<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 30, 1999
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
--------------------
CINCINNATI BELL INC.
RETIREMENT SAVINGS PLAN
--------------------
BROADWING INC.
(formerly Cincinnati Bell Inc.)
201 East Fourth Street
Cincinnati, Ohio 45202
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
<TABLE>
<S> <C>
Report of Independent Accountants 3
Financial Statements:
Statements of Net Assets Available for Benefits as of December 30, 1999
and December 31, 1998 4
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 30, 1999 5
Notes to Financial Statements 6-16
Supplemental Schedules*:
Schedule of Assets Held for Investment Purposes at
End of Year 17
Schedule of Reportable Transactions for the Year Ended
December 30, 1999 18
*Other schedules are omitted because the information required is contained in the
financial statements.
Exhibits:
Consent of Independent Accountants
</TABLE>
2
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
The Cincinnati Bell Inc. Retirement Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Cincinnati Bell Inc. Retirement Savings Plan (the "Plan") at December 30,
1999 and December 31, 1998, and the changes in net assets available for benefits
for the year ended December 30, 1999 in conformity with accounting principles
generally accepted in the United States. 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 of these statements in accordance with auditing standards generally
accepted in the United States, which 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, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of "Assets
Held for Investment Purposes at End of Year" and the "Schedule of Reportable
Transactions" 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 supplemental schedules 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/ PricewaterhouseCoopers LLP
------------------------------
PRICEWATERHOUSECOOPERS LLP
JUNE 23, 2000
3
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 30, 1999 AND DECEMBER 31, 1998
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
ASSETS
Investments at fair value $266,453 $192,084
======== ========
LIABILITIES
Administrative fees payable and other -- 3
-------- --------
Net Assets Available for Benefits $266,453 $192,081
======== ========
</TABLE>
See Notes to Financial Statements.
4
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 30, 1999
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
<S> <C>
Net Assets Available for Benefits as of December 31, 1998 $ 192,081
ADDITIONS:
Employee contributions 7,020
Participating Company contributions 2,711
Transfers to other Company-sponsored plans, net (5,957)
---------
Total allotments, contributions and transfers 3,774
Investment income:
Dividends on Broadwing Inc. shares 857
Other dividends 4,313
Interest 1,078
Net appreciation in fair value of investments 86,136
---------
Total additions 96,158
---------
DEDUCTIONS:
Benefits paid to participants 21,775
Administrative and other expenses paid by the Plan 11
---------
Total deductions 21,786
---------
Net increase in Assets Available for Plan Benefits 74,372
---------
Net Assets Available for Benefits as of December 30, 1999 $ 266,453
=========
</TABLE>
See Notes to Financial Statements.
5
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(1) PLAN DESCRIPTION AND ACCOUNTING POLICIES:
a. GENERAL: As a result of its merger with IXC Communications Inc. (since
renamed Broadwing Communications) on November 9, 1999, Cincinnati Bell
Inc. announced it would begin doing business as Broadwing Inc. ("the
Company") on November 15, 1999. In addition, a proposal to amend the
Company's Articles of Incorporation to change the Company's official
name to Broadwing Inc. was approved by the Company's common
shareholders on April 19, 2000. It is expected that the Cincinnati Bell
Inc. Retirement Savings Plan ("the Plan") will be amended during 2000
in order to reflect the Company's new name (any references to
Cincinnati Bell Inc. or Broadwing Inc. are considered to be references
to the Company). During 1999, the Plan changed its fiscal year end from
December 31 to December 30. The effect of this change was not material
to the financial statements.
The Plan is, subject to certain exceptions, currently available to
salaried employees of Broadwing Inc. and Cincinnati Bell Telephone
Company (CBT), a subsidiary corporation of Broadwing, and to salaried
and hourly employees of various other subsidiary corporations of
Broadwing, including Cincinnati Bell Directory Inc. (CBD), Cincinnati
Bell Long Distance Inc., doing business as Cincinnati Bell Any Distance
(CBAD), Cincinnati Bell Telecommunications Services Inc. (CBTS),
Cincinnati Bell Wireless LLC (CBW) and Zoomtown.com Inc. (Zoomtown).
Notwithstanding the foregoing, certain persons who might be considered
part of the above classes of employees are not eligible for the Plan
(including but not limited to co-op students, interns, job bank
employees and contingency employees).
The Plan is subject to the provisions of the Internal Revenue Code of
1986, as amended ("the Code"), and the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
The Plan is administered by the Company's Employees' Benefit Committee.
The Plan's trustee is currently T. Rowe Price.
These notes only provide a brief description of certain provisions of
the Plan and do not constitute a document under which the Plan is
operated, and, in the event of any conflict between these notes and
the Plan documents, the Plan documents shall control. Eligible
employees need to refer to the Plan document and to the Plan's summary
plan description for details as to the Plan.
The financial statements of the Plan are presented under accrual method
of accounting.
In 1999, the Plan adopted AICPA Statement of Position 99-3, "Accounting
for and Reporting of Certain Defined Contribution Plan Investments and
Other Disclosure Matters" which, among other things, eliminated
previous requirements for defined contribution plans to present plan
investments by general type for participant-directed investment
programs and to disclose participant-directed investment programs.
Accordingly, the accompanying financial statements do not include
details of the Plan's participant-directed investment programs.
6
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
b. EMPLOYEE CONTRIBUTIONS: The Plan generally, under its current
provisions, permits each eligible employee to elect to contribute to
the Plan, in before-tax and after-tax dollars, any amount that is a
whole percent (up to 16%) of his or her compensation (as defined in and
subject to the rules of the Plan). An eligible employee's compensation
for each plan year (which is currently a 12-month period that ends each
December 30) is only considered under the rules of the Plan up to a
certain legal limit (such limit was approximately $160,000 for both the
plan year ending December 30, 1999 and the immediately preceding plan
year).
The amount of a Participant's before-tax contributions to the Plan for
any calendar year cannot in any event exceed a legal limit (which limit
was $10,000 for both 1999 and 1998). Also, the percentages of
compensation saved as before-tax contributions by certain highly
compensated eligible employees for any plan year may be further limited
under legal rules so that on average they do not exceed by too large a
margin (as set by law) the average of the before-tax savings
contribution rates of the other eligible employees for such plan year
or the immediately preceding plan year. A similar limit applies to
certain highly compensated eligible employees with respect to the
combination of after-tax savings contributions and matching
contributions (as are described in Note (1)c below) made by or for them
under the Plan.
The savings contributions made by an eligible employee to the Plan are
allocated to an account of the employee under the Plan. An eligible
employee is always fully vested in the part of his or her Plan account
that is attributable to his or her own savings contributions (his or
her Savings Account).
An eligible employee can specify the manner in which his or her Savings
Account shall be invested in the available funds under the Plan (see
Note (1)h below) and may elect to change periodically the funds to
which future savings contributions are allocated and/or transfer
amounts held under his or her Savings Account from one fund to another.
An eligible employee is generally not subject to federal income tax on
the amount of his or her before-tax contributions to the Plan or on the
Plan's earnings that are allocated to his or her Savings Account until
and to the extent he or she receives such amounts from the Plan (and he
or she may then be able in certain circumstances to defer such tax
further by rolling such amounts over to an individual retirement
account or annuity (an IRA) or another employer plan that accepts the
rollover).
7
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
c. EMPLOYER CONTRIBUTIONS: For employers whose employees participate in
the Plan ("the Employers"), matching contributions to the Plan are made
for any eligible employee who has been credited with at least one year
of eligibility service under the Plan in an amount equal to 66 2/3% of
the employee's basic savings contributions. An eligible employee's
basic savings contributions are, for this purpose, generally equal to
the portion of the employee's before-tax and after-tax savings
contributions for any applicable pay day that is not in excess of 6% of
his or her compensation (as defined in and subject to the rules of the
Plan) for such day. Such matching contributions are generally made on a
bi-weekly basis under the current policies of the Employers, and they
must be made no slower than on a monthly basis and could be pre-funded
to an extent.
However, the rates of the combination of matching contributions and
after-tax savings contributions (measured as percentages of
compensation) made for or by certain highly compensated eligible
employees for any plan year may be limited under legal rules so that on
average they do not exceed by too large a margin (as set by law) the
average of the matching contribution and after-tax savings contribution
rates applicable to the other eligible employees for such plan year or
the immediately proceeding plan year. Also, certain other legal limits
on the maximum amount of contributions that can be made by and for an
eligible employee with respect to any plan year may apply.
The matching contributions made to the Plan for an eligible employee
are allocated to the account of the employee under the Plan. In
general, an eligible employee is vested in the part of his or her Plan
account that is attributable to the matching contributions made on his
or her behalf (his or her "Matching Account") only if he or she is
credited with at least five years of vesting service under the Plan (or
three years in the case of CBLD employees). However, an eligible
employee may become vested in his or her Matching Account in certain
other situations, including if he or she continues to be employed by
the Employers after attaining age 65, if he or she terminates
employment with the Employers by reason of his or her total disability
or death of if he or she began work for the Employers before 1994.
An eligible employee's Matching Account shall generally be invested
solely in the Plan's Broadwing Inc. Shares Fund. However, to the extent
an eligible employee's Matching Account was allocated with shares of
Convergys Corporation (Convergys) that were received by the Plan by
reason of the Company's 1998 distribution of shares of Convergys (see
Note 6), such shares have generally been transferred to a new Convergys
Stock Fund held under the Plan (and the employee may redirect his or
her interest in such fund to other available funds under the Plan).
Also, under the current rules of the Plan, an eligible employee who has
met certain age and/or service requirements specified by the Company's
Employees' Benefit Committee may be allowed to transfer the amounts
allocated to his or her Matching Account to other investment funds
available under the Plan over a five-year period and, after passage of
such five-year period, be able to direct
8
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
the investment of future matching contributions made to the Plan on his
or her behalf in the same manner as his or her own savings
contributions to the Plan are invested.
An eligible employee is generally not subject to federal income tax on
the amount of the matching contributions made to the Plan on his or her
behalf or on the Plan's earnings that are allocated to his or her
Matching Account until and to the extent he or she receives such
amounts from the Plan (and he or she may then be able in certain
circumstances to defer such tax further by rolling such amounts over to
an IRA or another employer plan that accepts the rollover).
d. ROLLOVERS: An eligible employee may also, under the current terms of
the Plan, rollover to the Plan a distribution he or she receives from
another employer's tax-qualified savings, profit sharing or other
employer plan, if the distribution meets certain conditions set forth
in the Plan and the Code.
Any such rollover contributions made to the Plan by an eligible
employee are allocated to the account of the employee under the Plan.
An eligible employee is always fully vested in the part of his or her
Plan account that is attributable to his or her rollover contributions
(his or her Rollover Account).
An eligible employee can specify the manner in which his or her
Rollover Account shall be invested in the available funds under the
Plan (see Note (1)h below) and may elect to transfer accounts held
under his or her Rollover Account from one fund to another.
An eligible employee is generally not subject to federal income tax on
the amount of his or her rollover contributions to the Plan or on the
Plan's earnings that are allocated to his or her Rollover Account until
and to the extent he or she receives such amounts from the Plan (and he
or she may then be able in certain circumstances to defer such tax
further by rolling such amounts over to an IRA or another employer plan
that accepts the rollover).
e. DISTRIBUTIONS TO PARTICIPANTS: An eligible employee may receive all or
a portion of his or her account under the Plan while he or she is
employed by the Employers only in certain circumstances.
In general, an eligible employee can withdraw for any reason (1) the
portion of his or her Savings Account that is attributable to his or
her after-tax savings contributions as to which no matching
contributions were made by the Employers, (2) the portion of his or her
Savings Account that is attributable to his or her after-tax savings
contributions made before the plan year of the withdrawal and the two
immediately preceding plan years and as to which matching contributions
were made by the Employers, (3) the entire portion of his or her
Rollover Account, (4) the portion of his or her Matching Account
attributable
9
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
to matching contributions made before the plan year of the withdrawal
and the two immediately proceeding plan years (provided the employee is
vested in his or her Matching Account) and (5) the portion of his or
her Savings Account that is attributable to his or her after-tax
savings contributions made for the plan year of the withdrawal and the
two immediately preceding plan years and as to which matching
contributions were made by the Employers (except that, if he or she
withdraws any amount described in clause (5), he or she will be
suspended from making savings contributions to the Plan for six months
and, unless the employee has attained age 65 or has been credited with
at least five years of vesting service under the Plan or began work for
the Employers before 1994, he or she will generally forfeit his or her
Matching Account).
Further, an eligible employee can withdraw the portion of his or her
Savings Account that is attributable to his or her before-tax savings
contributions (not including earnings on such contributions that have
been allocated to such account after December 31, 1998) if the
withdrawal is required by reason of the employee's hardship situation
(and such hardship withdrawal meets the rules set forth in the Plan
that concern hardship withdrawals).
Other than for the above-described in-employment withdrawals, the
distribution of an eligible employee's account under the Plan will
generally occur only after the employee has terminated his or her
employment with the Employers for any reason, including a retirement,
discharge, quit, disability or death. Only the portion of the
employee's account under the Plan in which he or she is vested may be
distributed; the non-vested portion of such account is forfeited in
accordance with rules set forth in the Plan.
f. EMPLOYEE LOANS: Loans are available from the Plan to eligible employees
under the current provisions and policies of the Plan. Such loans are
subject to several conditions, certain of which are described below.
An eligible employee cannot have more than two outstanding loans from
the Plan at any time, and the employee may not be allowed to originate
more than two loans from the Plan during a single plan year.
The minimum amount of any loan to an eligible employee from the Plan is
$1,000, while the maximum amount of such a loan cannot exceed the
lesser of (1) 50% of the vested balance of the employee's account under
the Plan (exclusive of the amounts attributable to the employee's
savings contributions which were matched to some extent for the plan
year of the loan and the two immediately preceding plan years, the
matching contributions of the Employers made for his or her behalf with
respect to the plan year of the loan and the two immediately preceding
plan years and income earned after 1988 on the employee's before-tax
savings contributions to the Plan, all of which amounts are not
available for a loan) or (2) $50,000 (reduced by the highest
outstanding balance of loans
10
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
made to the employee from the Plan and other plans of the Employers
during the one year period ending on the day before the new loan is
made).
The Company's Employees' Benefit Committee determines the interest
rate charged by the Plan on a loan made to an eligible employee, which
must be a reasonable rate of interest. In general, a loan rate is
currently determined by adding 1% to a prime lending rate in effect as
of the first day of the calendar quarter in which the loan is made.
During the plan year ending December 30, 1999 and the immediately
preceding plan year, interest rates on loans made under the Plan
varied between 8.75% and 10.0% per annum.
In general, any loan to an eligible employee must be repaid through
payroll deductions and be secured by the portion of the employee's
account under the Plan that is loaned to the employee. The minimum
term of any loan from the Plan to an eligible employee is 6 months,
and the maximum term of a Plan loan is 59 months.
g. TEMPORARY CASH INVESTMENTS: Temporary cash investments include all cash
balances and highly liquid investments with maturities of three months
or less at the time of purchase. Temporary cash investments may be held
in any investment funds used by the Plan in order to meet the cash
needs of the Plan.
h. INVESTMENTS: There are currently nine investment funds available for
the investment of future contributions made by or for eligible
employees under the Plan: the Broadwing Stable Value Fund, the Spectrum
Income Fund, the Balanced Fund, the Equity Income Fund, the Equity
Index Fund, the Capital Appreciation Fund, the International Stock
Fund, the New America Growth Fund and the Broadwing Inc. Shares Fund.
All of the above funds are administered, trustee and/or advised by T.
Rowe Price or a related subsidiary. In addition, the Plan holds a
Convergys Stock Fund to which shares of Convergys that were received by
the Plan by reason of the Company's distribution of Convergys shares
were allocated (see Note 6). Eligible employees who have interests in
the Convergys Stock Fund may transfer the balances they have in such
fund to other funds available under the Plan but cannot direct future
contributions made by or for their behalf to the Convergys Stock Fund.
Each fund held under the Plan (except for the Broadwing Stable Value
Fund and the Broadwing Inc. Shares Fund) has always been, and is
currently, quoted in shares. Such shares generally represent the net
asset value of shares in the applicable mutual or other fund. The
Broadwing Stable Value Fund and the Broadwing Inc. Shares Fund have
always been quoted in units. These units have represented a
proportionate interest in the
11
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
two investment funds in which both the Plan and the Cincinnati Bell
Inc. Savings and Security Plan participate. The unit values for both
the Broadwing Stable Value Fund and the Broadwing Inc. Shares Fund were
initiated at a value of 1.0000 on July 1, 1992. The Broadwing Stable
Value Fund maintains a unit value of 1.0000 at all times and any
income, gains, losses, contributions or withdrawals results in more or
less units being credited to an account.
The Broadwing Inc. Shares Fund unit value has fluctuated with the
performance of the underlying investments of such fund, which has
consisted primarily of Broadwing common stock and a small amount of
temporary cash investments.
Effective May 1, 2000, the Broadwing Inc. Shares Fund has been changed
so that it is quoted in shares (and not units), while the Broadwing
Stable Value Fund is still quoted in units.
Investments of the Broadwing Stable Value Fund consist in part of
investment contracts that are reported at estimated fair value, which
approximates contract value (contributions made plus interest accrued
at the current rate, less withdrawals and fees). These investment
contracts are nontransferable but provide for benefit-responsive
withdrawals by Plan participants at contract value. Benefit-responsive
withdrawals are provided for on a proportional basis by the issuers of
the investment contracts. The Plan's Trustee Valuation Committee
determines fair value for these investments after considering such
factors as the benefit responsiveness of the investment contract and
the ability of the parties to the investment contract to perform in
accordance with contract terms. Transactions for the fund are accounted
for on the trade date. Interest income is accrued as earned. Realized
and unrealized gains and losses from security transactions are recorded
on an identified cost basis.
The values of the Plan's investments on December 30, 1999 and December
31, 1998 are determined as follows: the 1999 share value of the
Broadwing shares in the Broadwing Inc. Shares Fund and Convergys shares
in the Convergys Stock Fund on the basis of the last published sales
prices on December 30, 1999 on the New York Stock Exchange; the 1998
share value of the Broadwing shares in the Broadwing Inc. Shares Fund
and Convergys shares in the Convergys Stock Fund on the basis of the
pro-rata allocation of the last published market price for the
consolidated Company value on December 31, 1998 (this pro-rata
allocation was derived using the last "when issued" price for
Cincinnati Bell Inc. and Convergys as of December 31, 1998, compared to
the consolidated Cincinnati Bell Inc. value on December 31, 1998) (see
Note 6); shares in the Spectrum Income Fund, Balanced Fund, Equity
Income Fund, Equity Index Fund, Capital Appreciation Fund,
International Stock Fund, New America Growth Fund and any mutual fund
held under the Broadwing Stable Value Fund on the basis of the last
published net asset value on December 30, 1999 and December 31, 1998;
contracts with insurance companies in the Broadwing Stable Value Fund
at principal plus accrued earnings on December 30, 1999 and December
31, 1998 and loans to participants made by the Plan
12
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
at the principal amount owed by the participants on December 30, 1999
and December 31, 1998.
As presented in the Statement of Changes in Net Assets Available for
Benefits, the net appreciation (depreciation) in the value of Plan
investments consists of realized gains or losses, and the unrealized
appreciation (depreciation) of those same investments. Net realized
gains were $2,057,835 and $591,832 for 1999 and 1998, respectively.
i. ADMINISTRATIVE EXPENSES: The administrative expenses of the Plan that
are not clearly related to a specific investment fund are generally
paid from Plan assets. These expenses are generally allocated and
charged to each eligible employee's account based
13
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
on the proportion that such employee's account balance under the Plan
bears to all account balances under the Plan.
j. FORFEITURES: Any amounts forfeited by employees under the Plan are
generally valued as of the end of the month in which the event causing
the forfeiture occurs and are applied to reduce subsequent
contributions of the Employers to the Plan. During 1999, employer
contributions were reduced by $34,000 from forfeited nonvested amounts.
k. USE OF ESTIMATES: The preparation of financial statements in conformity
with generally accepted accounting principles requires management of
the Plan to make estimates and assumptions that affect the reported
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.
(2) AMENDMENT OR TERMINATION OF THE PLAN: While the Company has not expressed
any intent to terminate the Plan, it reserves the right to amend or
terminate the Plan at any time. In the event of the termination of the
Plan, all affected participants' accounts would become 100% vested.
(3) INVESTMENTS: The interest of an eligible employee in each type of
investment of the Plan on December 30, 1999 and December 31, 1998 is
represented by units or shares. The following investments represent five
percent or more of the Plan's net assets (dollars in thousands):
<TABLE>
<CAPTION>
DECEMBER 30, 1999 DECEMBER 31, 1998
-----------------------------------------------
<S> <C> <C>
Broadwing Stable Value Fund $ 15,269 $ 11,014
Equity Income Fund 18,073 19,275
Equity Index Fund 13,822 8,793
New America Growth Fund 11,284 10,749
Broadwing Inc. Shares Fund* 124,013 57,967
Convergys Stock Fund 64,631 65,307
-------- --------
$247,092 $173,105
======== ========
</TABLE>
* The Broadwing Inc. Shares Fund consists of $71,547 and $37,619 in
nonparticipant-directed investments at December 30, 1999 and December 31,
1998, respectively. Remaining amounts are participant-directed.
During 1999, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value by
$86,136 as follows (dollars in thousands):
<TABLE>
<S> <C>
Mutual funds $ 2,084
Common stock of the Company 64,766
Common stock of Convergys Corporation 19,286
-------
Total $86,136
=======
</TABLE>
The number of participants in the various investment funds are shown in
the table below (since participants can invest in a variety of investment
funds, the sum of participants in this chart will not equal the number of
participants in the Plan):
<TABLE>
<S> <C>
Broadwing Stable Value Fund 345
Spectrum Income Fund 269
Balanced Fund 297
Equity Income Fund 629
Equity Index Fund 599
14
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Capital Appreciation Fund 308
International Stock Fund 399
New America Growth Fund 619
Broadwing Inc. Shares Fund 1,768
Convergys Stock Fund 919
</TABLE>
(4) NONPARTICIPANT-DIRECTED INVESTMENTS: Information about the net assets
and the significant components of the changes in net assets relating
to the nonparticipant-directed investments is as follows (this
investment represents five percent or more of the Plan's net assets):
<TABLE>
<CAPTION>
December 30, December 31,
DESCRIPTION 1999 1998
----------- ---- ----
<S> <C> <C>
Net Assets:
Company common stock $68,707 $32,875
Cash 2,826 6,552
Interest receivable 14 23
------- -------
Total $71,547 $39,450
======= =======
<CAPTION>
Year Ended
December 30,
1999
----
Changes in Net Assets:
<S> <C>
Employee contributions $1,665
Employer contributions 1,559
Dividends on Company common shares 540
Interest income 170
Net appreciation on Company common stock 31,754
Transfers from other Company plans 8,263
Benefits paid to participants (5,187)
Transfers to participant-directed investments (6,667)
-------
Total $32,097
=======
</TABLE>
(5) 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 taxes under Section 501(a) of the Code.
(6) PLAN AMENDMENTS: Plan amendments that became effective subsequent to
December 31, 1998:
- Allow for any amount of an eligible employee's salary or
wages reduced on or after January 1, 2000 to pay for qualified
parking fringe benefits generally to be considered as part of
the employee's compensation for purposes of the Plan.
- Update the Plan's provisions as to the employers whose
employees will participate in the Plan.
- Eliminate, beginning as of January 1, 1999, the prior Plan
requirements that an eligible employee had to be at least age
21 to elect to make savings contributions to the Plan.
- Eliminate the Plan's provision that would otherwise cause an
eligible employee's years of vesting service to be disregarded
under the Plan if the employee both had no nonforfeitable
right to an employer-provided benefit under the Plan and
incurred a five year break in service under the terms of the
Plan (since such provision did not affect any employee who had
any before-tax salary reduction contributions made to the Plan
on his or her behalf and hence had virtually no applicability
under the Plan).
- Provide that service with Discounted Long Distance
(substantially all the assets of which were acquired by one of
the Employers effective as of May 1, 1999) will be counted for
purposes of determining an eligible employee's eligibility for
matching contributions under the Plan, and his or her vested
interest in his or her Matching Account, in the event the
employee transfers his or her employment from Discounted Long
Distance to CBLD on May 1, 1999.
- Eliminate, beginning as of January 1, 1999, the prior Plan
requirement that an eligible employee had to be at least age
21 to be eligible to receive matching contributions under the
Plan and to clarify that matching contributions will not be
made under the Plan for any employee who has not been credited
with at least one year of eligibility service under the Plan.
- Update the Plan's provisions related to rollover
contributions to reflect the fact that, beginning as of
January 1, 1999, all employees who will be eligible to make
rollover contributions to the Plan will also be eligible to
make savings contributions to the Plan.
15
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- Clarify the provision of the Plan that permits an eligible
employee to direct the investment of certain amounts allocated
to his or her account under the Plan.
- Eliminate the right of an eligible employee who terminates
employment with the Employers because of a disability to elect
to receive the amounts that are allocated to his or her Plan
account on or after January 1, 2000 in the form of an annuity
and thereby to simplify the future administration of the Plan.
- Eliminate, beginning as of January 1, 2000, any requirement
under the Plan that would otherwise provide that an eligible
employee's account under the Plan will automatically become
fully vested merely because the employee becomes eligible to
participate in the Cincinnati Bell Inc. Savings and Security
Plan.
- Eliminate the Plan's provision that dealt with a 1992
transfer of amounts to another tax-qualified savings plan
inasmuch as such provision is no longer necessary.
- Change the plan year of the Plan (the Plan's fiscal year) to
a 12-month period ending each December 30. Prior to this
change, the Plan's year was a calendar year. In addition,
because of this change, the Plan had a "short" plan year that
began on January 1, 1999 and ended on December 30, 1999.
- Permit (but does not require) the Employers to pre-fund at
the start of or during a plan year any contributions which
they will be required to make to the Plan for such plan year.
(7) SPIN-OFF OF CONVERGYS: On December 31, 1998, the Company completed the
spin-off of Convergys Corporation (Convergys). At that time, owners of
the Company's common shares received Convergys common shares equal to
the number of Company shares held at the record date for the spin-off.
Since the Broadwing Inc. Shares Fund (then known as the "Cincinnati
Bell Inc. Shares Fund") held shares of Company common stock at the
record date, a separate investment fund known as the Convergys Stock
Fund was created. The value reflected in the Statement of Assets
Available for Plan Benefits at December 31, 1998 for the Cincinnati
Bell Inc. Shares Fund and the Convergys Stock Fund was based on a
pro-rata allocation of the last published market price for the
consolidated Cincinnati Bell Inc. on December 31, 1998. This pro-rata
allocation was determined using the percentages of the last published
"when issued" prices for Cincinnati Bell Inc. and Convergys as of
December 31, 1998. The cost basis of the Cincinnati Bell Inc. Shares
Fund and the Convergys Stock Fund are based on a similar pro-rata
calculation of ending market values at December 31, 1998, applied
against the total cost basis of the shares. The Convergys Stock Fund is
not available to plan participants for prospective contributions or
investments, and participants cannot re-invest in the Convergys Stock
Fund once they have transferred their investment in the Convergys Stock
Fund to other investment funds. The Convergys employees participating
in the Retirement Savings Plan prior to December 31, 1998 had their
investment balances transferred to a savings plan sponsored by
Convergys in January 1999.
16
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
AS OF DECEMBER 30, 1999
<TABLE>
<CAPTION>
_________ Thousands of Dollars__________
NUMBER OF
SHARES OR
NAME OF ISSUER AND TITLE OF ISSUE UNITS COST VALUE
--------- -------- --------
<S> <C> <C> <C>
BROADWING INC. SHARES FUND:
Temporary cash investments ** $ 5,344
Broadwing Inc. shares # 25,491,966 units 55,972* 118,644
Interest receivable ** 25
-------- --------
TOTAL BROADWING INC. SHARES FUND ** 124,013
CONVERGYS STOCK FUND 2,051,777 shares ** 64,631
T. ROWE PRICE SPECTRUM INCOME FUND 351,932 shares ** 3,773
T. ROWE PRICE BALANCED FUND 163,003 shares ** 3,205
T. ROWE PRICE EQUITY INCOME FUND 732,609 shares ** 18,073
T. ROWE PRICE EQUITY INDEX FUND 350,548 shares ** 13,822
T. ROWE PRICE CAPITAL APPRECIATION FUND 319,921 shares ** 3,999
T. ROWE PRICE INTERNATIONAL STOCK FUND 349,929 shares ** 6,638
T. ROWE PRICE NEW AMERICA GROWTH FUND 236,163 shares ** 11,284
BROADWING STABLE VALUE FUND:
T. Rowe Price Stable Value Common Trust Fund 15,216,767 units ** 15,217
Contracts with Prudential Insurance Company of America + 51,913 units ** 52
-------- --------
TOTAL BROADWING STABLE VALUE FUND ** 15,269
LOAN FUND:
Loans to Participants ** 1,746
-------- --------
GRAND TOTAL ** $266,453
======== ========
</TABLE>
+ The contracts with these insurance companies guarantee the repayment of
principal and the crediting of interest. The composite effective annual
interest rate earned under these contracts for the plan years 1999 and
1998 was approximately 5.95% and 6.25%, respectively. The rate at which
interest will be credited in future years may be either higher or
lower.
# Party-in-interest to the Plan
* Cost information provided for the Broadwing Inc. Shares Fund is
inclusive of both participant-directed and nonparticipant-directed
accounts. The cost associated with nonparticipant-directed accounts was
$40,361 at December 30, 1999.
** This information not required for participant-directed accounts.
17
<PAGE>
CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 30, 1999
<TABLE>
<CAPTION>
Current
Value on
Identity of Purchase Selling Cost of Date of Net Gain
Party Involved Description of Asset Price Price Asset Transactions or (Loss)
----------------------------- ------------------- --------------- ------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Broadwing Inc. Shares Fund Company Stock $10,292,424 $10,292,424 $ 10,292,424 $ -
Broadwing Inc. Shares Fund Company Stock $ 4,366,105 $ 10,659,775 $ 4,366,105 $ 10,659,775 $ 6,293,670
</TABLE>
* The above totals reflect the net activity of 228 purchase and sale
transactions during the plan year.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the members of the Employees' Benefit Committee have duly caused this annual
report to be signed by the undersigned, thereunto duly authorized.
CINCINNATI BELL INC. RETIREMENT
SAVINGS PLAN
By /s/ Virginia Neill
-------------------------------------
Virginia Neill
Secretary
Employees' Benefit Committee
June 23, 2000
19
