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Cincinati Bell 2020 Combined Document

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Cincinati Bell 2020 Combined Document 2019 Annual Report Notice of Letter to 2020 Annual Meeting Report on Shareholders and Proxy Statement Form 10-K Contents Letter to Shareholders from the Chairman and the Chief Executive Officer Financial Highlights Board of Directors and Company Officers Notice of Annual Meeting of Shareholders Proxy Statement Report on Form 10-K A letter from the Chairman and the Chief Executive Officer Dear Shareholder: • In our IT Services and Hardware segment, we saw increased revenues from our Consulting, Cloud, and Communications practices. We are writing this letter at a historic time for our company, country, and world. Throughout our ongoing transformation, employees have consistently executed on our Fundamentals of Cincinnati Bell is intensely focused on supporting Simplicity, Collaboration, and Speed. We thank them employees, customers, and the communities we serve for their hard work and commitment, and look forward that are navigating challenges created by the to what the team will accomplish in 2020 and beyond. COVID-19 pandemic. 2019 Financial Highlights We are listening carefully to employees, customers, and • Cincinnati Bell achieved consolidated top-line business partners who continue to feel the weight of growth with revenues of $1.54 billion. We generated racial inequality in their daily lives, and we are investing Adjusted EBITDA of $405 million and positive free cash flow of $46 million. further in our Diversity and Inclusion initiatives. • Cincinnati Bell’s operating income totaled $73 million. And we are preparing for an exciting new chapter in the • Hawaiian Telcom contributed revenue of company’s history following our March announcement $347 million and Adjusted EBITDA of $99 million. that Macquarie Infrastructure Partners (“MIP”) would acquire us in a $2.9 billion transaction that is expected Two Distinct, Complementary Business Segments to close in the first half of 2021. Poised for Growth Entertainment & Communications Through all of these momentous events, we are proud E&C is our network business in Greater Cincinnati and of our 4,400 employees who are focused on delivering Hawaii that provides internet, voice, and video products an outstanding customer experience, supporting each to consumers and businesses over an expanding fiber other every day, and giving back to communities across network. Our E&C segment delivered $996 million in our footprint. revenue in 2019 and $366 million of Adjusted EBITDA – both year-over-year improvements. 2019 Business Highlights Cincinnati Bell and Hawaiian Telcom’s combined fiber 2019 was another impressive year for Cincinnati Bell as network now totals approximately 17,200 fiber route the company’s superior fiber assets and robust IT miles. services business continue to drive results. • In our Entertainment & Communications (“E&C”) Cincinnati Bell’s continued investment in dense metro segment, Fioptics is available to approximately 75% fiber has allowed us to lock in fiber density value for of Greater Cincinnati, which includes a combination of fiber-to-the-premise (“FTTP”) and shareholders as demand for faster data speed and fiber-to-the-node (“FTTN”) addresses. FTTP is broadband usage continues to accelerate. As a result of available to approximately 60% of Cincinnati’s total our investments, we have generated year-over-year E&C addressable market. Consumer / SMB Fiber is available to approximately 50% of Hawaii, which revenue growth each year since 2013. includes a combination of FTTP and FTTN addresses. FTTP is available to approximately 35% of Hawaii’s total addressable market. 1 IT Services and Hardware Recent Company Developments Our IT Services and Hardware segment continued its On March 13, 2020, together with MIP, we announced transformation from a traditional hardware reseller to a an agreement through which an MIP-controlled service-oriented IT solutions provider. The IT Services subsidiary will acquire all outstanding shares of and Hardware segment continues to generate Cincinnati Bell for $15.50 per share in a cash momentum across its expanded North American transaction valued at approximately $2.9 billion. On footprint, resulting in client diversification and the May 7, 2020, the shareholders of the Company ability to capitalize on higher margin service revenue approved the merger agreement at a virtual special opportunities. The IT Services and Hardware segment meeting of shareholders. We look forward to satisfying delivered $567 million in revenue. Adjusted EBITDA the remaining conditions necessary to finalize this was $54 million for the full year, up $6 million year- transaction. over-year, excluding the impact of General Electric Company’s (“GE”) insourcing initiatives. We are excited to partner with MIP, which knows how to invest in capital intensive businesses that employ We continue to report revenue generated by the four long-life, high-value, physical assets to create strong distinct practices of IT Services and Hardware – competitive positions in their respective markets. This Communications, Cloud, Infrastructure, and aligns well with Cincinnati Bell’s business and strategy. Consulting Services – to help shareholders understand the specific opportunities in this business as clients MIP is also experienced in telecommunications continue to adopt cloud-based solutions. infrastructure investing, supporting the development • Consulting revenue totaled $153 million for the full and operation of broadcast, towers, fiber, cable, wireless year, up $14 million year-over-year. networks and data centers. • Cloud revenue was $92 million in 2019, up $15 million compared to the prior year excluding insourcing initiatives from GE. Importantly, we believe this transaction will enable us to • Communications revenue was $199 million for the expand aggressively in territories where we see full year, up $20 million year-over-year. financially sound opportunities while significantly • Infrastructure Solutions revenue was $124 million in 2019, down $12 million for the year. reducing our debt. Our employees have done outstanding work in building our company, and this In total, the successful 2019 results in our E&C and IT agreement represents clear recognition of that work and Services and Hardware segments proved Cincinnati the incredible company we’ve built. Bell’s ability to leverage these two distinct but complementary assets. Cincinnati Bell’s E&C segment has deep roots where we build networks in Greater Cincinnati and Hawaii, while IT Services and Hardware has the ability to quickly expand our geographic reach using network centric technology to help business customers solve problems anywhere. 2 Impacting our Community Conclusion Cincinnati Bell continues to invest in the communities The future is bright for Cincinnati Bell and our team of we serve through strategic partnerships as well as talented employees. The transaction with MIP validates contributions of time and capital. The importance of the strategic investments we made that many of our these investments have only increased in recent months, peers failed to make, and recognizes our world-class and we are proud that our employees continue to talent with deep and wide operational expertise. We are embrace a model of servant leadership. For example: confident that 2020 and beyond will further showcase • We raised more than $80,000 to support schools our ability to operate and drive results in the E&C and across our footprint that are helping ensure students and their families have access to healthy meals, IT Services and Hardware segments. educational materials, and hygiene kits while schools are closed. On behalf of the Board of Directors and the Cincinnati • We have launched a partnership with multiple Bell leadership team, we thank you for your continued organizations in Greater Cincinnati and Hawaii to bring low-cost internet to thousands of K-12 support and confidence. students who currently lack connectivity in what is increasingly becoming a virtual learning world. • We have pledged $1 million to a new minority business fund being created through the Cincinnati USA Regional Chamber. The fund’s goal is to raise Lynn A. Wentworth over $100 million over time for the purpose of Chairman of the Board funding minority owned business growth in Cincinnati. • We are working with outside organizations that focus on driving conscience capitalism. This includes work in diversity and inclusion to ensure Leigh R. Fox that we create an environment where everyone can bring their “whole self” to work. Chief Executive Officer • Our employees collectively donated 20,000 volunteer hours in 2019 through the Employee Volunteer Program. • Cincinnati Bell and our employees donated more than $2 million toward economic development, health, and education initiatives in 2019. We support organizations that are focused on creating new jobs, building new businesses, and helping existing companies grow in the areas we serve to create a winning economic environment for everyone. 3 Use of Non-GAAP Financial Measures 2 Free cash flow provides a useful measure of operational This Letter to Shareholders and Proxy Statement performance, liquidity and financial health. The company contain information about adjusted earnings before defines free cash flow as cash provided by (used in) operating interest, taxes, depreciation, and amortization (adjusted activities, adjusted for restructuring and severance related payments, transaction and integration payments, less capital EBITDA). This non-GAAP financial measure is used by expenditures and
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