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.

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.

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.

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."

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.

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

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.

(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.

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

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.

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

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:

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

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.

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

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