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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-8519
BROADWING INC.
Incorporated under the laws of the State of Ohio
201 East Fourth Street, Cincinnati, Ohio 45202
I.R.S. Employer Identification Number 31-1056105
Telephone - Area Code 513 397-9900
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Shares (par value $0.01 per share) New York Stock Exchange
Preferred Share Purchase Rights Cincinnati Stock Exchange
6 3/4% Preferred Shares New York Stock Exchange
Securities requested pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. |X|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes |X| No |_|
At March 20, 2003, there were 218,952,904 Common Shares outstanding. At March
20, 2003, the aggregate market value of the voting shares owned by
non-affiliates was $934,928,900. At June 30, 2002, the aggregate market value of
the voting shares owned by non-affiliates was $569,188,870.
DOCUMENTS INCORPORATED BY REFERENCE: (1) Portions of the registrant's definitive
proxy statement dated April 4, 2003 issued in connection with the annual meeting
of shareholders to be held on April 29, 2003 are incorporated by reference into
Part III.
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EXPLANATORY NOTE
We are amending this Form 10-K of Broadwing Inc. (the "Company) to revise Item
13. Certain Relationships and Related Transactions to provide the following
additional disclosure.
Item 13. Certain Relationships and Related Party Transactions.
In October of 1997, our then-President of a subsidiary of the Company,
Cincinnati Bell Wireless Company, (and now the Chief Operating Officer of the
Company), John F. Cassidy, sold a profits interest in Scorecard Systems Inc.
("Systems"), a company of which he participated in the founding in October 1996,
to Systems in exchange for deferred payment obligations aggregating
approximately $1.67 million payable from Systems to Mr. Cassidy. An affiliate of
Systems, Scorecard Solutions Inc. ("Solutions"), a company that was created for
the primary purpose of transacting business with the Company and a company in
which Mr. Cassidy did not otherwise have an interest, became a vendor to the
Company in December of 1997. Systems and Solutions provide tools to enable
telecommunications companies to monitor their businesses. In early 2002, Systems
also contracted with the Company while Mr. Cassidy was still a creditor of
Systems. The final payment on the deferred obligation in the amount of
approximately $676,000 was received by Mr. Cassidy in 2002. The Company paid
Solutions and Systems an aggregate of approximately $3.5 million from 1997
through 2002 for services rendered.
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CERTIFICATIONS
I, Kevin W. Mooney, Chief Executive Officer, certify that:
1. I have reviewed this annual report on Form 10-K/A of Broadwing Inc;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries is made known to us by
others within those entities, particularly during the period
in which this annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 15, 2003 /s/ KEVIN W. MOONEY
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Kevin W. Mooney
Chief Executive Officer
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CERTIFICATIONS
I, Thomas L. Schilling, Chief Financial Officer, certify that:
1. I have reviewed this annual report on Form 10-K/A of Broadwing Inc;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries is made known to us by
others within those entities, particularly during the period
in which this annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 15, 2003 /s/ THOMAS L. SCHILLING
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Thomas L. Schilling
Chief Financial Officer
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