SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934 (Amendment No. )

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)

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/ / Fee paid previously with preliminary materials.

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paid previously. Identify the previous filing by registration statement
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Broadwing Communications Inc. NOTICE OF ACTION BY WRITTEN
1122 Capital of Texas Highway South CONSENT OF STOCKHOLDER
Austin, Texas 78746

To our Stockholders:

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 Richard G. Ellenberger as a director of
the Company for a one-year term ending in 2002. The re-election of
Mr. Ellenberger 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 stockholders 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 26, 2001

BROADWING COMMUNICATIONS INC.
1122 CAPITAL OF TEXAS HIGHWAY SOUTH
AUSTIN, TEXAS 78746
INFORMATION STATEMENT RELATING TO THE
ELECTION OF RICHARD G. ELLENBERGER AS A DIRECTOR
FOR A ONE-YEAR TERM ENDING IN 2002
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 26, 2001

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
Richard G. Ellenberger as a director of the Company for a one-year term ending
in 2002.

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 Richard G. Ellenberger as a
director for a one-year term ending in 2002. Broadwing's approval constitutes
over 90% of the votes entitled to be cast on the election of Mr. Ellenberger as
a director. Mr. Ellenberger has served as the sole director of the Company since
November 9, 1999.

Accordingly, all corporate actions necessary to elect Mr. Ellenberger as a
director for a one-year term ending in 2002 have been taken. Pursuant to the
regulations promulgated under the Securities Exchange Act of 1934, the
re-election of Mr. Ellenberger 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 and 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 12, 2001 will receive this Information
Statement.

VOTING SECURITIES

The Company's Board of Directors has fixed the close of business on
April 12, 2001 as the record date (the "Record Date") for the determination of
stockholders entitled to vote. As of the Record Date, 500,000 Common Shares and
395,120 Preferred Shares were entitled to vote. Broadwing owns 100% of the
Common Shares and is entitled to one vote for each Common Share. All other
stockholders 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 stockholder 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 BENEFICIAL OWNER(A) OWNERSHIP OF CLASS
- -------------- ---------------------------------------- ---------- --------

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 November 9, 1999, Mr. Ellenberger became the sole member of the
Board. As the Chief Executive Officer of the Company, Mr. Ellenberger 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 2000, the Board did not hold any meetings.

COMPENSATION OF DIRECTORS

Mr. Ellenberger, as an employee of the Company and of Broadwing, does not
receive any compensation for serving on the Board.

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 Broadwing Common Shares as of April 1, 2001 by each
director and each executive officer named in the Summary Compensation Table on
page 5 and by all directors and officers of the Company as a group.

BROADWING COMMON
SHARES BENEFICIALLY
OWNED AS OF PERCENT OF BROADWING
APRIL 1, 2001 COMMON SHARES
------------------- --------------------

Dominick J. DeAngelo(a)................................... 337,297 .15
Richard G. Ellenberger(a)................................. 850,056 .39
Kevin W. Mooney(a)(b)..................................... 262,198 .12
Richard S. Pontin(a)...................................... 182,535 .08
Jeffrey C. Smith(a)(c).................................... 349,371 .16
All directors and officers as a group (consisting of 11
persons, including those named above)................... 2,246,385 1.03

- ------------------------

(a) Includes Broadwing Common Shares subject to outstanding options which are
exercisable by such individuals within 60 days. The following options are
included in the totals: 337,297 Broadwing Common Shares for Mr. DeAngelo;
292,475 Broadwing Common Shares for Mr. Ellenberger; 66,600

Broadwing Common Shares for Mr. Mooney; 31,125 Broadwing Common Shares for
Mr. Pontin; and 318,296 Broadwing Common Shares for Mr. Smith.

(b) Includes 812 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.

(c) Includes 600 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. Smith disclaims beneficial ownership.

ELECTION OF DIRECTORS

The Board of the Company presently consists of one director, Richard G.
Ellenberger, Chief Executive Officer of the Company and President and Chief
Executive Officer of Broadwing. The director is elected for a one-year term. The
Board has nominated Mr. Ellenberger, who is an incumbent director, as a
director, to serve until his successor is elected and qualified. Broadwing has
approved the election of Mr. Ellenberger as a director for a one-year term
ending in 2002 and until his successor is duly elected and qualified.

For Mr. Ellenberger, 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. Ellenberger has been Chief Executive Officer of the Company since
November 9, 1999; President and Chief Executive Officer of Broadwing since
March 1, 1999; Chief Operating Officer of Broadwing since July 1, 1998;
President and Chief Executive Officer of Cincinnati Bell Telephone Company from
1997-1998. He has served as a director of Broadwing since 1998 and as a director
of the Company since 1999. He served as Chief Executive Officer of XLConnect
from 1996-1997. He served as President, Business Services of MCI
Telecommunications, from 1995-1996; Senior Vice President, Worldwide Sales of
MCI Telecommunications, 1994-1995; Senior Vice President, Branch Operations of
MCI Telecommunications, 1993-1994 and Vice President, Southeast Region of MCI
Telecommunications, 1992-1993. He is a director of Ineto, Inc. Age 48.

BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION

The Company currently does not have a compensation committee.
Mr. Ellenberger, the sole director of the Company, is responsible for
administering executive compensation policies for the officers of the Company,
other than for the named executive officers of the Company. The Broadwing
Compensation Committee administers the compensation of Mr. Ellenberger, the
Chief Executive Officer of the Company, Richard S. Pontin, the President and
Chief Operating Officer of the Company, Kevin W. Mooney, the Executive Vice
President and Chief Financial Officer of the Company and Jeffrey C. Smith, the
Chief Administrative Officer, General Counsel and Secretary of the Company.
Richard S. Pontin is responsible for administering the executive compensation of
Dominick J. DeAngelo, the President of Data and Internet Markets for Broadwing
Communications Services Inc. In 2000, Broadwing paid the compensation of
Messrs. Ellenberger, Mooney and Smith and the Company paid the compensation of
Messrs. Pontin and DeAngelo.

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 compensation of the named executive officers, other
than Mr. DeAngelo, was determined by the Broadwing Compensation Committee. 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. In 2000, Mr. Ellenberger served in
the capacity of Chief Executive Officer of the Company. He has served as the
President and Chief Executive Officer of Broadwing since March 1, 1999.
Mr. Ellenberger is compensated by Broadwing as set forth in the "Summary
Compensation Table."

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. Ellenberger 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 stockholders.
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:

Richard G. Ellenberger

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company currently does not have a compensation committee.
Mr. Ellenberger, the Chief Executive Officer of the Company, is also the sole
director of the Company. During 2000, Mr. Ellenberger, in his capacity as the
sole director of the Company, made decisions concerning executive officer
compensation, other than for the named executive officers of the Company. During
2000, Mr. Pontin, the President and Chief Operating Officer of the Company, made
decisions concerning Mr. DeAngelo's compensation.

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 and its subsidiaries in all
capacities. Mr. Ellenberger served as a director of the Company but received no
separate compensation in that capacity.

LONG-TERM COMPENSATION
--------------------------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION ------------------------ -----------
------------------------------------ RESTRICTED SECURITIES LONG-TERM
OTHER ANNUAL STOCK UNDERLYING INCENTIVE
NAME AND PRINCIPAL POSITION YEAR SALARY $ BONUS $ COMPENSATION $ AWARD ($) OPTIONS (#) PAYOUTS ($)
- --------------------------- -------- -------- -------- -------------- ---------- ----------- -----------

Richard G. 2000 $700,000 $610,000 (c) $ 800,000(d) 98,100 $0
Ellenberger(a)............. 1999 $550,000 $576,000 (c) $5,025,000(e) 2,028,000 $0
President and Chief
Executive Officer

Kevin W. Mooney(a)......... 2000 $320,000 $320,000 (c) $ 410,000(f) 20,000 $0
Executive Vice President 1999 $226,640 $240,000 (c) $ 837,500(g) 815,700 $0
and Chief Financial Officer

Richard S. Pontin(a)....... 2000 $300,000 $350,000 (c) $ 400,000(h) 25,000 $0
President and Chief 1999 $190,320 $208,000 (c) $1,190,375(i) 669,900 $0
Operating Officer

Jeffrey C. Smith(a)........ 2000 $223,592 $239,084 (c) $ 275,000(j) 20,000 $0
Chief Administrative 1999 $207,904 $145,000 (c) $ 0 199,741 $0
Officer, General Counsel 1998 $190,000 $ 70,000 (c) $ 0 80,000 $0
and Secretary

Dominick J. DeAngelo(a).... 2000 $250,394 $170,289 (c) $ 255,689(k) 20,000 $0
President, Data and 1999 $230,105 $ 95,000 (c) $ 0 299,742(l) $0
Internet Markets of 1998 $102,308 $ 0 (c) $ 0 102,100(m) $0
Broadwing Communications
Services, Inc.

ALL OTHER
NAME AND PRINCIPAL POSITION COMPENSATIONS ($)
- --------------------------- -----------------

Richard G. $ 6,832(b)
Ellenberger(a)............. $ 0
President and Chief
Executive Officer
Kevin W. Mooney(a)......... $17,631(b)
Executive Vice President $ 6,400(b)
and Chief Financial Officer
Richard S. Pontin(a)....... $17,246(b)
President and Chief $ 1,820(b)
Operating Officer
Jeffrey C. Smith(a)........ $ 6,800(b)
Chief Administrative $ 0
Officer, General Counsel $ 0
and Secretary
Dominick J. DeAngelo(a).... $ 1,350(b)
President, Data and $ 192(n)
Internet Markets of $75,180(n)
Broadwing Communications
Services, Inc.

- ------------------------------

(a) During 2000, Messrs. Ellenberger, Mooney and Smith were compensated by
Broadwing. Compensation information includes compensation for services
provided to Broadwing and the Company. During 2000, Messrs. Pontin and
DeAngelo were compensated by the Company.

(b) Represents Broadwing contributions for Messrs. Ellenberger, Mooney, Pontin
and Smith to defined contribution savings plans and to the Executive
Deferred Plan described on page 8. Represents Company contributions for
Mr. DeAngelo to the 401(k) Plan described on page 10.

(c) 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.

(d) Broadwing awarded Mr. Ellenberger 32,570 Broadwing Common Shares, of which
50% will vest on December 13, 2001 and the remaining 50% on December 13,
2002. The value of these shares as of December 31, 2000, based on the
average of the high and low price of the Broadwing Common Shares on the New
York Stock Exchange ("NYSE") on such date, was $754,200.

(e) Broadwing awarded Mr. Ellenberger 300,000 Broadwing Common Shares, of which
25% of such shares vested on each of December 31, 1999 and December 31,
2000, and an additional 25% of such shares will vest on each of
December 31, 2001 and 2002. The value of these shares as of December 31,
2000, based on the average of the high and low price of the Broadwing Common
Shares on the NYSE on such date, was $6,946,890.

(f) Broadwing awarded Mr. Mooney 16,693 Broadwing Common Shares, of which 50%
will vest on December 13, 2001 and the remaining 50% on December 13, 2002.
The value of these shares as of December 31, 2000, based on the average of
the high and low price of the Broadwing Common Shares on the NYSE on such
date, was $386,548.

(g) Broadwing awarded Mr. Mooney a restricted stock grant for 50,000 Broadwing
Common Shares, 100% vesting on December 31, 2002. As of December 31, 2000,
the value of these shares, based on the average of the high and low price of
the Broadwing Common Shares on the NYSE on such date, was $1,157,815.

(h) Broadwing awarded Mr. Pontin 16,285 Broadwing Common Shares, of which 50%
will vest on December 13, 2001 and the remaining 50% on December 13, 2002.
The value of these shares as of December 31, 2000, based on the average of
the high and low price of the Broadwing Common Shares on the NYSE on such
date, was $377,100.

(i) Broadwing awarded Mr. Pontin 53,500 Broadwing Common Shares, with 25% of the
shares vesting on the first anniversary of the grant and each anniversary
thereafter. The value of these shares as of December 31, 2000, based on the
average of the high and low price of the Broadwing Common Shares on the NYSE
on such date, was $1,238,862.

(j) Broadwing awarded Mr. Smith 11,196 Broadwing Common Shares, of which 50%
will vest on December 13, 2001 and the remaining 50% on December 13, 2002.
The value of these shares as of December 31, 2000, based on the average of
the high and low price of the Broadwing Common Shares on the NYSE on such
date, was $259,258.

(k) Broadwing awarded Mr. DeAngelo 10,410 Broadwing Common Shares, 50% of such
shares will vest on December 13, 2001 and the remaining 50% on December 13,
2002. The value of the shares as of December 31, 2000, based on the average
of the high and low price of the Broadwing Common Shares on the NYSE on such
date, was $241,057.

(l) Represents 99,342 Broadwing Common Shares underlying options that were
obtained in the Company's merger with Broadwing's wholly owned subsidiary,
Ivory Merger Inc. upon the conversion of options to acquire 47,360 Company
Common Shares and 200,400 Broadwing Common Shares underlying options that
were granted by Broadwing after the merger.

(m) Represents Company Common Shares underlying options. All options outstanding
at the time of the merger were converted into the right to obtain Broadwing
Common Shares upon exercise. The number of Broadwing Common Shares subject
to each such option is equal to the number of Company Common Shares
originally subject to such option multiplied by 2.0976 and rounded down to
the nearest whole share.

(n) Represents relocation expenses.

II. GRANTS OF STOCK OPTIONS

The Company did not grant stock options to purchase Common Shares in 2000.
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, 2000.

NUMBER OF % OF TOTAL
BROADWING OPTIONS POTENTIAL REALIZABLE VALUE AT
SECURITIES GRANTED TO ASSUMED ANNUAL RATES OF
UNDERLYING BROADWING STOCK PRICE APPRECIATION FOR
OPTIONS EMPLOYEES EXERCISE OR OPTION TERM(B)
GRANTED IN FISCAL BASE PRICE EXPIRATION -----------------------------
NAME (#)(A) YEAR ($/SH) DATE 5%($) 10%($)
- ---- ---------- ---------- ----------- ---------- ------------- -------------

Richard G. Ellenberger...... 98,100(c) 1.692% $35.9688 1/3/10 $2,219,081 $5,623,583

Kevin W. Mooney............. 20,000(c) 0.345% $35.9688 1/3/10 $ 452,412 $1,146,500

Richard S. Pontin........... 25,000(c) 0.431% $35.9688 1/3/10 $ 565,515 $1,433,125

Jeffrey C. Smith............ 20,000(c) 0.345% $35.9688 1/3/10 $ 452,411 $1,146,500

Dominick J. DeAngelo........ 20,000(c) 0.345% $35.9688 1/3/10 $ 452,411 $1,146,500

- ------------------------

(a) The material terms of the options granted are: grant type, non-incentive;
exercise price, fair market value on grant date; generally exercisable 25%
after one year, an additional 25% after the second year and the remaining
50% after the third year; term of grant, 10 years; except in case of
retirement, disability, death or change in control of Broadwing, 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 $58.59 and $93.29 for all options expiring on January 3, 2010.
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 2000 was
approximately 2.7% of the total

number of common shares outstanding as of December 31, 2000. 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 Broadwing are
not transferable to persons other than family members, there are no
objective criteria by which any computation of present value can be
verified. Consequently, Broadwing'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

There are no outstanding options to purchase Common Shares. 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, 2000:

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FY-END(#) FY-END ($) (A)
SHARES ACQUIRED VALUE EXERCISABLE EXERCISABLE
NAME ON EXERCISE (#) REALIZED ($) (E)/UNEXERCISABLE (U) (E)/UNEXERCISABLE (U)
- ---- --------------- ------------ ---------------------- -----------------------

Richard G. Ellenberger...... 0 $0 (E) 222,475 (E) 1,570,821
(U) 1,957,825 (U) 11,912,768

Kevin W. Mooney............. 0 $0 (E) 40,300 (E) 399,159
(U) 824,400 (U) 5,147,728

Richard S. Pontin........... 0 $0 (E) 24,875 (E) 22,544
(U) 700,025 (U) 3,892,770

Jeffrey C. Smith............ 0 $0 (E) 313,296 (E) 3,381,961
(U) 120,400 (U) 0

Dominick J. DeAngelo........ 0 $0 (E) 302,297 (E) 1,190,280
(U) 220,400 (U) 0

- ------------------------

(a) On December 31, 2000, 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
$23.1563 per share.

IV. PERFORMANCE UNIT AWARDS UNDER THE LONG TERM INCENTIVE PLAN--LAST FISCAL YEAR

The following table provides information concerning performance unit awards
granted by Broadwing to the named executive officers during 2000 under the Long
Term Incentive Plan. Each performance unit is equivalent to a percent, not more
than 200%, of the value of a Broadwing Common Share, based upon the extent to
which Broadwing's total shareholder return ("TSR"), which includes dividends and
share price appreciation, for a three-year performance period, compares with a
comparison group mean total shareholder return for the same period. No
performance unit awards will be awarded at the end of the performance period if
Broadwing's TSR is negative. If Broadwing's TSR is 80% of the comparison group
mean TSR, 50% of the value of the targeted number of performance units will be
awarded. If Broadwing's TSR is greater than 80% of the comparison group mean
TSR, up to 200% of the targeted number of performance units will be awarded,
with, for example, 100% being awarded if Broadwing's TSR is 100% of

the comparison group mean TSR and 200% being awarded if Broadwing's TSR is 140%
of the comparison group mean TSR.

ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK
NUMBER OF PERFORMANCE OR OTHER PRICE-BASED PLANS
SHARES, UNITS OR PERIOD UNTIL MATURATION ------------------------------------------
NAME OTHER RIGHTS (#) OR PAYOUT THRESHOLD (#) TARGET (#) MAXIMUM (#)
- ---- ---------------- ----------------------- ------------- ---------- -------------

Richard G.
Ellenberger.......... 50,000 2000-2002 7,925 15,850 31,700

Kevin W. Mooney........ 3,500 2000-2002 1,600 3,200 6,400

EXECUTIVE DEFERRED COMPENSATION PLAN

The 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 $150,000
(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 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 is $160,000 for 1999 and $170,000 for 2000),
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
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 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 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 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 2000 "match" for Messrs. Pontin and Smith under the Executive Deferred
Compensation Plan is reflected in the Summary Compensation Table under the "All
Other Compensation" column. Messrs. Ellenberger, Mooney, and DeAngelo did not
participate in the Executive Deferred Compensation Plan during 2000.

V. DEFINED BENEFIT OR ACTUARIAL PLAN DISCLOSURE

All of the named executive officers of the Company participated during 2000
in both 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, and a non-tax-qualified pension plan
known as the Cincinnati Bell Inc. Pension Program (the "Pension Program");
except that Messrs. Pontin and DeAngelo did not participate during 2000 in the
Pension Program and Mr. DeAngelo did not participate during 2000 in the
Management Pension Plan.

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 is $170,000 for each of 2000 and 2001). 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:

ATTAINED AGE PENSION CREDITS
- ------------ ------------------------------------------------------------

Less than 30 years 2.50% of total plan compensation plus 2.50% of excess
compensation for 2000 2.75% of total plan compensation plus
2.75% of excess compensation for 2001

30 but less than 35 years 2.75% of total plan compensation plus 2.75% of excess
compensation for 2000 3.00% of total plan compensation plus
3.00% of excess compensation for 2001

35 but less than 40 years 3.25% of total plan compensation plus 3.25% of excess
compensation for 2000 3.50% of total plan compensation plus
3.50% of excess compensation for 2001

40 but less than 45 years 4.00% of total plan compensation plus 4.00% of excess
compensation for 2000 4.25% of total plan compensation plus
4.25% of excess compensation for 2001

ATTAINED AGE PENSION CREDITS
- ------------ ------------------------------------------------------------

45 but less than 50 years 5.25% of total plan compensation plus 5.25% of excess
compensation for each of 2000 and 2001

50 but less than 55 years 6.50% of total plan compensation plus 6.50% of excess
compensation for each of 2000 and 2001

55 or more years 8.00% of total plan compensation plus 8.00% of excess
compensation for each of 2000 and 2001

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 7.75% per annum for 2000 and 2001 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 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. Ellenberger 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 would be $655,000, prior to deduction for Social Security benefits and
assuming his annual compensation for all years subsequent to 2001 will be the
same as his targeted compensation for 2001. Since Mr. Ellenberger is currently
age 48 with four years of service, his annual pension amount may be reduced if
he retires prior to age 65.

401(K) PLAN

The Company's 401(k) Plan (the "401(k) Plan") is a tax-qualified retirement
plan. Effective January 1, 2001, the 401(k) Plan was consolidated with
Broadwing's 401(k) Plan. During 2000, in general, all employees of the Company
who had attained age 20 1/2 and completed six months of service were eligible to
participate in the 401(k) Plan. Participants were able to make pre-tax
contributions to the 401(k) Plan in an amount not to exceed $10,500 for 2000.
During 2000, the Company elected to make matching contributions, which were
allocated among participants depending on the amount that they contributed to
the 401(k) Plan.

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.

VI. EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

EMPLOYMENT AGREEMENT WITH MR. ELLENBERGER

Effective January 1, 1999, Broadwing entered into an Employment Agreement
with Mr. Ellenberger which provides for the employment and retention of
Mr. Ellenberger for a four-year term commencing on January 1, 1999, subject to
automatic one year extensions unless terminated prior to the beginning of the
final year. The Employment Agreement provides for a minimum base salary of
$550,000 per year; a minimum bonus target of $360,000 per year; a grant of
options to purchase 300,000 Broadwing Common Shares, which options will become
exercisable as to 75,000 Broadwing Common Shares on January 1 of each year
commencing January 1, 2000 (this grant was amended to provide that it became
exercisable as to the first 75,000 Broadwing Common Shares on December 31, 1999
rather than January 1, 2000); a restricted stock award of 300,000 Broadwing
Common Shares which will vest on December 31, 2002 (this grant was amended to
provide that one-fourth of its shares vest on December 31 of each of 1999, 2000,
2001 and 2002); and annual grants of long term incentives with a present value
of not less than $750,000.

The Employment Agreement provides that, if Mr. Ellenberger's employment
terminates within two years following a change in control of Broadwing,
Mr. Ellenberger will receive a lump sum payment equal to three times his annual
base salary and bonus target on the date of termination, plus certain continued
medical, dental, vision and life insurance coverages as well as retiree medical
benefits. In the event that Broadwing terminates Mr. Ellenberger's employment
(other than for cause or disability or within two years of a change in control
of Broadwing), Mr. Ellenberger will receive a lump sum payment equal to the
greater of (a) two times his base salary rate and bonus target or (b) the base
salary rate and bonus target for the remainder of the term of the Employment
Agreement, plus the medical benefits and retiree medical benefits described
above. In addition, to the extent that Mr. Ellenberger is deemed to have
received an excess parachute payment by reason of a change in control, Broadwing
shall pay Mr. Ellenberger an additional sum sufficient to pay (i) any taxes
imposed under Section 4999 of the Code plus (ii) any federal, state and local
taxes applicable to any taxes imposed under Section 4999 of the Code.

EMPLOYMENT AGREEMENT WITH MR. MOONEY

Effective January 1, 1999, Broadwing entered into an Employment Agreement
with Mr. Mooney containing substantially similar terms to those contained in
Mr. Ellenberger's Employment Agreement, except that it provides for: a minimum
base salary of $230,000 per year; minimum bonus target of $105,000 per year; a
grant of options to purchase 30,000 Broadwing Common Shares for 1999 and an
amount to be determined each year for subsequent years; a restricted stock award
of 50,000 Broadwing Common Shares which will vest on December 31, 2002; and
annual grants of long term incentives with a present value of not less than
$130,000.

EMPLOYMENT AGREEMENT WITH MR. PONTIN

Effective April 9, 1999, Broadwing entered into an Employment Agreement with
Mr. Pontin which provides for the employment and retention of Mr. Pontin for a
two year term commencing April 9, 1999, subject to automatic one year extensions
unless terminated prior to the beginning of each subsequent anniversary of
April 9. The other terms and provisions of the Employment Agreement are
substantially

similar to those contained in Mr. Ellenberger's Employment Agreement, except
that Mr. Pontin's Employment Agreement provides for: a minimum base salary of
$260,000 per year; a minimum bonus target of $130,000 per year; a grant of
options to purchase 99,500 Broadwing Common Shares which options become
exercisable as to 24,875 shares on each of April 9, 2000 and April 9, 2001 and
49,750 shares on April 9, 2002; a restricted stock award of 53,500 shares which
vest as to one-fourth of those shares on April 9 of each of 2000, 2001, 2002 and
2003; and if Mr. Pontin's employment terminates within two years after a change
in control, his lump sum payment will be equal to two times his annual base
salary and bonus target plus continued medical, dental, vision and life
insurance coverages as well as retiree medical benefits.

EMPLOYMENT AGREEMENT WITH MR. SMITH

Effective January 1, 2000, Broadwing entered into an Employment Agreement
with Mr. Smith which provides for the employment and retention of Mr. Smith for
a two year term commencing January 1, 2000, subject to automatic one year
extensions. The other terms and provisions of the Employment Agreement are
substantially similar to those contained in Mr. Ellenberger's Employment
Agreement, except that Mr. Smith's Employment Agreement provides for: a minimum
base salary of $212,166 per year; a minimum bonus target of $106,083 per year; a
grant of options to purchase 20,000 Broadwing Common Shares for 1999 which
options become exercisable as to 5,000 shares on each of January 3, 2001 and
January 3, 2002 and 10,000 shares on January 3, 2003 and an amount to be
determined each year for subsequent years; and if Mr. Smith's employment
terminates within two years after a change in control, his lump sum payment will
be equal to two times his annual base salary and bonus target plus continued
medical, dental, vision and life insurance coverages as well as retiree medical
benefits.

EMPLOYMENT AGREEMENT WITH MR. DEANGELO

Effective November 9, 1999, Broadwing Communications Services Inc., a
subsidiary of the Company, entered into an Employment Agreement with
Mr. DeAngelo which provides for the employment and retention of Mr. DeAngelo for
a one-year term commencing on November 9, 1999, subject to automatic one-year
extensions unless terminated prior to the end of a year. The Employment
Agreement provides for a minimum base salary of $245,100 per year; a minimum
bonus target of $122,550 per year; a grant of options on November 9, 1999 to
purchase 200,000 Broadwing Common Shares, which options will become exercisable
as to 50,000 Broadwing Common Shares on each of September 17, 2002 and
September 17, 2003 and as to 100,000 Broadwing Common Shares on September 17,
2004; and annual grants of options to purchase Broadwing Common Shares. The
Employment Agreement provides that, if Mr. DeAngelo's employment terminates
within one year following a change of control of Broadwing, Mr. DeAngelo will
receive a lump sum payment equal to his annual base salary and bonus target on
the date of termination, plus certain continued medical, dental, vision and life
insurance coverages as well as retiree medical 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% stockholders 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, 2000 and ending December 31, 2000, all such persons complied on a
timely basis with the filing requirements of Section 16(a).

FINANCIAL STATEMENTS AVAILABLE

The 2000 Combined Annual Report and Form 10-K of the Company to stockholders
includes the financial statements for the Company and its subsidiaries. If you
would like a copy of the Company's 2000 Combined Annual Report and 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 26, 2001