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(EDGAR Online via COMTEX) — Item 7.Management’s Discussion and Analysis of Financial Condition and After-effects of Operations



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This Annual Report on Form 10-K and the abstracts congenital by advertence herein accommodate advanced statements apropos approaching contest and after-effects that are accountable to the “safe harbor” accoutrement of the Private Securities Litigation Reform Act of 1995. All statements, added than statements of actual facts, are statements that could be accounted advanced statements. See “Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement” for added advice on advanced statements.



Pending Accretion by Brookfield



On December 21, 2019, the Aggregation entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Aggregation will be acquired by an associate of the Brookfield Basement Group (“Brookfield”), the basement advance analysis of Brookfield Asset Administration (the “Merger”). At the able time of the Merger (the “Effective Time”), anniversary of our issued and outstanding Accepted Shares will be adapted into the appropriate to accept $10.50 in banknote per Accepted Share, after interest, and the 6 3/4% Cumulative Convertible Adopted Shares will abide issued and outstanding as 6 3/4% Cumulative Convertible Adopted Shares of the Company, after par value, afterward the Able Time.

The cleanup of the Merger is accountable to accepted closing conditions, including (i) the acceptance of the Merger Agreement by the acknowledging vote of the holders of at atomic two-thirds of all outstanding Accepted Shares and 6 3/4% Cumulative Convertible Adopted Shares, voting as a distinct class; (ii) the cessation or aboriginal abortion of the applicative cat-and-mouse aeon beneath the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as adapted and (iii) the cancellation of any appropriate consents or approvals from (a) the Committee on Foreign Advance in the United States, (b) the Federal Communications Commission, (c) accompaniment accessible account and accompaniment accessible account commissions, and (d) bounded regulators in affiliation with the accouterment of telecommunications and media services; and (iv) the absence of any acknowledged abstemiousness preventing the cleanup of the Merger.

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

The Merger is accepted to abutting by the end of 2020, although there can be no affirmation that the Merger will action by that date. As a aftereffect of the Merger, the Aggregation will cease to be a about traded company.

Unsolicited Angle

On January 22, 2020, the Aggregation accustomed an unsolicited, non-binding angle from an basement armamentarium (the “Fund”) to admission all of the outstanding Accepted Shares for $12.00 per allotment in banknote (the “Proposal”). On January 23, 2020, the Aggregation commenced discussions with the Armamentarium apropos the Angle afterward the Board of Directors accepting fabricated the appropriate determinations beneath the Merger Agreement that acquiesce it to do so. The Board additionally reaffirmed its advocacy in abutment of the Merger.

Executive Summary

Segment after-effects declared in the Executive Summary and Consolidated After-effects of Operations area are net of intercompany and intersegment eliminations.

On July 2, 2018, the Aggregation acquired Hawaiian Telcom Holdco, Inc. (“Hawaiian Telcom”). The Unified Communications as a Account (“UCaaS”), hardware, and action connected ambit articles and casework provided by the Hawaiian Telcom business are included aural the IT Casework and Accouterments segment. The Entertainment and Communications articulation includes articles delivered by Hawaiian Telcom such as accelerated internet access, agenda subscriber lines, ethernet, committed internet access, indefeasible appropriate of use (“IRU”), video, articulation lines, chump connected ambit and agenda trunking.

Consolidated acquirement totaled $1,536.7 actor for the year concluded December 31, 2019, an admission of $158.5 actor compared to the aforementioned aeon in 2018, primarily due to the accretion of Hawaiian Telcom. Hawaiian Telcom contributed $346.7 actor and $175.0 actor of acquirement in 2019 and 2018, respectively. Acquirement advance from the accretion was partially account by the abatement in Bequest acquirement above the advance in acquirement from our cilia offerings in Cincinnati as able-bodied as the abatement of college allowance acquirement contributed by Accepted Electric Aggregation (“GE”) of $20.6 actor in the Billow practice. Fioptics acquirement in Cincinnati added $12.0 actor while Bequest acquirement in Cincinnati decreased $25.1 actor in 2019 compared to the aforementioned aeon in the above-mentioned year.

The increases in bulk of casework and products, selling, accepted and authoritative (“SG&A”), and abrasion and acquittal costs are primarily accompanying to the accretion of Hawaiian Telcom.

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Form 10-K Allotment II Cincinnati Bell Inc.

Operating assets in 2019 was $73.1 million, bottomward $10.2 actor compared to the aforementioned aeon in 2018. The acquirement accession from Hawaiian Telcom in accession to the abatement in transaction and affiliation costs were added than account by declines in Bequest acquirement and increases in bulk of casework and products, abrasion and acquittal and SG&A costs.

Loss afore assets taxes totaled $77.2 actor for the year concluded December 31, 2019, consistent in an admission in the accident of $16.8 actor as compared to the commensurable aeon in 2018. In accession to the items impacting operating income, the added accident afore assets taxes is primarily due to added absorption bulk accompanying to added debt acquired to armamentarium the accretion of Hawaiian Telcom.

Consolidated After-effects of Operations

Entertainment and Communications acquirement added in 2019 and 2018 compared to the aforementioned periods in the above-mentioned year primarily due to the accretion of Hawaiian Telcom, which contributed acquirement of $306.6 actor and $155.1 actor in 2019 and 2018, respectively. In Cincinnati, the advance in Fioptics partially mitigated the abatement in Bequest revenue. Fioptics acquirement in Cincinnati totaled $353.2 million, $341.2 actor and $309.9 actor for the years concluded December 31, 2019, 2018 and 2017, respectively, up 4% in 2019 and up 10% in 2018 from the commensurable above-mentioned year.

IT Casework and Accouterments acquirement added in 2019 compared to 2018 primarily due to the accretion of Hawaiian Telcom which contributed acquirement of $40.1 actor and $19.9 actor in 2019 and 2018, respectively. In accession to the appulse of the acquisition, added acquirement from the Communications and Consulting practices was partially account by lower acquirement in the Billow and Basement Solutions practices. Billow acquirement abatement is primarily due to lower acquirement contributed by GE of $20.6 actor due to GE insourcing assertive billow services. Acquirement added in 2018 compared to 2017 primarily due to the accretion of OnX that bankrupt in the fourth division of 2017, and to a bottom extent, the accretion of Hawaiian Telcom.

Operating costs

Entertainment and Communications costs added in 2019 and 2018 compared to the aforementioned periods in the above-mentioned year primarily due to the accretion of Hawaiian Telcom which contributed costs of $150.9 actor and $80.1 actor in 2019 and 2018, respectively. Excluding the appulse associated with the acquisition, costs of casework and articles decreased $9.9 actor and $0.6 actor for the years concluded December 31, 2019 and 2018, respectively, as compared to the commensurable periods in the above-mentioned year. The abatement in 2019 compared to 2018 is due to lower arrangement casework costs and lower bulk accompanying costs due to headcount reductions fabricated during restructuring initiatives that were accomplished in 2017 and 2018. The abatement in 2018 compared to 2017 is due to lower bulk accompanying costs consistent from restructuring initiatives which were partially account by added video agreeable costs due to college ante answerable by our agreeable providers.

IT Casework and Accouterments costs added in 2019 compared to 2018 due to added bulk and architect costs associated with assets activated to abutment the acquirement advance in the Communications and Consulting practices for the year concluded December 31, 2019 as compared to the aforementioned aeon in the above-mentioned year. In addition, Hawaiian Telcom contributed $21.9 actor and $9.8 actor to bulk of casework and articles in 2019 and 2018, respectively. Costs added in 2018 compared to the above-mentioned year commensurable aeon primarily due to bulk associated with headcount in abode for twelve months in 2018 adjoin three months in 2017 as a aftereffect of the accretion of OnX.

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Form 10-K Allotment II Cincinnati Bell Inc.

$ Change % Change $ Change % Change (dollars in millions) 2019 2018 2019 vs. 2018 2019 vs. 2018 2017 2018 vs. 2017 2018 vs. 2017 Selling, general, and

Entertainment and Communications SG&A costs were up in 2019 and 2018 compared to the aforementioned periods in the above-mentioned year primarily due to the accretion of Hawaiian Telcom. Hawaiian Telcom contributed SG&A bulk of $64.2 actor and $32.9 actor in 2019 and 2018, respectively. SG&A costs additionally added in 2019 compared to the above-mentioned year due to an admission in announcement bulk and the bad debt assets for assertive receivables with a broad chump that filed for defalcation in the aboriginal division of 2019 whose collectability charcoal uncertain. These increases were partially account as the articulation continues to focus on bulk ascendancy and acumen synergies with Hawaiian Telcom. The admission in 2018 as compared to 2017 was partially account by lower bulk costs in Cincinnati that are a aftereffect of headcount reductions from restructuring initiatives that were accomplished in the aboriginal division of 2017.

IT Casework and Accouterments SG&A costs added in 2019 compared to the above-mentioned year due to added bulk contributed by Hawaiian Telcom. Hawaiian Telcom contributed SG&A costs of $9.4 actor and $5.4 actor in 2019 and 2018, respectively. The admission in 2019 was partially account by lower bulk costs consistent from headcount reductions agitated out in 2018. SG&A costs were up in 2018 compared to 2017 primarily due to bulk associated with headcount in abode for twelve months in 2018 adjoin three months in 2017 as a aftereffect of the accretion of OnX.

Corporate SG&A costs added in 2019 apprenticed abundantly by college bulk accompanying costs. In 2018, assertive functions ahead allocated to Accumulated were bigger accumbent with the articulation these functions abutment and costs allocated to those segments, consistent in lower costs in 2018 compared to 2017.

The admission in Entertainment and Communications abrasion and acquittal bulk in 2019 and 2018 adjoin the above-mentioned year commensurable periods is due to the accretion of Hawaiian Telcom and the accompanying admission in affluence and property, bulb and equipment.

The admission in IT Casework and Accouterments abrasion and acquittal bulk in 2019 compared to the aforementioned aeon in 2018 is due to accelerated abrasion for assertive arrangement assets that were bent in the aboriginal division of 2019 to accept a beneath advantageous activity due to a change in chump requirements. Hawaiian Telcom additionally contributed $3.8 actor to abrasion bulk in the year concluded December 31, 2019. The admission in 2018 compared to the aforementioned aeon in the above-mentioned year is primarily accompanying to the acquittal of abstract assets acquired as allotment of the SunTel Casework LLC (“SunTel”) and OnX acquisitions, as able-bodied as abrasion bulk accompanying to acquired property, bulb and equipment.

Restructuring and severance accuse recorded in 2019 in the Entertainment and Communications articulation are primarily accompanying to a severance affairs for assertive administration advisers as the Aggregation continues its efforts to apprehend synergies from the accretion of Hawaiian Telcom. The IT Casework and Accouterments articulation additionally recorded restructuring and severance accuse in 2019 associated with initiatives to abate and accommodate costs as able-bodied as headcount reductions as a aftereffect of insourcing initiatives by one of our cogent customers.

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Form 10-K Allotment II Cincinnati Bell Inc.

Restructuring and severance accuse recorded in 2018 are primarily accompanying to connected efforts to apprehend synergies afterward the acquisitions of Hawaiian Telcom and OnX. In the fourth division of 2018, there was a autonomous severance affairs (“VSP”) for assertive administration advisers in the Entertainment and Communications articulation as able-bodied as Corporate. In the additional division of 2018, the Aggregation incurred severance costs associated with initiatives to abate costs in the IT Casework and Accouterments segment. In addition, a restructuring allegation associated with charter abandonment of $0.8 actor was recorded in the additional division of 2018 accompanying to an appointment amplitude that will no best be utilized.

In 2017, restructuring and severance accompanying accuse were associated with the Company-initiated reorganizations aural both segments of the business that resulted in headcount reductions. The reorganizations were advised to added appropriately adjust the Aggregation for approaching advance and abate acreage and arrangement costs aural our bequest chestnut network.

Transaction and affiliation costs incurred in 2019, recorded as a Accumulated expense, are primarily due to the awaiting accretion by Brookfield entered into in the fourth division of 2019. Transaction and affiliation costs incurred in 2018 are due to the accretion of Hawaiian Telcom that bankrupt in the third division of 2018. Transaction and affiliation costs incurred in 2017 are due to the accretion of SunTel in the aboriginal division of 2017, the accretion of OnX that bankrupt in the fourth division of 2017, and costs incurred arch up to the accretion of Hawaiian Telcom.

Non-operating costs (income)

Interest bulk added in 2019 compared to the aforementioned aeon in 2018 primarily due to absorption incurred on the amounts outstanding on the Receivables Facility and the Revolving Acclaim Facility acclimated to partially armamentarium the banknote allocation of the accretion of Hawaiian Telcom. Absorption bulk added in 2018 compared to commensurable aeon in the above-mentioned year due to costs affairs that took abode during the fourth division of 2017. The Aggregation entered into the $600.0 actor Tranche B Term Loan due 2024, issued $350.0 actor 8% Senior Notes, and repaid the actual $315.8 actor Tranche B Term Loan due 2020 outstanding beneath its antecedent Accumulated Acclaim Agreement with the accretion from the $600.0 actor Tranche B Term Loan due 2024.

Other apparatus of alimony and postretirement account affairs bulk was lower in 2018 compared to 2017 primarily due to a $4.0 actor alimony adjustment allegation for the Cincinnati Bell Alimony Plan (“CBPP”) in 2017 as a aftereffect of the agglomeration sum payments to CBPP participants above the sum of the account bulk and absorption bulk basic of net alimony bulk for the year.

In 2017, the Aggregation accustomed a accretion of $117.7 actor on the auction of 2.8 actor CyrusOne accepted shares.

Income tax bulk fluctuates based on changes in assets from continuing operations afore assets taxes, adapted for non-deductible expenses, as able-bodied as bulk changes. In periods after tax law changes, the Aggregation expects its able tax bulk to beat approved ante due to non-deductible expenses. Non-deductible costs accompanying to the Brookfield transaction were incurred during 2019 in the bulk of $11.1 million. Non-deductible costs accompanying to the acquisitions of Hawaiian Telcom and OnX were incurred during 2018 and 2017 in the bulk of $9.0 actor and $10.4 million, respectively. In addition, changes in the appraisal allowance appulse assets tax expense. In 2018, a appraisal allowance of $14.8 actor was accustomed adjoin non-deductible interest, which added by $1.8 actor in 2019. Appraisal allowances on accompaniment NOLs decreased in 2019 by $2.9 actor compared to the above-mentioned year.

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Form 10-K Allotment II Cincinnati Bell Inc.

The Aggregation uses federal and accompaniment net operating accident carryforwards to acquit acquittal of federal and accompaniment tax liabilities. The Aggregation additionally had cogent Alternative Minimum Tax (“AMT”) refundable tax acclaim carryforwards accessible to account approaching assets tax liabilities. The Aggregation fabricated elections on its 2016 and 2017 assets tax allotment to affirmation the accessible allocation of these credits in lieu of claiming benefit depreciation. The Aggregation accustomed refunds of AMT credits in the amounts of $14.9 actor and $14.8 actor in 2018 and 2017, respectively, accompanying to this matter. The Aggregation additionally accustomed a acquittance of $1.7 actor in AMT credits in 2019. Actual AMT credits outstanding absolute $1.7 actor and are accepted be refunded by 2023.

Discussion of Operating Articulation After-effects

The Aggregation manages its business based aloft artefact and account offerings. For the years concluded December 31, 2019, 2018, and 2017, we operated two business segments: Entertainment and Communications and IT Casework and Hardware. Assertive accumulated authoritative costs accept been allocated to our business segments based aloft the attributes of the bulk and the about admeasurement of the segment. Intercompany affairs amid segments accept been eliminated.

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Form 10-K Allotment II Cincinnati Bell Inc.

Entertainment and Communications

The Entertainment and Communications articulation provides articles and casework that can be categorized as either Fioptics in Cincinnati or Consumer/SMB Cilia in Hawaii (collectively, “Consumer/SMB Fiber”), Action Cilia or Legacy. Cincinnati Bell Telephone Aggregation LLC (“CBT”), a accessory of the Company, is the bounden bounded barter carrier (“ILEC”) for a cartography that covers a ambit of about 25 afar about Cincinnati, Ohio, and includes genitalia of arctic Kentucky and southeastern Indiana. CBT has operated in this area for over 145 years. Articulation and abstracts casework in the Action Cilia and Bequest categories that are delivered above the Company’s ILEC territory, decidedly in Dayton and Mason, Ohio, are provided through the operations of Cincinnati Bell Extended Territories LLC (“CBET”), a accessory of CBT. On July 2, 2018, the Aggregation acquired Hawaiian Telcom. Hawaiian Telcom is the ILEC for the Accompaniment of Hawaii and the better abounding account provider of communications casework and articles in the state. Originally congenital in Hawaii in 1883 as Mutual Telephone Company, Hawaiian Telcom has a able ancestry of over 135 years as Hawaii’s communications carrier. Its casework are offered on all of Hawaii’s above islands, except its video service, which currently is alone accessible on the island of Oahu.

Consumer/SMB Cilia articles accommodate accelerated internet access, articulation curve and video. The Aggregation is able to bear speeds of up to 30 megabits or added to about 75% of Greater Cincinnati and up to 20 megabits or added to about 50% of Hawaii’s absolute addressable market.

Enterprise Cilia articles accommodate metro-ethernet, committed internet access, wavelength, IRU contracts, and wireless backhaul to macro-towers and baby cells. As action barter drift from bequest articles and copper-based technology, our metro-ethernet artefact becomes the adopted adjustment of carriage due to its adeptness to abutment assorted applications on a distinct concrete connection.

Legacy articles accommodate acceptable articulation lines, chump connected distance, switched access, agenda trunking, DSL, DS0, DS1, DS3 and added value-added casework such as addition identification, voicemail, alarm cat-and-mouse and alarm return.

Feb 24, 2020

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