IPO Company Profile
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Convergys Corporation
201 East Fourth Street, Cincinnati, OH 45202 * (513) 397-5364

The company is a leading provider of outsourced billing and customer management solutions, the company serves as a single provider capable of addressing a client's entire range of billing and customer management needs.

Primary Underwriting Group
ManagerTierPhone
Morgan Stanley Dean Witter Discover & Co.Lead Manager (212) 761-5900
BancAmerica Robertson StephensCo-manager (415) 989-8500
Bear, Stearns & Co. Inc.Co-manager (212) 272-4850
Merrill Lynch & Co.Co-manager (212) 449-4600
Salomon Smith BarneyCo-manager (212) 723-7300

Offering Information
NYSE:CVG Service: SIC 7389
Type of Shares:Common Shares Filing Date:5/26/98
U.S. Shares:13,000,000 Offer Date:8/12/98
Non-U.S. Shares:0 Filing Range:$15.00 - $17.00
Primary Shares:13,000,000 Offer Price:$15.00
Secondary Shares:0 Gross Spread:$0.98
Offering Amount: $208,000,000 Selling:
Expenses:$1,810,000 Reallowance:
Post-IPO Shares: -
Spin out parent firm: Cincinnati Bell, Inc.
Employees:21300

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Frost & Jacobs LLP
Bank's Law Firm: Shearman & Sterling
Registrar/Transfer Agent: Fifth Third Bank, OH
Auditor: Coopers & Lybrand

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/97 3/31/98 3/31/97 3/31/98
Revenue:$987.50$308.60$243.30Assets:$1,358.80
Net Income:$86.60-$2.30$26.80Curr Assets:
EPS:Liabilities:$929.10
Prior EPS:Curr Liab:
Cash Flow/Oper:$127.40Equity:$429.70
Cash Flow/Fin:-$52.80Cash:
Cash Flow/Inv:-$74.80

Competition
The Company currently faces significant competition in its markets and expects that the level of price, product and service competition will continue to increase. The Company believes that the principal competitive factors in its industry are service quality, sales and marketing skills, the ability to develop customized solutions, price and technological expertise. As a result of the trend toward international expansion by foreign and domestic competitors and continuing technological changes, the Company anticipates that new and different competitors will enter its markets. These competitors may include entrants from the communications, teleservices, software and data networking industries. Certain existing competitors have, and new competitors may have, greater financial capabilities, more technological expertise and/or more recognizable brand names. Depending on the continuing pace of international expansion by domestic and foreign competitors, the nature of their product and service offerings and pricing practices, as well as the new types of product offerings from companies in other industries and the timing and circumstances of the entry of these competitors into the Company's markets, the Company's market share may be adversely affected.

Business Plan
The Company's growth strategy is designed to capitalize on the fundamental trends supporting billing and customer management outsourcing while leveraging the Company's competitive strengths to further its market leadership.

Use of Proceeds
The proceeds from the proposed offering will be used to repay the parent a portion of the company's indebtedness which was incurred primarily to fund the Transtech Acquisition.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Cincinnati Bell Inc.1.000.91
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Steven G. RollsC.F.O.43
Ronald E. SchultzC.O.O.43
Brian C. HenryC.O.O.41
Charles S. Mechem, Jr.Chairman and Director67
William D. Baskett IIIGeneral Counsel and Secretary59
Robert J. MarinoPresident51
David F. DoughertyPresident41
James F. OrrPresident and C.E.O. and Director52
Robert P. Komin, Jr.V.P. and Treasurer35

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