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Several companies compete or are planning to compete with CBT through the provision of intraLATA long-distance services, enhanced calling services such as voice messaging, customer premises maintenance and repair services, wireless communications services, special access services, public telephone services and business communications equipment sales and maintenance services. See "Competition. CBT also will pursue co-branding opportunities and alliances with other service providers where appropriate.

CBT will seek to increase its penetration of additional residential lines within its service area. Under Cincinnati Bell's strategy of pursuing opportunities for growth by leveraging the strengths of all of its businesses, and under CBT's own strategy to be a full service provider of communications services, Cincinnati Bell has unique strengths that could be effective in marketing a broad array of communications services outside of CBT's existing service territory.

Cincinnati Bell is exploring such opportunities, both on its own or in partnership with other communications services companies. The extent of that impact will not be known until the initiatives are fully implemented.

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The basic thrust of these initiatives is to encourage and accelerate the development of competition in the telecommunications industry by removing legal barriers to competition across major segments of that industry. Under the initiatives, companies that today are limited to one or more of those segments, including local exchange, long distance, wireless, cable television and information services, could enter the other segments to compete with the incumbent providers and other new entrants. Today's technology makes it possible to interconnect facilities of competing telecommunications carriers and to provide the service offerings of multiple competitors through the network facilities of one or more incumbents.

At the federal level, the Act passed in February requires incumbent LECs like CBT to interconnect with the networks of other service providers, unbundle certain network elements and make them available to competing providers at wholesale rates.

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Additionally, the Act requires the removal of other perceived barriers to competitive entry by alternative providers of local exchange services. Although the Act clearly states these mandates, it does so in general terms and leaves the implementation of these mandates to the FCC and the state regulatory agencies. On August 8, , the FCC issued an order establishing regulations to implement the "local competition" provisions of the Act. These regulations essentially establish parameters under which a LEC must allow other telecommunications carriers to interconnect with its network, including the compensation that a LEC would receive for terminating calls originating from the networks of the other carriers.

The FCC's regulations also establish parameters under which LECs must unbundle network elements and offer them to other telecommunications carriers. The prices for interconnection and unbundled elements either are to be negotiated between the parties and approved by the relevant state commission or, if the parties fail to reach an agreement, the rates are to be set by the relevant state commission based on guidelines established by the Act and implemented by the FCC.

Under the Act, these rates must be based on the cost of providing the interconnection or unbundled elements, be nondiscriminatory and include a reasonable profit. The FCC has determined that the prices for these unbundled elements and interconnection are to be based on a methodology governed by forward-looking, long-run incremental costs. The Act also requires LECs to offer to other telecommunications carriers, at wholesale rates, any retail telecommunications service offered by the LEC to end-users.

The primary objections raised by CBT and the other LECs are that the pricing rules and standards for interconnection, unbundling and resale, and the rules allowing interconnecting carriers to "pick and choose" from various unbundled elements and services, along with their prices, being provided by LECs pursuant to pre-approved contracts with other carriers, will not provide the LECs with adequate compensation.

On October 15, , the United States Court of Appeals for the Eighth Circuit stayed the effectiveness of the portions of the FCC order establishing the pricing standards and the "pick and choose" rules.

As a result of the stay, these rules are suspended, pending a final decision on the merits of the petition for review of these rules. The appeal is scheduled for argument the week of January 13, The FCC regulations requiring LECs to negotiate with new entrants, unbundle and resell still exist; however, pending a decision on the appeal, pricing will be determined by private negotiations as approved by state regulatory authorities or by state arbitrations.

If the FCC's order were implemented as written, and if CBT were unable to obtain waivers to certain requirements or to replace its lost revenues, Cincinnati Bell believes that the result would have a material adverse impact on its revenues and earnings. The material impact would result from the elimination of certain revenues designed to subsidize residential telephone service and increased costs to develop or modify systems to allow number portability and interconnection.

CBT also believes that implementation of the FCC order would significantly enhance the position of its competitors, which would have an additional adverse impact on CBT's revenues and earnings from operations within its territory. In the first of these proceedings, the FCC will be implementing a universal service funding mechanism which is currently being developed by a joint board made up of state and federal regulators. In the second of these proceedings, the FCC will be reforming the current access charge regime, which could result in an additional reduction in revenues.


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In the third, the FCC will be implementing regulations that may require certain LECs to share their infrastructure, technology, information and facilities with certain smaller telecommunications service providers. At the state level, the PUCO recently adopted a set of local service guidelines that largely mirror the requirements of the Act and the FCC regulations discussed above.


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  4. Other entities have been granted certificates to provide basic local exchange service in Ohio, although not in CBT's operating territory. CBT has sought rehearing of the local service guidelines in accordance with the PUCO's administrative procedures, and will consider further review by the Ohio Supreme Court if the local service guidelines are not appropriately modified on rehearing.

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    If CBT is unsuccessful in these efforts, Cincinnati Bell believes that CBT will face increased competition which may have a material adverse effect on its operating results. The impact of the proposed regulatory changes may be mitigated through modification of the final rules, waivers of the rules and price increases in other regulated services e. General CBIS was formed in to leverage Cincinnati Bell's knowledge and expertise in data processing and billing for the telecommunications industry.

    CBIS provides data processing services and software systems that generate billing information and manage customer information for communications services businesses. CBIS's customers are large corporations in the U. CBIS is the leading provider of billing and customer care services to the wireless telecommunications market in North America, which includes the cellular as well as the PCS industry.

    CBIS has been the market leader of billing systems to the cellular industry for more than ten years and serves many of the top cellular carriers. CBIS's systems generate bills for cellular telephone customers in 23 of the 25 largest U.

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    CBIS also provides billing and customer care services to companies that operate traditional wireline telecommunications networks, including CBT. It develops network management systems for communications companies and customer care and billing systems for cable television systems operators in the U.

    CBIS's systems also support the provision of telephone services by cable television system operators in the U. CBIS recently began to offer service bureau billing services to the cable television industry. In March , CBIS acquired X International, an established information technology company located in Bristol, England, that provides customer care and billing software for a wide range of telecommunications companies utilizing the Global System for Mobile Communications "GSM" standard.

    Business CBIS serves clients principally by processing data and creating bills using proprietary software. CBIS provides and manages billing systems in a service bureau environment where its extensive experience results in significant cost and service advantages to clients. These advantages include freeing the client to concentrate on core competencies, predictable costs, information management expertise and access to advanced technology without capital expense.

    It uses information from communications service providers to calculate and generate bills for the usage of communications services, generally on a monthly cycle.

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    CBIS strives to provide state-of-the-art systems and facilities that provide reliability and responsiveness. CBIS's systems select the correct plan for each customer from the thousands of pricing plans provided by its clients. These systems generate billing information for more than 12 million bills per month, including approximately , bills generated for CBT, based on each customer's billing preferences. CBIS's revenue from this business is determined in large part by the number of bills it produces and the number of accounts it manages.

    In the wireless industry, pricing plans are complex and change frequently. Customers of CBIS's clients frequently change service plans and service providers. Additionally companies in the wireless industry are growing rapidly. CBIS's ability to manage this change and growth successfully is an important factor in its success.

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    CBIS also updates pricing plans and customer records for its clients and makes customer information available to clients on-line, helping these clients better manage their relationships with their telecommunications customers. CBIS typically is compensated at an hourly rate for these and other consulting services. Most of CBIS's services are provided under contracts for terms of two to ten years, certain of which may be terminated at specified times prior to expiration with prior written notice.

    CBIS recently introduced service bureau billing as an option for its cable television clients. CBIS's systems development and support are dependent on its ability to attract and retain its professional staff. There can be no assurance that CBIS's labor costs will not increase in the future. This figure includes the estimated cost of customer care and billing services used by wireless, wireline and cable television services providers, including services they provide to themselves.

    The cellular industry's subscriber base was approximately 34 million at the end of At the end of , CBIS's data centers generated billing information for more than 10 million monthly customer statements for cellular subscribers. Opportunities The wireless communications industry also includes a number of emerging services, including PCS, which uses digital technologies to increase the range of features, service quality and operating efficiency of mobile communications services.

    Increased competition in the communications industry should increase the opportunities for CBIS. CBIS recently entered into contracts to provide customer care and billing services to three of the largest potential providers of PCS services in the United States based on both issued and projected license awards.

    Sprint Spectrum L. These new PCS contract awards coupled with CBIS's existing cellular billing contracts position CBIS to be a leading provider of customer care and billing services to a much broader wireless services industry if its clients are successful in PCS and other wireless services businesses. MATRIXX provides a full range of customer service, sales support and telephone marketing solutions to major companies in its targeted industries.

    MATRIXX principally focuses on developing long-term, strategic outsourcing relationships with large clients in the telecommunications, technology, financial services, consumer products and direct response industries. MATRIXX focuses on clients in these industries because of the complexity of the service required, the anticipated growth of their businesses and their continuing need for customer service support.

    Often, the level of support these companies require and the close relationships they build with MATRIXX lead to higher returns versus short-term client programs. For example, MATRIXX built a team of sales account managers who are the dedicated sales channel to a consumer products company's retail and wholesale accounts.

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