EX-99.(E) 3 a2115885zex-99_e.txt EXHIBIT 99(E) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 CHECK THE APPROPRIATE BOX: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement BROADWING COMMUNICATIONS INC. -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX): [ ] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. 1) Title of each class of securities to which transaction applies: N/A ----------------------------------- 2) Aggregate number of securities to which transaction applies: N/A -------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): $94,502,869.50 In aggregate cash to be received by Registrant (rule 240.0-11(c)(2)) ------------------------------------------------------------------------------------ 4) Proposed maximum aggregate value of transaction: -------------------------------------------------- 5) Total fee paid: $18,900.57 ----------------------------------------------------------------------------------- [X] Fee previously paid with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid:___________________________________________________________________________ 2) Form, Schedule or Registration Statement No.:_____________________________________________________ 3) Filing Party:_____________________________________________________________________________________ 4) Date Filed:_______________________________________________________________________________________
BROADWING COMMUNICATIONS INC. NOTICE OF ACTION BY WRITTEN 1122 Capital of Texas Highway South CONSENT OF SHAREHOLDER Austin, Texas 78746 -------------------------------------------------------------------------------- To our Shareholders: Broadwing Inc. is the holder of all of the outstanding shares of common stock, $.01 par value, of Broadwing Communications Inc. (the "Company") and has approved in writing the re-election of Thomas L. Schilling as a director of the Company for a one-year term ending in 2004. The re-election of Mr. Schilling as a director shall not become effective until at least 20 days after the mailing of the enclosed Information Statement. Your consent is not required and is not being solicited in connection with this action. Pursuant to Section 228 of the Delaware General Corporation Law, you are hereby being provided with notice of the approval by less than the unanimous written consent of the eligible voting shareholders of the Company. Pursuant to the Securities Exchange Act of 1934, you are hereby being furnished with an Information Statement relating to this action. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ATTACHED INFORMATION STATEMENT IS BEING SENT TO YOU FOR INFORMATION PURPOSES ONLY. By Order of the Board of Directors Jeffrey C. Smith Secretary April 30, 2003 Broadwing Communications Inc. 1122 Capital of Texas Highway South Austin, Texas 78746 Information Statement Relating to the Election of Thomas L. Schilling as a Director For a One-Year Term Ending in 2004 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. The Approximate Date of Mailing of this Information Statement is April 30, 2003 This Information Statement is being furnished by Broadwing Communications Inc., a Delaware corporation (the "Company"), to the holders of the Company's 12 1/2% Series B Junior Exchangeable Preferred Stock Due 2009, $.01 par value (the "Preferred Shares"), in connection with the election of Thomas L. Schilling as a director of the Company for a one-year term ending in 2004. The director who receives the greatest number of votes is elected to the Board of Directors. Broadwing Inc. ("Broadwing") is the holder of all of the outstanding Common Stock, $.01 par value, of the Company (the "Common Shares") and has consented in writing to the election of Thomas L. Schilling as a director for a one-year term ending in 2004. Broadwing's approval constitutes over 90% of the votes entitled to cast on the election of Mr. Schilling as a director. Mr. Schilling has served as the sole director of the Company since September 20, 2002. Accordingly, all corporate actions necessary to elect Mr. Schilling as a director for a one-year term ending in 2004 have been taken. The re-election of Mr. Schilling as a director shall not become effective until at least 20 days after the Company has mailed this Information Statement to the holders of the Preferred Shares. The Company has asked brokers and other custodians and fiduciaries to forward this Information Statement to the beneficial owners of the Preferred Shares held of record by such persons. The Company will reimburse such persons for out-of-pocket expenses incurred in forwarding such materials. The executive offices of the Company are located at 1122 Capital of Texas Highway South, Austin, Texas 78746. All holders of record of the Preferred Shares at the close of business on April 28, 2003 will receive this Information Statement. VOTING SECURITIES The Company's Board of Directors has fixed the close of business on April 28, 2003, as the record date (the "Record Date") for the determination of shareholders entitled to vote. As of the Record Date, 500,000 Common Shares and 395,210 Preferred Shares were entitled to vote. The Company's parent, Broadwing Inc. ("Broadwing") owns 100% of the Common Shares and is entitled to one vote for each Common Share. Preferred shareholders are entitled to one-tenth of one vote for each Preferred Share owned on the Record Date. The Preferred Shares vote with the Common Shares as one class. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The Company is not aware of any directors or officers that own any equity securities of the Company. The Company has only limited information concerning the beneficial ownership of the Preferred Shares because substantially all of the Preferred Shares are registered in the name of nominees. The following table sets forth certain information as of the record date regarding the only shareholder of the Company known by the Company to be the beneficial owner of more than 5% of any class of the Company's voting securities:
Amount and Nature of Percent Title of Class Name and Address of Ownership of Class -------------- ------------------- --------- -------- Beneficial Owner ---------------- Common Shares Broadwing Inc. 500,000 100% 201 East Fourth Street P.O. Box 2301 Cincinnati, Ohio 45201
BOARD OF DIRECTORS GENERAL INFORMATION The Board of Directors of the Company (the "Board") is responsible for establishing broad corporate policies and for the overall performance of the Company. On September 20, 2002, Mr. Schilling became the sole member of the Board. As the Chief Financial Officer of the Company, Mr. Schilling is involved in day-to-day operating details and is also kept informed of the Company's business by various operating and financial reports and documents. Since the Company has one director, the Board does not ordinarily hold official meetings. The sole director takes action by written consent in lieu of meeting whenever needed. The Company does not have any Board committees. In 2002, the Board did not hold any meetings. 2 COMPENSATION OF DIRECTORS Mr. Schilling does not receive any separate compensation for serving on the Board of the Company. SHARE OWNERSHIP OF DIRECTORS AND OFFICERS The Company is not aware of any directors or named executive officers that own any equity securities of the Company. The following table sets forth the beneficial ownership of common shares of Broadwing Inc. as of April 1, 2003 by each director and each executive officer named in the Summary Compensation Table on page 7 and by all directors and officers of the Company as a group.
Broadwing Common Shares Beneficially Owned as of April 1, 2003 Percent of Broadwing Common Shares ------------------- ---------------------------------- Richard G. Ellenberger (a) 1,882,300 .86 Kevin W. Mooney (a)(b) 741,154 .34 Robert D. Shingler 0 0 Thomas L. Schilling (a) 199,702 .09 John F. Cassidy (a) 674,816 .31 Jeffrey C. Smith (a)(c) 556,081 .25 All directors and officers as a group 4,456,510 2.04 (consisting of 8 persons, including those named above)
------------ (a) Includes Broadwing Common Shares subject to outstanding options that are exercisable by such individuals within 60 days. The following options are included in the totals: 1,882,300 Broadwing Common Shares for Mr. Ellenberger; 741,154 Broadwing Common Shares for Mr. Mooney; 674,816 Broadwing Common Shares for Mr. Cassidy; 199,702 Broadwing Common Shares for Mr. Schilling; and 556,081 Broadwing Common Shares for Mr. Smith. (b) Includes 210 Broadwing Common Shares held directly by Mr. Mooney or by a person with whom Mr. Mooney has a duty of trust or confidence such as a spouse, parents, children or siblings, but as to which Broadwing Common Shares Mr. Mooney disclaims beneficial ownership. Mr. Mooney expressly declares that the filing of this Information Statement shall not be construed as an admission that he is beneficial owner for purposes of Section 13(d) or 13(g) of the Securities and Exchange Act of 1934. (c) Includes 4,400 Broadwing Common Shares held directly by Mr. Smith or by a person with whom Mr. Smith has a duty of trust or confidence such as a spouse, parents, children or siblings, but as to which Broadwing Common Shares Mr. 3 Smith disclaims beneficial ownership. Mr. Smith expressly declares that the filing of this Information Statement shall not be construed as an admission that he is beneficial owner for purposes of Section 13(d) or 13(g) of the Securities and Exchange Act of 1934. ELECTION OF DIRECTORS The Board of the Company presently consists of one director, Thomas L. Schilling, Chief Financial Officer of the Company, and Chief Financial Officer of Broadwing Inc. The director is elected for a one-year term. The Board has nominated Mr. Schilling, who is an incumbent director, as a director, to serve until his successor is elected and qualified. Broadwing has approved the election of Mr. Schilling as a director for a one-year term ending in 2004 and until his successor is duly elected and qualified. For Mr. Schilling, there follows a brief listing of his principal occupation during at least the past five years, other major affiliations and his age on the date of this Information Statement. DIRECTOR Mr. Schilling is currently Chief Financial Officer of Broadwing and has been CFO of the Company since July, 2002; Senior Vice President and Chief Financial Officer of Broadwing Communications from 1999-2002; Chief Financial Officer of AutoTrader.com from 1998-1999; Managing Director of MCI Systemhouse from 1997-1998; Director of Finance of MCI Communications from 1995-1997. Age 40. 4 BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION The Company currently does not have a compensation committee. Mr. Mooney is responsible for administering executive compensation policies for the officers of the Company, other than for the named executive officers who are also officers of Broadwing Inc. The Broadwing Inc. Compensation Committee administers the compensation of Messrs. Schilling, Mooney, Cassidy and Smith. In 2002, Broadwing paid the compensation of Messrs. Schilling, Mooney and Smith, and the Company paid the compensation of Mr. Shingler. COMPENSATION PHILOSOPHY The Company's executive compensation program consists of three elements: base salary, annual incentive compensation and long term incentive compensation and targets each executive's total direct compensation to be competitive with the revenue adjusted median of the marketplace, using information from general industry, telecommunications and high-technology surveys conducted by outside consultants. BASE SALARIES. Base salaries have been established at ranges that are comparable to similar positions at other companies based upon the Company's market data. The Company intends to adjust salaries based upon individual performance and upon the results of the Company's market data. The salaries of the named executive officers appear in the "Summary Compensation Table." ANNUAL INCENTIVES. The annual incentives of the named executive officers, other than Mr. Shingler, were determined by the Broadwing Inc. Compensation Committee. The annual incentive of Mr. Shingler was determined by the Company. The annual bonuses of the named executive officers appear in the "Summary Compensation Table." LONG TERM INCENTIVES. The long term incentives of the named executive officers of the Company include stock options, restricted stock and performance unit awards under Broadwing's benefit plans. The stock option grants to the named executive officers are shown in the "Grants of Stock Options" table. COMPENSATION OF CHIEF EXECUTIVE OFFICER. Since October 1, 2002 Mr. Mooney has served in the capacity of Chief Executive Officer of the Company and as the Chief Executive Officer of Broadwing Inc. Mr. Mooney is compensated by Broadwing as set forth in the "Summary Compensation Table." 5 COMPENSATION LIMITATION. Section 162(m) of the Internal Revenue Code (the "Code") generally limits the available deduction to the Company for compensation paid to any of the Company's named executives to $1,000,000, except for performance-based compensation that meets certain technical requirements. Mr. Mooney and the Broadwing Compensation Committee desire to maximize the amount of compensation expense that is deductible by the Company when it is appropriate and in the best interests of the Company and its shareholders. However, compensation decisions will continue to be based primarily on the extent to which performance goals have been achieved and on the effectiveness of each type of compensation for incenting results. Sole Director: Thomas L. Schilling COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Company currently does not have a compensation committee. Mr. Schilling, the Chief Financial Officer of the Company, is also the sole director of the Company. During 2002 Mr. Mooney made decisions concerning executive officer compensation, other than for himself and Messrs. Cassidy and Smith. 6 EXECUTIVE COMPENSATION I. SUMMARY COMPENSATION TABLE The following table shows the compensation of the Chief Executive Officer and the other four most highly compensated executive officers of the Company or any of its subsidiaries for services to the Company during fiscal year 2002, as well as their compensation for each of the fiscal years ending December 31, 2001 and December 31, 2000. Mr. Schilling served as a director of the Company but received no separate compensation in that capacity. All compensation for Messrs. Schilling, Mooney, Cassidy and Smith is paid by Broadwing Inc. and not the Company. A portion of Broadwing's expenses are passed through to the Company as part of an overall management fee charged by Broadwing.
LONG-TERM COMPENSATION -------------------------------------- AWARDS PAYOUTS ---------------------------- --------- ANNUAL COMPENSATION RESTRICTED SECURITIES LONG-TERM ------------------------------------ STOCK UNDERLYING INCENTIVE ALL OTHER OTHER ANNUAL AWARD(S) OPTIONS/SARs PAYOUTS COMPENSATION NAME AND SALARY BONUS COMPENSATION ($) (#) ($) ($) (b) PRINCIPAL POSITION YEAR $(a) $ $ ------------------ ---- --------- --------- ------------- ---------- ----------- --------- -------------- Kevin W. Mooney 2002 $575,385 $580,000 (d) $ 0 600,000 $ 0 $ 8,000 Chief Operating 2001 $415,385 $225,000 (d) $ 0 750,000 $ 89,136 $ 6,800 Officer (until 2000 $320,000 $320,000 (d) $ 410,000(e) 20,000 $ 0 $17,631 10/02) Chief Executive Officer effective 10/02 Richard G. 2002 $696,635 0 $100,962(c) $ 0 400,000 $ 0 $3,508,000(g) Ellenberger 2001 $802,885 $675,000 (d) $ 0 1,000,000 $ 322,189 $ 6,800 President and 2000 $700,000 $610,000 (d) $ 800,000(e) 98,100 $ 0 $ 6,832 Chief Executive Officer until 10/02 John F. Cassidy 2002 $496,154 $433,000 (d) $ 0 600,000 $ 0 $ 8,000 Chief Operating 2001 $403,077 $250,000 (d) $ 0 480,000 $ 0 $ 6,800 Officer effective 2000 $274,615 $340,000 (d) $ 400,000(e) 415,000 $ 0 $ 6,282 10/02 Thomas Schilling 2002 $288,462 $215,000 (d) $ 0 300,000 $ 0 $ 8,000 Chief Financial 2001 $222,500 $100,000 (d) $ 0 160,000 $ 0 $ 6,800 Officer effective 2000 $205,000 $150,360 (d) $ 210,000(e) 400 $ 0 $ 6,832 07/02 Jeffrey C. Smith 2002 $350,000 $230,000 (d) $ 0 250,000 $ 0 $20,044 Chief Human 2001 $277,885 $279,375 (d) $ 0 400,000(f) $ 0 $14,836 Resources 2000 $222,115 $183,000 (d) $ 275,000(e) 20,000 $ 0 $ 6,800 Officer, General Counsel and Secretary Robert D. Shingler 2002 $183,865 $157,988 (d) $ 0 300,000 $ 0 $ 3,510 President Effective 10/02
(a) For 2002, in the case of Mr. Mooney, base salary reflects a blend of his starting annual salary rate of $550,000 and, following his appointment as CEO, an ending annual salary rate of $660,000. Mr. Cassidy's actual pay reflects a blend of his starting annual salary 7 rate of $480,000 and, following his appointment as COO, an ending annual salary rate of $550,000. Mr. Schilling's actual pay reflects a blend of his starting annual salary rate of $235,000 and, following his appointment as CFO, an ending annual salary rate of $325,000. (b) Represents Company contributions to defined contribution savings plans and to the Executive Deferred Compensation Plan described on page 11. (c) Represents a required payment of accrued vacation monies to Mr. Ellenberger subsequent to separation of employment. (d) Does not include the value of perquisites and other personal benefits because the total amount of such compensation, if any, does not exceed the lesser of $50,000 or 10% of the total amount of the annual salary and bonus for the individual for the year. (e) The Company awarded Messrs. Mooney, Ellenberger, Cassidy, Schilling, and Smith each a restricted stock grant of, respectively, 16,693 common shares, 32,570 common shares, 16,285 common shares, 8,550 common shares, 11,196 common shares and 7,337 common shares, with restrictions lapsing for 50% of the shares on December 13, 2001 and for the remaining 50% on December 13, 2002 for each executive. The value of these shares as of December 31, 2002, based on the average of the high and low price of the common shares on the NYSE on such date, was $59,677 for Mr. Mooney, $116,438 for Mr. Ellenberger, $58,219 for Mr. Cassidy, $30,566 for Mr. Schilling, and $40,026 for Mr. Smith. (f) This total represents an annual grant of 315,000 stock options and 85,000 stock appreciation rights ("SARs"). (g) Represents $8,000 in Company contributions to defined contribution savings plan described on page 14, as well as a one-time $3,500,000 lump sum severance payment following termination of employment. 8 II. GRANTS OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS IN LAST FISCAL YEAR The Company did not grant stock options to purchase Common Shares in 2002. The following table shows all individual grants by Broadwing of stock options to purchase Broadwing Common Shares granted to the named executive officers of the Company during the fiscal year ended December 31, 2002.
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE SECURITIES OPTIONS/SARs AT ASSUMED ANNUAL RATES OF UNDERLYING GRANTED TO EXERCISE STOCK PRICE APPRECIATION OPTIONS/SARS EMPLOYEES IN OR BASE FOR OPTION TERM(b) GRANTED FISCAL YEAR PRICE EXPIRATION -------------------------- NAME (#)(a) ($/SH) DATE 5%($) 10%($) ---------------------------------------------------------------------------------------------------------------------- Richard G. Ellenberger 400,000 4.000% $ 9.6450 12/4/11 $ 875,421 $2,218,490 Kevin W. Mooney 600,000 9.000% $ 3.4800 12/5/12 $1,313,132 $3,327,734 John F. Cassidy 600,000 9.000% $ 3.4800 12/5/12 $1,313,132 $3,327,734 Jeffrey C. Smith 250,000 3.750% $ 3.4800 12/5/12 $ 547,138 $1,386,556 Robert D. Shingler 100,000 1.500% $ 6.99 9/5/12 $ 439,597 $1,114,026 200,000 3.000% $ 3.48 12/5/12 $ 437,711 $1,109,245 Thomas L. Schilling 300,000 4.500% $ 3.4800 12/5/12 $ 656,566 $1,663,867
(a) The material terms of the options granted are: grant type: non-incentive; exercise price: fair market value on grant date; exercise period: generally exercisable 28% after one year, and 3% per month for the next 24 months thereafter; term of grant, 10 years; termination: except in case of retirement, disability, death or change in control of the Company, any unexercisable options are generally cancelled upon termination of employment (b) As required by rules of the Securities and Exchange Commission, potential values stated are based on the prescribed assumption that the common shares will appreciate in value from the date of the grant to the end of the option term (ten years from the date of the grant) at annualized rates of 5% and 10% (total appreciation of 62.8% and 159.3%) resulting in values of approximately $15.71 and $25.02 for all options expiring on December 4, 2011; $11.39 and $18.13 for options expiring on September 5, 2012; and $5.67 and $9.03 for all options expiring on December 5, 2012. They are not intended, however, to forecast possible future appreciation, if any, in the price of the common shares. The total of all stock options granted to employees, including executive officers, during fiscal 2002 was approximately 3.1% of the total number of common shares outstanding as of December 31, 2002. As an alternative to the assumed potential realizable values stated in the above table, the Securities and Exchange Commission rules would permit stating the present value of such options at date of grant. Methods of computing present values suggested by different authorities can produce significantly different results. Moreover, since stock options granted by the Company are not transferable to persons other than family members, there are no objective 9 criteria by which any computation of present value can be verified. Consequently, the Company's management does not believe there is a reliable method of computing the present value of such stock options for proxy disclosure purposes. III. AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES There are no outstanding options to purchase Common Shares of the Company. The following table shows aggregate option exercises for Broadwing Common Shares in the last fiscal year by each of the named executive officers and fiscal year-end values of each such officer's unexercised options at December 31, 2002:
NUMBER OF SECURITIES VALUE OF UNEXERCISED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS OPTIONS AT FY-END (#) AT FY-END ($) (a) SHARES ACQUIRED VALUE EXERCISABLE EXERCISABLE NAME ON EXERCISE (#) REALIZED ($) (E)/UNEXERCISABLE (U) (E)/UNEXERCISABLE (U) ----------------------------------------------------------------------------------------------------------------------- Richard G. Ellenberger 0 $0 (E) 1,695,250 (E) 0 (U) 1,885,050 (U) 0 Kevin W. Mooney 0 $0 (E) 600,200 (E) 0 (U) 1,574,500 (U) 57,000 John F. Cassidy 0 $0 (E) 538,100 (E) 0 (U) 1,254,200 (U) 57,000 Jeffrey C. Smith 0 $0 (E) 473,346 (E) 0 (U) 525,350 (U) 23,750 Robert D. Shingler 0 $0 (E) 0 (E) 0 (U) 300,000 (U) 9,500 Thomas L. Schilling 0 $0 (E) 165,000 (E) 0 (U) 395,400 (U) 28,500
(a) On December 31, 2002, the value of a common share on the NYSE (based on the average of the high and low price of the common shares on such date) was $3.575 per share. IV. LONG TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR None granted. 10 EXECUTIVE DEFERRED COMPENSATION PLAN The Broadwing Executive Deferred Compensation Plan permits, for any calendar year, each employee of Broadwing and any subsidiary of Broadwing whose base pay and targeted bonus for the immediately preceding calendar year was at least $200,000 (a "key employee") to defer receipt of up to 75% of his or her base salary, up to 100% of his or her cash bonuses (including annual incentive awards and cash awards under the Long Term Incentive Plan) and up to 100% of any Broadwing Common Share awards (not including awards of stock options or restricted stock) provided him or her under the Long Term Incentive Plan. In addition, any key employee who has received a restricted stock award under the Long Term Incentive Plan may generally elect to surrender any of the restricted shares of such award as long as such surrender is at least six months prior to the date on which the restrictions applicable to such shares would otherwise have lapsed. For all key employees who participate in the Broadwing Executive Deferred Compensation Plan, there is also a Broadwing "match" on the amount of base salary and cash bonuses deferred under the plan for any calendar year. In general, to the extent a participating key employee's base salary and cash bonuses for the applicable year do not exceed a certain annual compensation limit prescribed by the Code for tax-qualified plans (which limit was $170,000 for 2001 and $200,000 for 2002), the match is 4% of the base salary and cash bonuses deferred by the employee under the plan. To the extent a participating key employee's base salary and cash bonuses for the applicable year exceed the appropriate annual compensation limit, the match is generally equal to the lesser of 66 2/3 % of the base salary and cash bonuses deferred by the key employee under the plan or 4% of the key employee's base salary and cash bonuses for the applicable year that are in excess of such annual compensation limit. Amounts deferred or surrendered by any participating key employee under the Broadwing Executive Deferred Compensation Plan and any related Broadwing "match" are credited to the account of the participant under the plan and are assumed to be invested in various mutual funds or other investments (including Broadwing Common Shares) as designated by the participant; except that any restricted stock that is surrendered under the plan is generally assumed to be invested in Broadwing Common Shares until at least six months after the date on which the restrictions applicable to such shares would otherwise have lapsed and that any Broadwing Common Share awards that are deferred under the plan are assumed to be invested in Broadwing Common Shares. The accounts under the Broadwing Executive Deferred Compensation Plan are not funded, and benefits are paid from the general assets of Broadwing and its subsidiaries. Upon the termination of employment of any participant under the Broadwing Executive Deferred Compensation Plan, the amounts then credited to the participant's account are generally distributed, as so elected by the participant, in two to ten annual installments (in cash and/or Broadwing Common Shares); except that any amounts credited to his or her account under the plan that are attributable to his or her surrender of restricted stock (not including amounts that were credited to such account as assumed cash dividends on such stock) are forfeited if the 11 restricted stock would have been forfeited at the time of the participant's termination of employment had such stock not been surrendered under the plan. In addition, as a special rule, in the event of a change in control of Broadwing, all of the amounts then credited under the plan to a participant's account under the plan are generally paid in a lump sum on the day after the change in control. The 2002 "match" for Mr. Smith under the Broadwing Executive Deferred Compensation Plan is reflected in the Summary Compensation Table under the "All Other Compensation" column. Messrs. Schilling, Cassidy, Shingler, and Mooney did not participate in the Broadwing Executive Deferred Compensation Plan during 2002. V. DEFINED BENEFIT OR ACTUARIAL PLAN DISCLOSURE All of the named executive officers of the Company participated during 2002 in the Broadwing Pension Plan (the "Management Pension Plan"), which was formerly named the Cincinnati Bell Management Pension Plan and is a tax-qualified defined benefit pension plan. Mr. Mooney also participated in a non-tax-qualified pension plan known as the Broadwing Inc. Pension Program (formerly known as the Cincinnati Bell Inc. Pension Program) (the "Pension Program"). The basic benefit formula under the Management Pension Plan is a cash balance formula. Under this formula, each participant has an account to which pension credits are allocated at the end of each year based upon the participant's attained age and plan compensation for the year (with such plan compensation being subject to a maximum legal annual compensation limit, which limit was $170,000 for 2001 and $200,000 for 2002). To the extent that a participant's plan compensation exceeds the Social Security old age retirement taxable wage base, additional pension credits are given for such excess compensation. The following chart shows the annual pension credits which are given at the ages indicated: 12 ATTAINED AGE PENSION CREDITS ------------ --------------- Less than 30 years 2.75% of total plan compensation plus 2.75% of excess compensation for 2002 30 but less than 35 years 3.00% of total plan compensation plus 3.00% of excess compensation for 2002 35 but less than 40 years 3.50% of total plan compensation plus 3.50% of excess compensation for 2002 40 but less than 45 years 4.25% of total plan compensation plus 4.25% of excess compensation for 2002 45 but less than 50 years 5.25% of total plan compensation plus 5.25% of excess compensation for each of 2001 and 2002 50 but less than 55 years 6.50% of total plan compensation plus 6.50% of excess compensation for each of 2001 and 2002 55 or more years 8.00% of total plan compensation plus 8.00% of excess compensation for each of 2001 and 2002 A participant's account under the Management Pension Plan is also generally credited with assumed interest for each calendar year at a certain interest rate. Such interest rate is 6.5% per annum for 2003 with respect to a participant while he or she is still employed by Broadwing or a Broadwing subsidiary and 3.5% (or 4% if a participant elects out of a pre-retirement death benefit) for a participant while he or she is not so employed. (In the case of a participant who was a participant in the Management Pension Plan on December 31, 1993 or who has benefits transferred from other plans to the Management Pension Plan, the participant's account also was credited with pension credits equivalent to the participant's accrued benefit on that date or when such benefits are transferred, as the case may be.) After retirement or other termination of employment, a participant under the Management Pension Plan is entitled to elect to receive a benefit under the plan in the form of a lump sum payment or as an annuity, generally based on the balance credited to the participant's cash balance account under the plan when the benefit begins to be paid (but also subject to certain transition or special benefit formula rules in certain situations). Under the Pension Program, each current active participant's pension at retirement, if paid in the form of a single life annuity, generally will be an amount equal to the difference between 50% of the participant's average monthly compensation (for the 36-month period that occurs during the 60-month period preceding retirement that produces the highest compensation amount) and the sum of the participant's benefits payable under the Management Pension Plan (including for this purpose amounts which are intended to supplement or be in lieu of benefits under the Management Pension Plan) and Social Security benefits. Also, there is a reduction in 13 such pension amount of 2.5% for each year by which the sum of the participant's years of age and years of service at retirement total less than 75, and no benefits are payable if the participant terminates employment (other than by reason of his or her death) prior to attaining age 55 and completing at least 10 years of service credited for the purposes of the plan. As a participant under the Pension Program, if Mr. Mooney continues in employment and retires at age 65, his estimated single life annuity annual pension amounts under both the Management Pension Plan and the Pension Program combined, prior to deduction for Social Security benefits and assuming his annual compensation for all years subsequent to 2003 will be the same as his targeted compensation for 2003, would be $686,000. Since Mr. Mooney is currently age 44 with twelve years of service his annual pension amount would not be reduced under the current provisions of the Pension Program if he retires prior to age 65. 401(k) PLAN Broadwing's 401(k) Plan (the "401(k) Plan") is a tax-qualified retirement plan. During 2002, in general, all employees of the Company who had attained age 20 1/2 were eligible to participate in the Broadwing 401(k) Plan. Participants were able to make pre-tax contributions to the 401(k) Plan in an amount not to exceed $11,000 for 2002. EFFECT OF CHANGE IN CONTROL ON CERTAIN EXECUTIVE COMPENSATION PLANS Under the Long Term Incentive Plan, in the event of a change in control, all outstanding stock options will become immediately exercisable, all restrictions applicable to restricted stock awards will lapse and a pro rata portion of all accrued incentive awards will be paid in cash. Under the Executive Deferred Compensation Plan, the present value of all deferred amounts will be paid in cash in the event of a change in control. The present values of all accrued unfunded benefits under the Management Pension Plan and the Pension Program will be funded within five days after a change in control. 14 VI. EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS Employment Agreement with Mr. Shingler Effective October 23, 2002, the Company entered into an employment agreement with Mr. Shingler which provides for the employment and retention of Mr. Shingler for a one-year term commencing on October 23, 2002. The employment agreement provides for a minimum base salary of $350,000 per year; a minimum bonus target of $210,000 per year; a grant of options to purchase common shares each year with three year vesting. The employment agreement provides that, if Mr. Shingler's employment is terminated by Employee within one year following a change in control of the Company, Mr. Shingler will receive a lump sum payment equal to one times his annual base salary and bonus target on the date of termination, plus certain continued medical, dental, vision and life insurance benefits. PERFORMANCE GRAPH The Performance Graph is not relevant since the Company has not had a class of common stock registered under Section 12 of the Securities Exchange Act of 1934 since 1999. OTHER MATTERS SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers, directors and persons who own more than 10% of a registered class of the Company's equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the New York Stock Exchange. Officers, directors and greater than 10% shareholders are required by regulations of the Securities and Exchange Commission to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, the Company believes that, during the period commencing January 1, 2002 and ending December 31, 2002, all such persons complied on a timely basis with any filings required under the filing requirements of Section 16(a). CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS From time to time the Company engages in transactions with its parent company, Broadwing, and/or Broadwing's other subsidiaries. In particular, these entities perform certain oversight and management functions for the Company, including but not limited to general management, payroll processing, cash management, and benefit plan management. In addition, certain of the executive officers of the Company are compensated directly by Broadwing. The Company also engages in commercial transactions with Broadwing subsidiaries in which these entities sell to third parties services provided by the Company. The Company is also a party to an intercompany note obligation between itself and Broadwing for money borrowed from 15 Broadwing. Any of these transactions either individually or in the aggregate may or do exceed $60,000 in value per annum. All of these transactions are performed under terms and conditions (including compensation) that are equivalent to or better than those that the Company could obtain on an arms-length basis from unaffiliated third parties. In addition, on February 22, 2003, certain of the Company's subsidiaries entered into an agreement to sell all or substantially off of their assets to CIII Communications Inc. ("CIII") for $129 million in cash and the assumption of certain liabilities. Under their employment agreements, each of Messrs. Mooney, Smith and Schilling are entitled to a success payment for, among other things, successfully closing the sale to CIII. Such success fee ranges from 100% of salary plus target bonus for Mr. Mooney, to 50% of salary plus target bonus for Messrs. Schilling and Smith. FINANCIAL STATEMENTS AVAILABLE The 2002 Form 10-K of the Company to shareholders includes the financial statements for the Company and its subsidiaries. If you would like a copy of the Company's 2002 Form 10-K as filed with the Securities and Exchange Commission, please write to Jeffrey C. Smith, Secretary, Broadwing Communications Inc., 201 East Fourth Street, P.O. Box 2301, Cincinnati, Ohio 45201, and the Company will send you one free of charge. By Order of the Board of Directors Jeffrey C. Smith Secretary April 30, 2003 16