<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-8519
--------------------------
CBIS RETIREMENT AND SAVINGS PLAN
--------------------------
CINCINNATI BELL INC.
201 East Fourth Street
Cincinnati, Ohio 45202
<PAGE>
INDEX
<TABLE>
<CAPTION>
PAGES
<S> <C>
Report of Independent Accountants .............................................. 1
Financial Statements:
Statement of Net Assets Available for Benefits as of December 31, 1997 .... 2-3
Statement of Net Assets Available for Benefits as of December 31, 1996 .... 4-5
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1997 ........................ 6-7
Notes to Financial Statements ............................................. 8-12
Schedules:
Item 27 (a)-Schedule of Assets Held for
Investment Purposes as of December 31, 1997 .......................... 13
Item 27(d)-Schedule of Reportable Transactions for
the Year Ended December 31, 1997 ..................................... 14
</TABLE>
Other schedules are omitted because the information required is contained in the
financial statements.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Benefits Committee of the
CBIS Retirement and Savings Plan
We have audited the accompanying statements of net assets available for
benefits of the CBIS Retirement and Savings Plan as of December 31, 1997 and
1996, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1997. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as
of December 31, 1997 and 1996, and the changes in net assets available for
benefits for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets
Held for Investment Purposes as of December 31, 1997 and Schedule of
Reportable Transactions for the Year Ended December 31, 1997 are presented
for the purpose of additional analysis and are not a required part of the
basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The fund
information in the statement of net assets available for benefits and the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets
available for benefits and changes in net assets available for benefits of
each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects, in relation to the basic financial statements taken as a whole.
/s/ Coopers & Lybrand L.L.P.
Cincinnati, Ohio
June 19, 1998
1
<PAGE>
CBIS RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Cincinnati
Bell Inc. Fidelity
Common Growth SunTrust
Shares Stock Company Fixed Income Money
ASSETS Fund Fund Fund Market Fund
- -------------------------------------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Investments (cost of $82,169,620) :
Temporary cash investments $ 371,285
Money market funds $ 154,512
Cincinnati Bell Inc. shares 78,164,409
Mutual funds $23,746,350 $9,943,929
Loans to participants
------------ ----------- ------------ -----------
Total investments 78,535,694 23,746,350 9,943,929 154,512
Contributions receivable:
Employer 175,072
Employee
Dividends and interest receivable 511 651
------------ ----------- ------------ -----------
Total assets 78,711,277 23,746,350 9,943,929 155,163
LIABILITIES
Accrued expenses
------------ ----------- ------------ -----------
Net assets available for benefits $78,711,277 $23,746,350 $9,943,929 $155,163
------------ ----------- ------------ -----------
------------ ----------- ------------ -----------
<CAPTION>
SunTrust
Short- SunTrust
SunTrust Term SunTrust Sunbelt
Capital Bond Balanced Equity
ASSETS Growth Fund Fund Fund Fund
- -------------------------------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Investments (cost of $82,169,620) :
Temporary cash investments
Money market funds
Cincinnati Bell Inc. shares
Mutual funds $12,418,882 $461,097 $8,707,734 $3,282,837
Loans to participants
----------- -------- ---------- ----------
Total investments 12,418,882 461,097 8,707,734 3,282,837
Contributions receivable:
Employer
Employee
Dividends and interest receivable
----------- -------- ---------- ----------
Total assets 12,418,882 461,097 8,707,734 3,282,837
LIABILITIES
Accrued expenses
----------- -------- ---------- ----------
Net assets available for benefits $12,418,882 $461,097 $8,707,734 $3,282,837
----------- -------- ---------- ----------
----------- -------- ---------- ----------
</TABLE>
CONTINUED
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
2
<PAGE>
CBIS RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, CONTINUED
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Vanguard
SunTrust Index Trust
Value Baron 500 Templeton
Income Asset Portfolio Foreign
ASSETS Fund Fund Fund Fund
- ---------------------------------------------------------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Investments (cost of $82,169,620) :
Temporary cash investments
Money market funds
Cincinnati Bell Inc. shares
Mutual funds $5,415,917 $3,175,998 $4,109,206 $4,588,589
Loans to participants
---------- ---------- ---------- ----------
Total investments 5,415,917 3,175,998 4,109,206 4,588,589
Contributions receivable:
Employer
Employee
Dividends and interest receivable 24,288
---------- ---------- ---------- ----------
Total assets 5,415,917 3,175,998 4,133,494 4,588,589
LIABILITIES
Accrued expenses
---------- ---------- ---------- ----------
Net assets available for benefits $5,415,917 $3,175,998 $4,133,494 $4,588,589
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
<CAPTION>
ASSETS Loan Fund Unallocated Total
- ---------------------------------------------------------------- ---------- ----------- ------------
<S> <C> <C> <C>
Investments (cost of $82,169,620) :
Temporary cash investments $ 43,067 $ 414,352
Money market funds 154,512
Cincinnati Bell Inc. shares 78,164,409
Mutual funds 75,850,539
Loans to participants $4,212,824 4,212,824
---------- ----------- ------------
Total investments 4,212,824 43,067 158,796,636
Contributions receivable:
Employer 175,072
Employee 391,622 391,622
Dividends and interest receivable 25,450
---------- ----------- ------------
Total assets 4,212,824 434,689 159,388,780
LIABILITIES
Accrued expenses 32,212 32,212
---------- ----------- ------------
Net assets available for benefits $4,212,824 $402,477 $159,356,568
---------- ----------- ------------
---------- ----------- ------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
3
<PAGE>
CBIS RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
Cincinnati
Bell Inc. Fidelity
Common Fidelity Growth
Shares Stock Balanced Company Fixed Income
ASSETS Fund Fund Fund Fund
- -------------------------------------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Investments (cost of $72,784,237) :
Temporary cash investments
Cincinnati Bell Inc. shares $76,691,858
Mutual funds $8,087,008 $20,533,579 $ 9,591,234
Contracts with insurance companies 457,510
Loans to participants
------------ ----------- ------------ -----------
Total investments 76,691,858 8,087,008 20,533,579 10,048,744
Contributions receivable:
Employer 154,835
Employee
Dividends and interest receivable 1,399
------------ ----------- ------------ -----------
Total assets 76,846,693 8,087,008 20,533,579 10,050,143
LIABILITIES
Accrued expenses
------------ ----------- ------------ -----------
Net assets available for benefits $76,846,693 $8,087,008 $20,533,579 $10,050,143
------------ ----------- ------------ -----------
------------ ----------- ------------ -----------
<CAPTION>
SunTrust
Short- SunTrust
SunTrust Term SunTrust Sunbelt
Capital Bond Balanced Equity
ASSETS Growth Fund Fund Fund Fund
- -------------------------------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Investments (cost of $72,784,237) :
Temporary cash investments
Cincinnati Bell Inc. shares
Mutual funds $9,008,543 $407,858 $1,000,544 $2,253,623
Contracts with insurance companies
Loans to participants
----------- ----------- ----------- -----------
Total investments 9,008,543 407,858 1,000,544 2,253,623
Contributions receivable:
Employer
Employee
Dividends and interest receivable
----------- ----------- ----------- -----------
Total assets 9,008,543 407,858 1,000,544 2,253,623
LIABILITIES
Accrued expenses
----------- ----------- ----------- -----------
Net assets available for benefits $9,008,543 $407,858 $1,000,544 $2,253,623
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
CONTINUED
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
4
<PAGE>
CBIS RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, CONTINUED
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
SunTrust
Value Templeton
Income Foreign
ASSETS Fund Fund Loan Fund Unallocated Total
- --------------------------------------------------------- ---------- ---------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Investments (cost of $72,784,237) :
Temporary cash investments $ 66,138 $ 66,138
Cincinnati Bell Inc. shares 76,691,858
Mutual funds $2,977,322 $2,867,083 56,726,794
Contracts with insurance companies 457,510
Loans to participants $3,700,235 3,700,235
---------- ---------- ---------- ----------- ------------
Total investments 2,977,322 2,867,083 3,700,235 66,138 137,642,535
Contributions receivable:
Employer 154,835
Employee 332,864 332,864
Dividends and interest receivable 1,399
---------- ---------- ---------- ----------- ------------
Total assets 2,977,322 2,867,083 3,700,235 399,002 138,131,633
LIABILITIES
Accrued expenses 45,585 45,585
---------- ---------- ---------- ----------- ------------
Net assets available for benefits $2,977,322 $2,867,083 $3,700,235 $353,417 $138,086,048
---------- ---------- ---------- ----------- ------------
---------- ---------- ---------- ----------- ------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
5
<PAGE>
CBIS RETIREMENT AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Cincinnati
Bell Inc. Fidelity
Common Fidelity Growth SunTrust
Shares Stock Balanced Company Fixed Income Money
ASSETS Fund Fund Fund Fund Market Fund
- -------------------------------------- ------------ ----------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Additions:
Employee contributions $ 1,565,468 $ 304,048 $ 2,568,356 $ 808,451 $ 50,180
Company contributions 3,816,071
Investment income:
Interest 7,132 78,896 38,506 4,224
Dividends 1,085,664 11,600
Net appreciation (depreciation)
in fair value of investments 367,919 501,010 3,636,982 440,826
------------ ----------- ------------ ------------ -----------
Total additions 6,835,122 812,190 6,295,834 1,287,783 54,404
Deductions:
Distributions to participants 2,682,327 294,891 1,044,204 448,504
Administrative expenses 34,334 296 10,672 34,845 73
------------ ----------- ------------ ------------ -----------
Total deductions 2,716,661 295,187 1,054,876 483,349 73
Fund transfers (2,253,877) (8,604,011) (2,028,187) (910,648) 100,832
------------ ----------- ------------ ------------ -----------
Net increase (decrease) 1,864,584 (8,087,008) 3,212,771 (106,214) 155,163
------------ ----------- ------------ ------------ -----------
Net assets available for benefits
December 31, 1996 $ 76,846,693 $ 8,087,008 $ 20,533,579 $10,050,143 $ 0
------------ ----------- ------------ ------------ -----------
Net assets available for benefits
December 31, 1997 $ 78,711,277 $ 0 $ 23,746,350 $ 9,943,929 $155,163
------------ ----------- ------------ ------------ -----------
------------ ----------- ------------ ------------ -----------
<CAPTION>
SunTrust
Short- SunTrust
SunTrust Term SunTrust Sunbelt
Capital Bond Balanced Equity
ASSETS Growth Fund Fund Fund Fund
- -------------------------------------- ------------ ----------- ----------- ----------
<S> <C> <C> <C> <C>
Additions:
Employee contributions $ 1,123,577 $ 124,288 $ 691,607 $ 524,706
Company contributions
Investment income:
Interest 40,240 1,877 22,928 14,691
Dividends 71,522 21,949 125,203
Net appreciation (depreciation)
in fair value of investments 2,673,784 (48,684) 866,969 537,216
------------ ----------- ----------- ----------
Total additions 3,909,123 99,430 1,706,707 1,076,613
Deductions:
Distributions to participants 412,636 45,210 118,655 200,376
Administrative expenses 5,150 263 3,730 1,583
------------ ----------- ----------- ----------
Total deductions 417,786 45,473 122,385 201,959
Fund transfers (80,998) (718) 6,122,868 154,560
------------ ----------- ----------- ----------
Net increase (decrease) 3,410,339 53,239 7,707,190 1,029,214
------------ ----------- ----------- ----------
Net assets available for benefits
December 31, 1996 $ 9,008,543 $ 407,858 $1,000,544 $2,253,623
------------ ----------- ----------- ----------
Net assets available for benefits
December 31, 1997 $ 12,418,882 $ 461,097 $8,707,734 $3,282,837
------------ ----------- ----------- ----------
------------ ----------- ----------- ----------
</TABLE>
CONTINUED
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
6
<PAGE>
CBIS Retirement and Savings Plan
Statement of Changes in Net Asset Available for Benefits, Continued
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Vanguard
SunTrust Index Trust
Value Baron 500 Templeton
Income Asset Portfolio Foreign
ASSETS Fund Fund Fund Fund
- ---------------------------------------------------------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Additions:
Employee contributions $ 696,740 $ 307,347 $ 459,154 $ 701,725
Company contributions
Investment income:
Interest 16,868 5,038 7,982 13,158
Dividends 89,704 35,008 124,895
Net appreciation in fair value of investments 905,073 564,111 451,930 4,772
---------- ---------- ---------- ----------
Total additions 1,708,385 876,496 954,074 844,550
Deductions:
Distributions to participants 96,930 34,445 52,405 228,407
Administrative expenses 2,254 989 1,442 2,186
---------- ---------- ---------- ----------
Total deductions 99,184 35,434 53,847 230,593
Fund transfers 829,394 2,334,936 3,233,267 1,107,549
---------- ---------- ---------- ----------
Net increase 2,438,595 3,175,998 4,133,494 1,721,506
---------- ---------- ---------- ----------
Net assets available for benefits December 31, 1996 $2,977,322 $ 0 $ 0 $2,867,083
---------- ---------- ---------- ----------
Net assets available for benefits December 31, 1997 $5,415,917 $3,175,998 $4,133,494 $4,588,589
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
<CAPTION>
ASSETS Loan Fund Unallocated Total
- ---------------------------------------------------------------- ---------- ----------- ------------
<S> <C> <C> <C>
Additions:
Employee contributions $ 9,925,647
Company contributions $ 58,758 3,874,829
Investment income:
Interest $ 653,062 81 904,683
Dividends 1,565,545
Net appreciation in fair value of investments 10,901,908
---------- ----------- ------------
Total additions 653,062 58,839 27,172,612
Deductions:
Distributions to participants 135,506 5,794,496
Administrative expenses 9,779 107,596
---------- ----------- ------------
Total deductions 135,506 9,779 5,902,092
Fund transfers (4,967) 0
---------- ----------- ------------
Net increase 512,589 49,060 21,270,520
---------- ----------- ------------
Net assets available for benefits December 31, 1996 $3,700,235 $353,417 $138,086,048
---------- ----------- ------------
Net assets available for benefits December 31, 1997 $4,212,824 $402,477 $159,356,568
---------- ----------- ------------
---------- ----------- ------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
7
<PAGE>
CBIS RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION AND ACCOUNTING POLICIES:
a. GENERAL: The CBIS Retirement and Savings Plan ("the Plan") is
available to eligible employees at Cincinnati Bell Information Systems
Inc. ("CBIS"), CBIS International Inc. and CBIS International Services
Inc., which are wholly-owned subsidiaries of Cincinnati Bell, Inc. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). The contributions and earnings are
taxable to the partiicpants, subject to certain exceptions, upon
withdrawal from the Plan. The defined contribution plan is
administered by a committee (the "Plan Committee") appointed in
accordance with the provisions of the Plan. The trustee to the Plan is
Sun Trust Banks, Inc. Participants should refer to the Plan document
for a complete description of the Plan.
b. EMPLOYEE CONTRIBUTIONS: Participants in the Plan may contribute up to
16% of their compensation to the Plan in before-tax dollars.
Participants' before-tax contributions could not exceed $9,500 for
each of the calendar years ending 1997 and 1996. Participants may
contribute to the Plan on an after-tax basis. Total before-tax and
after-tax contributions may not exceed 16% of a participant's
compensation. The participants specify the manner in which their own
contribution shall be invested in the available funds. Participants
may elect to change the manner in which contributions are allocated
and may also transfer contributions from one fund to another.
c. EMPLOYER CONTRIBUTIONS: The Company was required to make monthly
matching contributions of the lesser of 66 2/3% in 1997 and 1996 of
the before-tax contributions of the participants or 4% of the
participant's covered compensation. All employer contributions are
allocated to the Cincinnati Bell Inc. Common Shares Stock Fund.
Participants vest in employer contributions as follows:
<TABLE>
<CAPTION>
VESTING
YEARS OF SERVICE PERCENTAGE
- --------------------------------------------------------------- ----------
<S> <C>
Less than 2 years 0%
2 30%
3 50%
4 75%
5 100%
</TABLE>
d. DISTRIBUTIONS TO PARTICIPANTS: Distributions are made to participants,
or their beneficiary, upon termination of employment, attainment of
age 70-1/2, death, disability, or financial hardship.
8
<PAGE>
CBIS RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. PLAN DESCRIPTION AND ACCOUNTING POLICIES, CONTINUED:
e. PARTICIPANT LOANS: Loans are available to participants from their
individual accounts. For each participant, the number of loans
outstanding is limited to two, and no more than two loans are allowed
to originate during a single Plan year. The minimum amount of any loan
is $1,000, while the maximum amount cannot exceed the lesser of 50% of
the vested value of the participant's Plan account or $50,000, reduced
by any outstanding loan balances. The interest rate charged, generally
the prime lending rate plus 1%, is determined by the Plan Committee.
For the year ended December 31, 1997 the loan rate was 9.5% and for
the year ended December 31, 1996, loan rate was 9.25%. The minimum
term of a loan is one year and the maximum term is five years, unless
the loan is used to acquire the participant's principal residence, in
which case the term of the loan may not exceed fifteen years.
f. TEMPORARY CASH INVESTMENTS: Temporary cash investments include all
cash balances and highly liquid investments with maturity of three
months or less at the time of purchase. Temporary cash investments are
placed in short-term investment funds with the Trustee.
g. INVESTMENTS: The Plan currently has the following investment options,
which may be selected by each participant. These options are:
Cincinnati Bell Inc. Common Shares Stock Fund; Fidelity Growth Company
Fund - which consists of common stock in small and medium size
companies; Fixed Income Fund - which consists of mutual funds which
invest principally in guaranteed insurance contracts; SunTrust Money
Market Fund - which consists of a money market account; SunTrust
Capital Growth Fund - which consists mostly of common and preferred
stock; SunTrust Short-Term Bond Fund - which consists of short-term
fixed-income securities; SunTrust Balanced Fund - which consists of
common and preferred stock and fixed income securities; SunTrust Sun
Belt Equity Fund - which consists mostly of common stock in small and
medium size companies located in the southern region of the U.S.;
SunTrust Value Income Fund - which consists of common stock paying
higher dividend yields; Baron Asset Fund - which consists of common
stock in medium size domestic companies; Vanguard Index Trust 500
Portfolio Fund which consists of common stock of S&P 500 Index
companies; Templeton Foreign Fund - which consists mostly of stocks
and debt securities of companies and governments outside the U.S.. The
unallocated funds in the statement of net assets available for
benefits represent amounts held in temporary cash investments awaiting
selection of investment options by participants.
9
<PAGE>
CBIS RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. PLAN DESCRIPTION AND ACCOUNTING POLICIES, CONTINUED:
g. INVESTMENTS, CONTINUED: Investment income is recorded as earned, on
the accrual basis. Plan investments, other than the Fixed Income Fund,
are valued at the fair market value, based upon quoted market prices
as of the last business day of the year.
The Fixed Income Fund is a pooled fund investing in guaranteed
insurance contracts. All investment contracts held by the Fixed Income
Fund are fully benefit responsive and, accordingly, are stated at
contract value plus accrued interest earnings which approximates their
fair market value. The fund consists of over 100 separate contracts.
The method and frequency of determining interest rate resets varies by
contract. The average yield for the fund for the plan years 1997 and
1996 was 6.4% and 6.39%, respectively. The interest rate at December
31, 1997 and 1996 was 6.56% and 6.72%, respectively.
The Plan presents, in the statement of changes in net assets available
for plan benefits, the net appreciation (depreciation) in the fair
value of its investments, which consists of the realized gains or
losses and the unrealized appreciation (depreciation) on those
investments.
h. USE OF ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reporting
amounts of Net Assets Available for Benefits as of the date of the
Plan's financial statements and the reported Changes in Net Assets
Available for Benefits during the reporting period. Actual results
could differ from these estimates.
i. ADMINISTRATIVE EXPENSES: Administrative expenses are paid by the Plan.
j. FORFEITURES: Participants who terminate service prior to vesting in
100% of their employer contribution forfeit the non-vested portion of
their account balance. If the participant is rehired prior to a
five-year break in service, as defined by the Plan, the amount which
was to have been forfeited is restored to the participant's account.
Any additional amounts available after such restorals are allocated as
additional employer contributions. Forfeitures for the year ended
December 31, 1997 totaled $91,121.
10
<PAGE>
CBIS RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. TAX STATUS:
The Internal Revenue Service has issued a determination that the Plan
meets the requirements of Section 401(a) of the Code and is exempt
from federal income tax under Section 501(a) of the Code. The Plan
obtained its latest determination letter on May 14, 1996, in which the
Internal Revenue Service stated that the Plan, as then designed, was
in compliance with the applicable requirements of the Internal Revenue
Code. The Plan has been amended since receiving the determination
letter. However, the Plan administrator and the Plan's counsel believe
that the Plan is currently designed and being operated in compliance
with the applicable requirements of the Internal Revenue Code.
3. TERMINATION:
While the Company has not expressed any intent to terminate the Plan,
it reserves the right to terminate the Plan at any time. In the event
of such termination, all participant's accounts would become 100%
vested and subject to distribution under the provisions of the Plan.
11
<PAGE>
CBIS RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
4. INVESTMENTS:
The interest of all employees in each type of investment of the Plan
on December 31, 1997 and 1996 is represented by shares. The number and
value of shares were:
<TABLE>
<CAPTION>
DECEMBER 31, 1997 DECEMBER 31, 1996
--------------------------- --------------------------
NUMBER OF VALUE PER NUMBER OF VALUE PER
SHARES SHARE SHARES SHARE
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Cincinnati Bell Inc. Common Shares Fund* 2,523,773 $ 31.00 2,484,802+ $ 30.81+
Fidelity Balanced Fund 0 - 574,361 14.08
Fidelity Growth Company Fund 548,161 43.32 507,503 40.46
Fixed Income Fund 404,061 24.61 885,714 11.34
SunTrust Money Market Fund 154,512 1.00 0 -
SunTrust Capital Growth Fund 850,608 14.60 681,949 13.21
SunTrust Short-Term Bond Fund 45,926 10.04 41,032 9.94
SunTrust Balanced Fund 723,835 12.03 90,302 11.08
SunTrust Sun Belt Equity Fund 231,023 14.21 176,893 12.74
SunTrust Value Income Fund 422,788 12.81 242,651 12.27
Baron Asset Fund 65,471 48.51 0 -
Vanguard Index Trust 500 Portfolio Fund 45,622 90.07 0 -
Templeton Foreign Fund 461,165 9.95 276,746 10.36
</TABLE>
*Consists of 2,523,157 units at $31.12 per unit at December 31, 1997
and 2,511,330 units at $30.51 per unit at December 31, 1996.
+Reflects a 2:1 stock split which occurred in May 1997.
At December 31, 1997, the number of participants with balances by
investment fund were:
Cincinnati Bell Inc. Common Shares Fund 2,690
Fidelity Growth Company Fund 1,678
Fixed Income Fund 844
SunTrust Money Market Fund 53
SunTrust Capital Growth Fund 1,144
SunTrust Short-Term Bond Fund 196
SunTrust Balanced Fund 1,064
SunTrust Sun Belt Equity Fund 573
SunTrust Value Income Fund 687
Baron Asset Fund 540
Vanguard Index Trust 500 Portfolio Fund 662
Templeton Foreign Fund 742
12
<PAGE>
CBIS RETIREMENT AND SAVINGS PLAN
ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
NUMBER OF
SHARES OR
PRINCIPAL MARKET
NAME OF ISSUER AND TYPE OF ISSUE AMOUNT VALUE COST
- ------------------------------------------------------------------------- ---------- ------------ ------------
<S> <C> <C> <C>
Cincinnati Bell Inc. Common Shares Stock Fund
Cincinnati Bell Common shares * 2,523,773 $ 78,164,409 $27,729,188
Temporary cash investments $ 371,285 371,285 371,285
------------ ------------
Total Cincinnati Bell Inc. Common Shares Stock Fund+++ 78,535,694 28,100,473
------------ ------------
Fidelity Growth Company Fund
Fidelity Mt. Vernon Growth Fund+++ 548,161 23,746,350 19,447,250
Fixed Income Fund
SunTrust Stable Asset Fund+, +++ 404,601 9,943,929 8,971,130
SunTrust Money Market Fund
SunTrust Money Market Fund 154,512 154,512 154,512
SunTrust Capital Growth Fund
SunTrust Capital Growth Fund+++ 850,608 12,418,882 11,212,562
SunTrust Short-Term Bond Fund
SunTrust Short-Term Bond Fund 45,926 461,097 456,044
SunTrust Balanced Fund
SunTrust Balanced Fund+++ 723,835 8,707,734 8,529,772
SunTrust Sun Belt Equity Fund
SunTrust Sunbelt Equity Fund 231,023 3,282,837 2,939,059
SunTrust Value Income Fund
SunTrust Value Income Fund 422,788 5,415,917 5,433,107
Baron Asset Fund
Baron Asset Fund 65,471 3,175,998 2,621,798
Vanguard Index Trust 500 Portfolio Fund
Vanguard Index Trust 500 Portfolio Fund 45,622 4,109,206 3,691,653
Templeton Foreign Fund
Templeton Foreign Fund 461,165 4,588,589 4,713,951
Loan Fund
Loans to participants++ $4,212,824 4,212,824 0
Unallocated
Temporary cash investmentsTemporary cash investments $ 43,067 43,067 43,067
------------ ------------
Total $158,796,636 $82,324,132
------------ ------------
------------ ------------
</TABLE>
* Party-in-interest to the Plan.
+ During 1997, the composite effective interest rate earned under these
contracts was approximately 6.4%.
++ The lowest and highest interest rates charged on loans during 1997 were 7.0%
and 10.2%, respectively.
+++ Investment represents 5% or more of the Net Assets Available for Benefits.
13
<PAGE>
CBIS Retirement and Savings Plan
ITEM 27(D) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
TOTAL TOTAL
NUMBER OF PURCHASE NUMBER OF
DESCRIPTION OF ASSET PURCHASES PRICE SALES SELLING PRICE NET GAIN
- ----------------------------------------------------------- --------- ---------- --------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Cincinnati Bell Inc. Common Shares Stock Fund 435 $9,438,598 505 $9,389,643 $6,265,367
Fidelity Growth Company Fund 521 7,280,738 382 5,571,784 1,301,260
SunTrust Balanced Fund 391 8,476,985 208 1,019,170 65,855
Fidelity Balanced Fund 109 715,980 148 9,236,351 1,029,686
SunTrust Capital Growth Fund 460 4,719,288 306 2,244,369 324,901
</TABLE>
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the members
of the CBIS Retirement and Savings Plan Committee have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
CBIS RETIREMENT AND SAVINGS PLAN
By /s/ David F. Stelzer
----------------------
David F. Stelzer
June 19, 1998
15
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Cincinnati Bell Inc. on Form S-8 (File No. 33-39385), Form S-8 (File No.
33-29332), Form S-8 (File No. 33-60209), Form S-8 (File No. 33-1462), Form S-8
(File No. 33-1487), Form S-8 (File No. 33-15467), Form S-8 (File No. 33-23159),
Form S-8 (File No. 33-29331), Form S-8 (File No. 33-36381), Form S-8 (File No.
33-36380), Form S-8 (File No. 33-39654), Form S-8 (File No. 33-43775), Form S-14
(File No. 2-82253), Form S-8 (File No. 33-60209), Form S-8 (File No. 333-28383),
Form S-8 (File No. 333-38743), Form S-8 (File No. 333-28381), Form S-8 (File No.
333-38763), Form S-8 (File No. 38761), and Form S-8 (File No. 333-28385) of our
report dated June 19, 1998, on our audits of the financial statements of the
CBIS Retirement and Savings Plan as of December 31, 1997 and 1996, and for the
year ended December 31, 1997, which report is included in this Form 11-K.
Cincinnati, Ohio
June 26, 1998
