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Letters to Shareholders Notice of 2005 Annual Meeting and Proxy

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Letters to Shareholders Notice of 2005 Annual Meeting and Proxy 2004 Annual Report Notice of Letters to 2005 Annual Meeting Report on Shareholders and Proxy Statement Form 10-K Contents Letters to Shareholders From the Chairman 1 From the Chief Executive Officer 2 From the Chief Financial Officer 5 Financial Highlights 7 Directors and Company Officers 8 Notice of Annual Meeting 9 Proxy Statement 11 Report on Form 10-K 65 Solid strides toward the future A letter from the Chairman s one of the nation’s most-respected and Integrity is a way of life best-performing local exchange and wireless These days we hear a lot of talk about corporate providers, Cincinnati Bell provides a wide governance and fiduciary responsibility. At A Cincinnati Bell, it’s a way of life. Throughout 2004, range of telecommunications products and services to residential and business customers in Ohio, management kept its promise of providing investors Kentucky and Indiana. and the Board of Directors with a candid and timely view into its financial position and prospects. I am Our employees and operations have long been part confident and proud of the integrity and forthright- of the rich fabric of the Cincinnati metropolitan ness that underlie this year’s performance. area. From the early days of telephone connections to the lightning-fast speed of broadband in the 21st At the same time, the Board demonstrated a level of century, Cincinnati Bell has proven it can and will engagement with management like never before. We deliver the products people and businesses need to held 13 regular meetings, each including productive live, work and play in a wired world. sessions with management. In October, we welcomed Bob Mahoney to the Board, bringing the total num- Solid in the face of turbulence ber of directors to ten. As chairman emeritus and I am pleased to report that Cincinnati Bell’s retired chairman and CEO of Diebold, Inc., Bob strengths—strengths that you and I own—led to brings significant experience and insight especially a solid performance despite the challenges of an from a technology perspective. unpredictable and often turbulent marketplace. I consider 2004 to be a testament to the 3,100 dedi- Progress will continue cated employees who are helping to revitalize and In short, it has been a year of progress for Cincinnati retool this great company. Challenge is nothing new Bell in a number of areas and the Board of Directors for these men and women. They recognize that in firmly believes this progress will continue in 2005 order to beat the competition, you must first and beyond. We have the management, strategy compete against yourself. and expertise in place to invest in the future of our business and it is a great honor and privilege to Gaining flexibility serve as your Chairman. Fiscal 2004 will be remembered as the year Cincinnati Bell turned the corner while making strides toward strengthening the core business and gaining more financial flexibility. In his letter, President and CEO Jack Cassidy will have more to Phillip R. Cox share about this year’s accomplishments, so let Chairman of the Board me just say this: the key advantage of flexibility is that it affords us choices instead of alternatives, opportunities instead of status quo. Flexibility allows us to think with more aspiration about our business. 1 From “local phone company” to the 21st century A letter from the CEO e have always been Cincinnati’s com- and successful negotiations with suppliers will save munications company. Granted, for between $15 million and $20 million annually in Wmuch of our history, communications our long distance business. We also locked in lower meant telephones, hardwired to an office or home, roaming rates in our wireless business and favorable offering only the opportunity to talk to someone. transaction terms should we opt to buy Cingular’s That’s all technology would allow. Well, technology 20 percent stake in Cincinnati Bell Wireless in the did not stand still and neither did Cincinnati Bell. first quarter of 2006. Today we meet customer needs with wireline, wire- less, data and high-speed Internet services. That We heightened our focus on defending and growing means our customers can do business and live their our fundamental business in order to produce free lives differently, faster, more efficiently. cash flow required for debt reduction. Using the strong foundation built by generations of Cincinnati A year ago, we promised the Board and shareholders Bell Telephone men and women, we gained momen- of Cincinnati Bell that we would run this business tum in voice, data and Internet services. We differently and more efficiently. We set out to deliver achieved deeper penetration of high-speed Internet against three strategies: de-lever, defend and grow. and wireless services and launched local telephone Most importantly, we said that we would reduce net service in the growing communities north of debt1 because de-levering the balance sheet repre- Cincinnati, including Dayton, Ohio. Our persist- sented the best means of returning value to our ence and hard work paid off—we generated free cash shareholders. To fund the debt reduction, we vowed flow of $167 million in 2004. to defend and grow our core business and generate healthy free cash flow2. Bundling is “our right to win” Because of our integrated approach to the market, Keeping our promises and then some we can offer consumers bundles of services that meet As we look back on 2004, I am pleased to tell you their communications needs with a single and attrac- that we did what we said we were going to do. We tively priced offer. We call this “our right to win” reduced net debt by $149 million, exceeding our and we use bundling to engage in defensive and original forecast of $140 million. In addition, we offensive plays. laid the groundwork for a two-stage refinancing plan that will allow us to replace our highest-cost debt Super Bundle Subscribers with lower-cost financing. The first stage of our plan (in thousands) was completed in February 2005 and the second 123 stage should be finalized by the first quarter of 2006. Once we complete the refinancing, free cash flow is expected to increase by $20 million to $30 million 71 on an annualized basis. 24 30 10 Our actions were not limited to balance sheet 2000 2001 2002 2003 2004 improvements. Installation of a long distance switch 2 In 2004, we launched “You Add, We Subtract,” an Within the bundle of services we currently offer aggressive marketing campaign designed to better to customers, DSL and wireless have the highest leverage our bundled suite of communications serv- growth potential. ices. This campaign helped add 52,000 customers to our Custom Connections® super bundle, which DSL—faster than ever offers combinations of local, long distance, DSL and High-speed Internet service, or DSL, helps anchor wireless services on a single bill. At the end of 2004, our bundle. In 2004, we nearly quadrupled our DSL fully 20 percent of our in-territory households sub- speed with no increase in cost and no increase in scribed to a super bundle, nearly double the percent- price to the customer. This helped us grow our DSL age at the end of 2003. subscriber base by 31 percent and achieve 14 percent penetration of access lines. We now have the highest The strength of the bundle DSL penetration of any publicly traded local Defensively, in an environment of increasingly aggres- exchange carrier and this year our penetration grew sive competition, bundling helps us retain access lines. faster than any of our regional Bell operating This was clearly evident in 2004 as the rate of access company peers. More evidence that bundling is line decline improved to 1.6 percent, better than our a strategy that works—more than 78 percent of original forecast of 2 percent to 4 percent, a full per- consumer gross activations of DSL in the fourth centage point lower than the 2003 rate and better quarter came as part of a bundle. than nearly all of our industry peers. Despite height- ened competition from cable telephony, we reported DSL Subscribers (in thousands) an increase of 16,000 in total connections—access lines plus Digital Subscriber Lines (DSL). 131 100 Deeper market penetration 75 Offensively, bundling drives Revenue per Household 61 through customer retention and increases penetra- 40 tion of new products such as DSL and wireless serv- ices. At the end of the day, Revenue per Household 2000 2001 2002 2003 2004 truly captures the value of a bundling strategy because it demonstrates the willingness of customers Staying connected through wireless to purchase multiple communications services from In wireless, we generated more gross sales activity as Cincinnati Bell. In the fourth quarter, Revenue per a percent of our licensed POPs, or population, than Household reached a new high of $77, up 5 percent any other major carrier in the country. Gross wireless versus the fourth quarter of 2003. activations totaled 243,000 up 27 percent from 2003. Again, the strength of bundling was clear as Our goal is to deliver all the communication services 76 percent of consumer postpaid activations in that customers want through our wireless and fixed Cincinnati came as part of the bundle. pipelines into customer homes and businesses. 3 From “local phone company” to the 21st century Wireless Subscribers prehensive suite of services—local, long distance, (in thousands) wireless, high-speed Internet and entertainment—in 481 the Greater Cincinnati area. 462 470 474 339 Improving the customer experience Customers want service that is simple and pre- dictable and Cincinnati Bell has a legacy of unparalleled customer service.
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