Lynn A. Wentworth*
|
|
Director
|
|
February 26, 2018
|
|
Lynn A. Wentworth
|
|
|
|
|
|
|
|
|
|
|
|
Martin J. Yudkovitz*
|
|
Director
|
|
February 26, 2018
|
|
Martin J. Yudkovitz
|
|
|
|
|
|
|
|
|
|
|
|
John M. Zrno*
|
|
Director
|
|
February 26, 2018
|
|
John M. Zrno
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*By: /s/ Leigh R. Fox
|
|
|
|
|
|
Leigh R. Fox
|
|
|
|
|
|
as attorney-in-fact and on his behalf
|
|
|
|
||
as President and Chief Executive Officer
|
|
||||
|
|
|
|
|
|
1.
|
“Disability Termination” means, with respect to the Employee, the termination of the Employee’s employment with the Employer because the Employee is unable to perform all of the duties of the Employee’s then current position with the Employer due to a physical or mental condition, provided that such inability to perform such duties is reasonably expected to be permanent.
|
a.
|
The Committee must determine that all of the above conditions are met for the Employee to be deemed to have incurred a Disability Termination.
|
b.
|
In order to make such a determination, the Committee may in its discretion require that the Employee’s condition of disability at the time of the Employee’s termination of employment be certified by a physician chosen or approved by the Committee or that the Employee present evidence that the Employee has been determined by the U.S. Social Security Administration to have been disabled at the time of such termination of employment.
|
2.
|
“EBITDA Result” means the quotient produced by dividing (a) the Employer’s earnings before interest, taxes, depreciation, and amortization for the Performance Period by (b) the approved EBITDA goal for each performance period, with such quotient expressed as a percentage to the nearest one-tenth of one percent. For all purposes of this Award and section 15 of the Plan, an EBITDA Result of 100% shall be deemed the “target” EBITDA Result.
|
3.
|
“EBITDA Result Percentage” means the EBITDA Result Percentage that is determined from the following table (which percentage is based on the EBITDA Result):
|
4.
|
“Invested Assets” is determined by calculating the average of the sum of PP&E (Property, Plant and Equipment) plus Intangibles plus Goodwill plus Net Working Capital.
|
5.
|
“NOPAT” means Net Operating Profit After Tax and is determined by subtracting depreciation and amortization from EBITDA and multiplying this result by one minus the tax rate.
|
6.
|
“Performance Period” means each period for which the value of Units may be calculated under this Award. The Performance Periods are:
|
a.
|
“2017 Performance Period,” which begins on January 1, 2017 and ends on December 31, 2017;
|
b.
|
“2017-2018 Performance Period,” which begins on January 1, 2017 and ends on December 31, 2018; and
|
c.
|
“2017-2019 Performance Period,” which begins on January 1, 2017 and ends on December 31, 2019.
|
7.
|
“Relative Total Shareholder Return” means the rank (by percentile) of the Company’s total shareholder return for the 2017-2019 Performance Period when compared to the total shareholder return for the 2017-2019 Performance Period of all companies in the Russell 2000 Index. For all purposes of this Award and section 15 of the Plan, a Relative Total Shareholder Return of at least the 45
th
but not greater than the 55
th
percentile shall be deemed the “target” Relative Total Shareholder Return.
|
8.
|
“Relative Total Shareholder Return Percentage” means the Relative Total Shareholder Return Percentage that is determined from the following table (which percentage is based on the Relative Total Shareholder Return):
|
If Relative Total Shareholder
Return Is:
|
Then Relative Total Shareholder Return Percentage Is:
|
Less than 35
th
Percentile
|
85%
|
At least 35
th
but less than 40
th
Percentile
|
90%
|
At least 40
th
but less than 45
th
Percentile
|
95%
|
At least 45
th
but not greater than 55
th
Percentile (“target” Relative Total Shareholder Return)
|
100%
|
Greater than 55
th
but not greater than 60
th
Percentile
|
105%
|
Greater than 60
th
but not greater than 65
th
Percentile
|
110%
|
Greater than 65
th
Percentile
|
115%
|
9.
|
“Retirement” means, with respect to the Employee, the Employee’s termination of employment with the Employer (a) after the Employee either has both attained at least age 55 and completed at least 10 years of employment with the Employer or has become eligible for retiree medical coverage under an Employer health care plan and (b) other than by reason of the Employee’s fraud, misappropriation or embezzlement, gross insubordination, failure to perform in good faith the Employee’s assigned duties, or any other reason for which a termination of employment would be deemed for “cause” under any employment agreement between the Employee and the Employer that is in effect at the time of the Employee’s termination of employment with the Employer.
|
10.
|
“Return on Invested Capital Result” means the quotient produced by dividing (a) NOPAT by (b) Invested Assets for each Performance Period, with such quotient expressed as a percentage to the nearest one-tenth of one percent. For all purposes of this Award and section 15 of the Plan, a Return on Invested Capital Results of 100% shall be deemed the “target” Return on Invested Capital Result.
|
11.
|
“Return on Invested Capital Result Percentage” means the Return on Invested Capital Result Percentage that is determined from the following table (which percentage is based on the Strategic Revenue Result):
|
If Return on Invested Capital Result Is:
|
Then Return on Invested Capital
Result Percentage Is:
|
<75%
|
0%
|
75%
|
75%
|
100% (“target” Return on Invested Capital Result)
|
100%
|
125% or greater
|
150%
|
12.
|
“Share-based Performance Unit Percentage” means the results calculated for the 2017 Performance Period, the 2017-2018 Performance Period, or the 2017-2019 Performance Period, determined for such Performance Period from the tables for the Strategic Revenue, EBITDA and Return on Invested Capital Results, collectively. Accordingly, the Share-based Performance Unit Percentage is a composite percentage (between 0% and 150%) of the Strategic Revenue Results Percentage, the EBITDA Results Percentage, and the Return on Invested Capital Result Percentage for the respective performance period, weighted equally.
|
13.
|
“Strategic Business” means the Employer’s Wireline segment (as identified in the Company’s reports).
|
14.
|
“Strategic Revenue Result” means the quotient produced by dividing (a) the revenue for the Performance Period of the Strategic Business by (b) the approved Strategic Revenue Goal for each Performance Period, with such quotient expressed as a percentage to the nearest one-tenth of one percent. For all purposes of this Award and section 15 of the Plan, a Strategic Revenue Result of 100% shall be deemed the “target” Strategic Revenue Result.
|
15.
|
“Strategic Revenue Result Percentage” means the Strategic Revenue Result Percentage that is determined from the following table (which percentage is based on the Strategic Revenue Result):
|
16.
|
“Target Number of Units on Cumulative Basis” means:
|
2017 Performance Period
|
GRANT CUSTOM 1
|
2017-2018 Performance Period
|
GRANT CUSTOM 2
|
2017-2019 Performance Period
|
NUMBER OF AWARDS GRANTED
|
1.
|
“payment date” means March 15, 2020 (or, if earlier, any date that occurs between January 1, 2020 and March 15, 2020 and that is chosen by the Company for payment of the amount, if any, to be distributed under this part of the Award); and
|
2.
|
“payment eligible” means, with respect to the Employee, either (i) that the Employee is still employed by the Employer on the payment date, (ii) that the Employee’s employment with the Employer ended after the date as of which this Award became effective and before the payment date because of the Employee’s Retirement or Disability Termination, or (iii) that the Employee’s employment with the Employer ended after December 31, 2019 and before the payment date because of the Employee’s death.
|
1.
|
first multiplying (a) the Target Number of Units on Cumulative Basis for the 2017 Performance Period by (b) the Share-based Performance Unit Percentage for the 2017 Performance Period;
|
2.
|
second multiplying (a) the Target Number of Units on Cumulative Basis for the 2017-2018 Performance Period by (b) the Share-based Performance Unit Percentage for the 2017-2018 Performance Period, and then subtracting the total number of Units (if any) calculated under step 1 above (except that the result of subtracting the number of Units calculated in step 1 above shall not in any event be deemed to be less than zero Units);
|
3.
|
third multiplying (a) the Target Number of Units on Cumulative Basis for the 2017-2019 Performance Period by (b) the Share-based Performance Unit Percentage for the 2017-2019 Performance Period, and then subtracting the total number of Units (if any) calculated under each of step 1 and step 2 above (except that the result of subtracting the number of Units calculated in each of step 1 and step 2 above shall not in any event be deemed to be less than zero Units);
|
4.
|
fourth, adding the total number of Units (if any) calculated under steps 1, 2 and 3 above; and
|
5.
|
fifth (and last), by multiplying (a) the result of step 4 above by (b) the Relative Total Shareholder Return Percentage (with the result of this step 5 rounded to the nearest whole number of Units).
|
1.
|
withholding an amount sufficient to meet such requirements from any amounts payable to or with respect to the Employee by the Employer other than by reason of this Award;
|
2.
|
retaining Shares having a fair market value, or cash, sufficient to meet such requirements from the Shares and cash that the Company would otherwise distribute pursuant to this Award; or
|
3.
|
combining the methods described in clauses 1 and 2 above.
|
1.
|
the Employee will accept and receive such Shares for the purpose of investment and not with a view to their resale or distribution;
|
2.
|
the Employee, upon receipt of such Shares, will furnish to the Company an investment letter in form and substance satisfactory to the Company;
|
3.
|
the Employee, prior to selling or offering for sale any such Shares, will furnish the Company with an opinion of counsel satisfactory to the Company to the effect that such sale may lawfully be made and will furnish the Company with such certifications as to factual matters as the Company may reasonably request; and
|
4.
|
the transfer agent holding the Employee’s Shares in book-entry form will be notified of the restrictions on sale or transfer.
|
1.
|
there automatically shall be substituted for each Unit that is still subject to this Award a Unit that on the date on which any distribution is to be made under this Award has a value equal to 100% of the fair market value (determined in accordance with the Plan’s terms for determining fair market value) of the number and kind of shares of stock or other securities into which each Share is changed or for which each Share is exchanged; and
|
2.
|
the Company shall make such other adjustments to the Units subject to provisions of the Plan and this Award as may be appropriate and equitable.
|
|
|
Year ended December 31
|
||||||||||||||||||
(dollars in millions)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Pre-tax income from continuing operations in consolidated subsidiaries plus fixed charges*
|
|
$
|
156.6
|
|
|
$
|
251.1
|
|
|
$
|
586.4
|
|
|
$
|
384.8
|
|
|
$
|
139.0
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expensed and capitalized
|
|
85.9
|
|
|
76.4
|
|
|
104.2
|
|
|
146.7
|
|
|
176.6
|
|
|||||
Appropriate portions of rentals
|
|
2.7
|
|
|
3.2
|
|
|
3.4
|
|
|
2.5
|
|
|
2.3
|
|
|||||
Total fixed charges
|
|
88.6
|
|
|
79.6
|
|
|
107.6
|
|
|
149.2
|
|
|
178.9
|
|
|||||
Pre-tax income required to pay preferred dividends
|
|
19.6
|
|
|
16.6
|
|
|
16.1
|
|
|
17.6
|
|
|
11.7
|
|
|||||
Total combined fixed charges and preferred dividends
|
|
$
|
108.2
|
|
|
$
|
96.2
|
|
|
$
|
123.7
|
|
|
$
|
166.8
|
|
|
$
|
190.6
|
|
Ratio of earnings to fixed charges
|
|
1.8
|
|
|
3.2
|
|
|
5.4
|
|
|
2.6
|
|
|
—
|
|
|||||
Coverage deficiency**
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
39.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to combined fixed charges and preferred dividends
|
|
1.4
|
|
|
2.6
|
|
|
4.7
|
|
|
2.3
|
|
|
—
|
|
|||||
Coverage deficiency**
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
$
|
51.6
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
* Earnings used in computing the ratio of earnings to combined fixed charges and preferred dividends consists of income from continuing operations before income taxes, adjusted to exclude loss from equity method investees and fixed charges except for capitalized interest, and adjusted to include dividends received from equity method investees.
|
||||||||||||||||||||
** For the period in which a coverage deficiency is presented, earnings were inadequate to cover fixed charges or combined fixed charges and preferred dividends by the amount of the deficiency.
|
Subsidiary Name
|
|
State or Country of Incorporation or Formation
|
Cincinnati Bell Shared Services LLC
|
|
Ohio
|
Cincinnati Bell Wireless LLC
|
|
Ohio
|
CBTS LLC
|
|
Delaware
|
Cincinnati Bell Entertainment Inc.
|
|
Ohio
|
Cincinnati Bell Funding LLC
|
|
Delaware
|
Twin Acquisition Corp.
|
|
Delaware
|
CB Escrow Corp.
|
|
Ohio
|
Cincinnati Bell Telephone Company LLC
|
|
Ohio
|
Cincinnati Bell Extended Territories LLC
|
|
Ohio
|
CBTS Technology Solutions LLC
|
|
Delaware
|
CBTS Canada Inc.
|
|
Ontario
|
OnX Holdings LLC
|
|
Delaware
|
CBTS Virginia LLC
|
|
Virginia
|
CBTS UK Limited
|
|
United Kingdom
|
OnX International S.A.R.L.
|
|
Luxembourg
|
OnX Holdings S.A.R.L.
|
|
Luxembourg
|
OnX UK Limited
|
|
United Kingdom
|
OnX Holdings 2 S.A.R.L.
|
|
Luxembourg
|
OnX Managed Services S.A.R.L.
|
|
Luxembourg
|
Momentum Digital Solutions Inc.
|
|
Ontario
|
OnX Enterprise Solutions Ltd.
|
|
Ontario
|
OnX Exchange Co. Inc.
|
|
Ontario
|
OnX USA LLC
|
|
Delaware
|
OnX Managed Services Inc.
|
|
Illinois
|
OnX Managed Services Inc.
|
|
Ontario
|
OnX Enterprise Solutions India LLP
|
|
India
|
/s/ Phillip R. Cox
|
Phillip R. Cox
|
Director
|
STATE OF OHIO
|
)
|
|
) SS:
|
COUNTY OF HAMILTON
|
)
|
/s/ Connie M. Vogt
|
Connie M. Vogt
|
Notary Public, State of Ohio
|
My commission expires 04-28-2020
|
/s/ John W. Eck
|
John W. Eck
|
Director
|
STATE OF OHIO
|
)
|
|
) SS:
|
COUNTY OF HAMILTON
|
)
|
/s/ Connie M. Vogt
|
Connie M. Vogt
|
Notary Public, State of Ohio
|
My commission expires 04-28-2020
|
/s/ Jakki L. Haussler
|
Jakki L. Haussler
|
Director
|
STATE OF OHIO
|
)
|
|
) SS:
|
COUNTY OF HAMILTON
|
)
|
/s/ Joseph P. Condren
|
Joseph P. Condren
|
Notary Public, State of Ohio
|
My commission expires 09-26-2020
|
/s/ Craig F. Maier
|
Craig F. Maier
|
Director
|
STATE OF OHIO
|
)
|
|
) SS:
|
COUNTY OF HAMILTON
|
)
|
/s/ Connie M. Vogt
|
Connie M. Vogt
|
Notary Public, State of Ohio
|
My commission expires 04-28-2020
|
/s/ Russel P. Mayer
|
Russel P. Mayer
|
Director
|
STATE OF OHIO
|
)
|
|
) SS:
|
COUNTY OF HAMILTON
|
)
|
/s/ Connie M. Vogt
|
Connie M. Vogt
|
Notary Public, State of Ohio
|
My commission expires 04-28-2020
|
/s/ Lynn A. Wentworth
|
Lynn A. Wentworth
|
Director
|
STATE OF OHIO
|
)
|
|
) SS:
|
COUNTY OF HAMILTON
|
)
|
/s/ Connie M. Vogt
|
Connie M. Vogt
|
Notary Public, State of Ohio
|
My commission expires 04-28-2020
|
/s/ Martin J. Yudkovitz
|
Martin J. Yudkovitz
|
Director
|
STATE OF OHIO
|
)
|
|
) SS:
|
COUNTY OF HAMILTON
|
)
|
/s/ Connie M. Vogt
|
Connie M. Vogt
|
Notary Public, State of Ohio
|
My commission expires 04-28-2020
|
/s/ John M. Zrno
|
John M. Zrno
|
Director
|
STATE OF OHIO
|
)
|
|
) SS:
|
COUNTY OF HAMILTON
|
)
|
/s/ Connie M. Vogt
|
Connie M. Vogt
|
Notary Public, State of Ohio
|
My commission expires 04-28-2020
|
/s/ Theodore H. Torbeck
|
Theodore H. Torbeck
|
Director
|
STATE OF OHIO
|
)
|
|
) SS:
|
COUNTY OF HAMILTON
|
)
|
/s/ Connie M. Vogt
|
Connie M. Vogt
|
Notary Public, State of Ohio
|
My commission expires 04-28-2020
|
1.
|
I have reviewed this annual report on Form 10-K of Cincinnati Bell Inc;
|
2.
|
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 the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure control and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 26, 2018
|
/s/ Leigh R. Fox
|
|
|
Leigh R. Fox
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Cincinnati Bell Inc;
|
2.
|
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 the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure control and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 26, 2018
|
/s/ Andrew R. Kaiser
|
|
|
Andrew R. Kaiser
|
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Leigh R. Fox
|
|
Leigh R. Fox
|
|
Chief Executive Officer
|
|
February 26, 2018
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Andrew R. Kaiser
|
|
Andrew R. Kaiser
|
|
Chief Financial Officer
|
|
February 26, 2018
|
|