SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


            X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                       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


         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

         At April 30, 2001, there were 218,081,588 common shares were
         outstanding.



                                TABLE OF CONTENTS
                          PART I. FINANCIAL INFORMATION




DESCRIPTION                                                                 PAGE
                                                                         
Item 1.    Financial Statements

           Condensed Consolidated Statements of Income and
           Comprehensive Income (Loss) (Unaudited)
           Three Months Ended March 31, 2001 and 2000                         1

           Condensed Consolidated Balance Sheets
           March 31, 2001 (Unaudited) and December 31, 2000                   2

           Condensed Consolidated Statements of Cash Flows (Unaudited)
           Three Months Ended March 31, 2001 and 2000                         3

           Notes to Condensed Consolidated Financial Statements               4

Item 2.    Management's Discussion and Analysis of Financial Condition
           And Results of Operations                                         16

Item 3.    Quantitative and Qualitative Disclosures About Market Risk        29

                           PART II. OTHER INFORMATION

DESCRIPTION                                                                PAGE

Item 1.    Legal Proceedings                                                 30

Item 2.    Changes in Securities and Use of Proceeds                         30

Item 3.    Defaults Upon Senior Securities                                   30

Item 4.    Submission of Matters to a Vote of Security Holders               30

Item 5.    Other Information                                                 30

Item 6.    Exhibits and Reports on Form 8-K                                  31

           Signature                                                         32




Form 10-Q Part I                                                 Broadwing Inc.

   CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
             (Millions of Dollars, Except Per Common Share Amounts)
                                   (Unaudited)



                                                        Three Months
                                                       Ended March 31,
                                                   ----------------------
                                                     2001          2000
                                                   --------      --------
                                                           
REVENUES
  Broadband                                         $ 296.6      $  212.0
  Local Communications                                205.4         192.8
  Wireless                                             57.1          36.6
  Other Communications                                 39.6          29.5
  Intersegment                                        (20.4)        (10.7)
                                                   --------      --------
     Total revenues                                   578.3         460.2
                                                   --------      --------

COSTS AND EXPENSES
  Cost of providing services and products sold        280.0         217.9
  Selling, general and administrative                 143.6         157.3
  Depreciation                                         99.2          82.5
  Amortization                                         28.5          28.1
  Restructuring charges                                 9.5            --
                                                   --------      --------
    Total costs and expenses                          560.8         485.8
                                                   --------      --------

OPERATING INCOME (LOSS)                                17.5         (25.6)

Gain on investments, net                                2.8           7.3
Minority interest expense                              12.7          10.9
Equity loss in unconsolidated entities                  3.3           2.0
Interest expense                                       42.4          36.4
Other expense, net                                      0.8           0.3
                                                   --------      --------
Loss from continuing operations before income
    taxes and cumulative effect of change in
    accounting principle                              (38.9)        (67.9)

Income tax benefit                                     (4.9)        (12.3)
                                                   --------      --------

Loss from continuing operations before cumulative
    effect of change in accounting principle          (34.0)        (55.6)

Income from discontinued operations, net of taxes        --           0.1
Cumulative effect of change in accounting
    principle, net of taxes                              --          (0.8)
                                                   --------      --------
  NET LOSS                                            (34.0)        (56.3)

Dividends and accretion applicable to preferred
    stock                                               2.6           0.3
                                                   --------      --------

NET LOSS APPLICABLE TO COMMON SHAREHOLDERS         $  (36.6)     $  (56.6)
                                                   ========      ========

Other comprehensive income (loss), net of tax:
Unrealized gain on cash flow hedges                    17.0            --
Unrealized loss on investments                        (86.5)        (16.3)
                                                   --------      --------

COMPREHENSIVE LOSS                                 $ (103.5)     $  (72.6)
                                                   ========      ========

BASIC AND DILUTED LOSS PER COMMON SHARE

  Loss from continuing operations before
    cumulative effect of change in
    accounting principle                           $  (0.17)     $  (0.28)
  Income from discontinued operations, net
    of taxes                                             --            --
  Cumulative effect of change in accounting
    principle, net of taxes                              --            --
                                                   --------      --------
  NET LOSS                                         $  (0.17)     $  (0.28)
                                                   ========      ========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
(MILLIONS)
    Basic and Diluted                                 216.4         202.3



                       See Notes to Financial Statements.

                                       1


Form 10-Q Part I                                                Broadwing Inc.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 (Millions of Dollars, Except Per Share Amounts)



                                                                        (Unaudited)
                                                                          March 31,  December 31,
                                                                            2001        2000
                                                                         ----------  ------------
                                                                               
                                     ASSETS
Current Assets
  Cash and cash equivalents                                              $    34.2   $       37.9
  Receivables, less allowances of $58.3 and $49.0, respectively              362.2          330.6
  Material and supplies                                                       30.7           34.1
  Deferred income tax benefits                                                17.0           16.6
  Prepaid expenses and other current assets                                   43.7           43.5
                                                                         ----------  ------------
          Total current assets                                               487.8          462.7

Property, plant and equipment, net                                         3,053.8        2,966.2
Goodwill and other intangibles, net                                        2,557.3        2,572.2
Investments in other entities                                                115.7          254.9
Deferred income tax benefits                                                 167.2          109.1
Other noncurrent assets                                                      124.9          112.1
Net assets from discontinued operations                                         --            0.4
                                                                         ----------  ------------
          Total Assets                                                   $ 6,506.7   $    6,477.6
                                                                         ==========  ============

                       LIABILITIES AND SHAREOWNERS' EQUITY
Current Liabilities
  Short-term debt                                                        $    53.4   $       14.0
  Accounts payable                                                           247.7          244.4
  Current portion of unearned revenue and customer deposits                   84.9           88.0
  Accrued taxes                                                               85.9           90.4
  Other current liabilities                                                  279.1          290.5
                                                                         ----------  ------------
          Total current liabilities                                          751.0          727.3

Long-term debt, less current portion                                       2,602.1        2,507.0
Unearned revenue, less current portion                                       598.1          611.0
Other long-term liabilities                                                  177.4          177.0
                                                                         ----------  ------------
          Total liabilities                                                4,128.6        4,022.3

Minority interest                                                            434.1          433.8

Commitments and Contingencies

Shareowners' Equity
  6 3/4% Cumulative Convertible Preferred Stock, $.01 par value,
    5,000,000 shares authorized, 155,250 shares issued and
    outstanding at March 31, 2001 and December 31, 2000                      129.4          129.4
  Common shares, $.01 par value; 480,000,000 shares authorized;
    224,684,836 and 222,335,243 shares issued at March 31, 2001
    and December 31, 2000                                                      2.3            2.1
  Additional paid-in capital                                               2,355.3        2,329.5
  Accumulated deficit                                                       (411.1)        (377.1)
  Accumulated other comprehensive income                                      13.2           82.7
  Common stock in treasury, at cost: 7,805,800 shares at
    March 31, 2001 and December 31, 2000                                    (145.1)        (145.1)
                                                                         ----------  ------------

          Total shareowners' equity                                        1,944.0        2,021.5
                                                                         ----------  ------------

Total Liabilities and Shareowners' Equity                                $ 6,506.7   $    6,477.6
                                                                         ==========  ============


                        See Notes to Financial Statements

                                       2


Form 10-Q Part I                                                  Broadwing Inc.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Millions of Dollars)
                                   (Unaudited)



                                                             Three Months
                                                            Ended March 31,
                                                        ----------------------
                                                          2001          2000
                                                        --------      --------
                                                                
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                $  (34.0)     $  (56.3)
Less:  income from discontinued operations,
 net of taxes                                                 --          (0.1)
                                                        --------      --------
Net loss from continuing operations                        (34.0)        (56.4)
Adjustments to reconcile net loss to net
 cash provided by operating activities:
   Depreciation                                             99.2          82.5
   Amortization                                             28.5          28.1
   Restructuring and related charges                         9.5            --
   Provision for loss on receivables                        33.2          14.5
   Minority interest                                        12.7          10.9
   Deferred income taxes                                   (20.6)         50.6
   Non-cash interest expense                                 9.0           9.4
   Gain on investments, net                                 (2.8)         (7.3)
   Equity loss in unconsolidated entities                    3.3           2.0
   Tax benefits from employee stock option plans            15.7          20.5
   Other, net                                                2.4           4.4

Changes in operating assets and liabilities:
   Increase in receivables                                 (64.8)        (35.1)
   Decrease in prepaid expenses and in other
     current assets                                          3.3          11.2
   Increase (decrease) in accounts payable                   0.5         (86.1)
   Increase (decrease) in other current liabilities        (23.2)        (49.3)
   Decrease in unearned revenue                            (16.1)         (1.3)
Decrease (increase) in other assets and liabilities, net   (15.3)         23.3
                                                        --------      --------
     Net cash provided by operating activities of
       continuing operations                                40.5          21.9
                                                        --------      --------
CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                   (198.4)       (153.5)
   Proceeds from sale of investments                        28.9          15.7
   Payments for investments/acquisitions, net of
     cash acquired                                          (0.3)        (16.0)
   Other, net                                                 --           0.3
                                                        --------      --------
   Net cash used in investing activities of
     continuing operations                                (169.8)       (153.5)
                                                        --------      --------
CASH FLOWS FROM FINANCING ACTIVITIES
   Short-term borrowings, net                                1.7           1.9
   Proceeds from forward sale agreement                     42.7            --
   Issuance of long-term debt                               91.0         450.0
   Repayment of long-term debt                              (5.1)       (404.0)
   Issuance of common shares-exercise of stock options       9.9          37.8
   Minority interest dividends paid                        (12.4)        (12.4)
   Preferred stock dividends paid                           (2.6)         (4.5)
                                                        --------      --------
     Net cash provided by financing activities of
       continuing operations                               125.2          68.8
                                                        --------      --------
Net cash provided by discontinued operations                 0.4           0.9
                                                        --------      --------
Net decrease in cash and cash equivalents                   (3.7)        (61.9)
Cash and cash equivalents at beginning of period            37.9          80.8
                                                        --------      --------
Cash and cash equivalents at end of period              $   34.2      $   18.9
                                                        ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for:
   Income taxes, net of refunds                         $     --      $     --
                                                        ========      ========
   Interest, net of amount capitalized                  $   42.4      $   41.3
                                                        ========      ========
Non-cash investing and financing activities:
   Accretion of preferred stock                         $     --      $    4.2
                                                        ========      ========


                        See Notes to Financial Statements

                                       3


Form 10-Q Part I                                                Broadwing Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.     BASIS OF PRESENTATION

       Broadwing Inc. ("the Company") is organized into four segments that are
       strategic business units offering distinct products and services and
       aligned with specific subsidiaries of the Company.

       The Broadband segment utilizes its advanced optical network consisting of
       more than 18,250 route miles to provide broadband transport, Internet
       services and long distance. The Broadband segment also offers data
       collocation, information technology consulting, network construction and
       other services. As part of broadband transport, the Company leases
       network capacity in the form of indefeasible right of use ("IRU")
       agreements. These services are offered nationally through the Company's
       Broadwing Communications Inc. subsidiary.

       The Local Communications segment comprises the operations of the
       Cincinnati Bell Telephone Company ("CBT") subsidiary which provides local
       telephone service, network access, data transport, high-speed Internet
       access, long distance and other ancillary products and services to
       customers in southwestern Ohio, northern Kentucky and southeastern
       Indiana.

       The Wireless segment comprises the operations of the Cincinnati Bell
       Wireless LLC ("CBW") subsidiary, a joint venture in which the Company
       owns 80.1% and AT&T Wireless Services Inc. owns the remaining 19.9%. This
       segment provides advanced digital personal communications and sales of
       related communications equipment to customers in the Greater Cincinnati
       and Dayton, Ohio operating areas.

       The Other Communications segment combines the operations of Cincinnati
       Bell Any Distance ("CBAD"), Cincinnati Bell Directory ("CBD"),
       ZoomTown.com ("ZoomTown") and Cincinnati Bell Public Communications Inc.
       ("Public"). CBAD resells voice long distance service, CBD publishes
       Yellow Pages directories, ZoomTown provides web hosting and
       Internet-based services and Public provides public payphone services.

       The Company evaluates performance of its segments based on EBITDA
       (earnings before interest, taxes, depreciation, amortization, and
       restructuring charges). EBITDA is commonly used in the communications
       industry to measure operating performance. EBITDA is not intended to
       represent cash flows for the periods. Because EBITDA is not
       calculated identically by all companies, the amounts presented for the
       Company may not be comparable to similarly titled measures of other
       companies.

       The consolidated financial statements of the Company have been prepared
       pursuant to the rules and regulations of the Securities and Exchange
       Commission ("SEC") and, in the opinion of management, include all
       adjustments necessary for a fair presentation of the results of
       operations, financial position and cash flows for each period presented.
       All adjustments are of a normal and recurring nature except for those
       outlined in Note 2. Certain prior year amounts have been reclassified to
       conform to the current classifications with no effect on financial
       results. Certain information and footnote disclosures normally included
       in financial statements prepared in accordance with generally accepted
       accounting principles have been condensed or omitted pursuant to SEC
       rules and regulations. The December 31, 2000 condensed balance sheet was
       derived from audited financial statements, but does not include all
       disclosures required by generally accepted accounting principles. It is
       suggested that these financial statements be read in conjunction with
       financial statements and notes thereto included in the Company's 2000
       Annual Report on Form 10-K.

                                       4


Form 10-Q Part I                                                Broadwing Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

2.     RESTRUCTURING AND OTHER CHARGES

       2001 RESTRUCTURING PLAN

       In February 2001, the Company initiated a reorganization of the
       activities of several of its Cincinnati-based subsidiaries, including
       CBT, CBAD, CBW, Public and CBD in order to create one centralized
       "Cincinnati Bell" presence for its customers. Total restructuring costs
       of $9.4 million were recorded in the first quarter and consisted of $2.5
       million related to lease terminations and $6.9 million related to
       involuntary employee separation benefits (including severance, medical
       and other benefits) for 114 employees. The severance payments are
       expected to be substantially complete by June 30, 2001. The lease
       terminations are expected to be complete by March 31, 2002. In total, the
       Company expects this restructuring plan to result in cash outlays of
       $8.5 million and non-cash items of $0.9 million. The following table
       illustrates the activity in this reserve during the first quarter of
       2001:



                                                                                                                Balance
       Type of costs (in millions):                   Initial Charge     Expenditures       Adjustments      March 31, 2001
       ---------------------------------              --------------     ------------       -----------      --------------
                                                                                                 

       Employee separations                               $  6.9            $  2.5           $  --                $ 4.4
       Terminate contractual obligations                     2.5               0.2              --                  2.3
                                                          ------            ------           -------              -----

       Total                                              $  9.4            $  2.7           $  --                $ 6.7
                                                          ======            ======           =======              =====


       1999 RESTRUCTURING PLAN

       In December 1999, the Company initiated a restructuring plan to integrate
       the operations of the Company and Broadwing Communications, improve
       service delivery, and reduce the Company's expense structure. Total
       restructuring costs and impairments of $18.6 million were recorded in
       1999 and consisted of $7.7 million related to Broadwing Communications
       (recorded as a component of the purchase price allocation) and $10.9
       million related to the Company (recorded as a cost of operations). The
       $10.9 million relating to the Company consisted of restructuring and
       other liabilities in the amount of $9.5 million and related asset
       impairments in the amount of $1.4 million. The restructuring costs
       accrued in 1999 included the costs of involuntary employee separation
       benefits (including severance, medical and other benefits) related to 347
       employees primarily involved in customer support, infrastructure and the
       Company's long distance operations. As of March 31, 2001, all of the
       employee separations had been completed. The restructuring plans also
       included costs associated with closing a number of technical and customer
       support facilities, decommissioning certain switching equipment, and
       terminating contracts with vendors. The following table illustrates
       activity in this reserve since December 31, 2000:



                                                         Balance                                                 Balance
       Type of costs (in millions):                 December 31, 2001     Expenditures       Adjustments      March 31, 2001
       ---------------------------------            -----------------     ------------       -----------      --------------
                                                                                                  

              Employee separations                      $     0.1          $     0.2         $    0.1          $      --
              Facility closure costs                          2.2                0.3               --                1.9
              Relocation                                       --                 --               --                 --
              Other exit costs                                1.5                 --               --                1.5
                                                        ---------          ---------         --------          ---------

              Total                                     $     3.8          $     0.5         $    0.1          $     3.4
                                                        =========          =========         ========          =========
       

                                       5


Form 10-Q Part I                                                Broadwing Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

       In total, the Company expects these restructuring plans to result in cash
       outlays of $14.6 million and non-cash items of $3.3 million. Management
       believes that the remaining balance of $3.4 million at March 31, 2001 is
       adequate to complete the restructuring plan. Substantially all of the
       related actions will be completed by June 30, 2001. The adjustment of
       $0.1 million during the quarter relates to additional severance benefits
       above the amount initially estimated.

3.     DEBT

       The Company's debt consists of the following:



       Millions of dollars                                    March 31, 2001         December 31, 2000
       -----------------------------------------------------------------------------------------------
                                                                               
       Short-Term Debt:

              Capital lease obligations                        $         6.3               $       5.7
              Corvis forward sale                                       42.7                        --
              Current maturities of long-term debt                       4.4                       8.3
                                                               -------------              ------------
              Total short-term debt                            $        53.4              $       14.0
                                                               =============              ============

       Long-Term Debt:
              Bank notes                                       $    1,730.0               $    1,639.0
              9.0% Senior subordinated notes                           46.0                       46.0
              6.75% Convertible subordinated debentures               447.5                      440.2
              Various Cincinnati Bell Telephone notes                 290.0                      290.0
              7.25% Senior subordinated notes                          50.0                       50.0
              PSINet forward sale                                        --                        3.0
              Capital lease obligations                                38.6                       38.8
                                                               ------------               ------------

       Total long-term debt                                    $    2,602.1               $    2,507.0
                                                               ============               ============


       CAPITAL LEASE OBLIGATIONS

       The Company leases facilities and equipment used in its operations, some
       of which are required to be capitalized in accordance with Statement of
       Financial Accounting Standard No. 13, "Accounting for Leases" ("SFAS
       13"). SFAS 13 requires the capitalization of leases meeting certain
       criteria, with the related asset being recorded in property, plant and
       equipment and an offsetting amount recorded as a liability. The Company
       had $44.9 million in total indebtedness relating to capitalized leases as
       of March 31, 2001, $38.6 million of which is considered long-term.

       CORVIS FORWARD SALE

       At March 31, 2001, the Company's total investment in Corvis Corporation
       ("Corvis") consisted of approximately 8 million shares. During the first
       quarter of 2001, the Company received approximately $42.7 million from a
       financial institution in connection with a prepaid forward sale contract
       on 2.6 million shares of the Corvis common stock due in the third quarter
       of 2001. This amount is accounted for as notes payable and is
       collateralized by 2.6 million shares of Corvis common stock in the
       Company's investment portfolio.

                                       6


Form 10-Q Part I                                                Broadwing Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

       BANK NOTES

       In November 1999, the Company obtained a $1.8 billion credit facility
       from a group of lending institutions that was amended to $2.1 billion in
       January 2000. The credit facility consists of $900 million in revolving
       credit, $750 million in term loans from banking institutions and $450
       million in term loans from non-banking institutions. At March 31, 2001,
       the Company had drawn approximately $1,730 million from the credit
       facility in order to refinance its existing debt and debt assumed as part
       of the merger with IXC Communications Inc. ("IXC"), as well as to provide
       for additional financing needs. Accordingly, the Company has
       approximately $370 million in additional borrowing capacity under this
       facility as of March 31, 2001. The facility's financial covenants require
       that the Company maintain certain debt to EBITDA, senior secured debt to
       EBITDA, debt to capitalization, and interest coverage ratios. The
       facility also contains covenants which, among other things, restrict the
       Company's ability to incur additional debt, pay dividends, repurchase
       Company common stock, sell assets or merge with another company.

       The interest rates charged on borrowings from this credit facility can
       range from 100 to 225 basis points above the London Interbank Offering
       Rate ("LIBOR"), and are currently at 175 to 225 basis points above LIBOR
       based on the Company's credit rating. The Company will incur banking fees
       in association with this credit facility ranging from 37.5 basis points
       to 75 basis points, applied to the unused amount of borrowings of the
       facility.

       9% SENIOR SUBORDINATED NOTES

       In 1998, the former IXC issued $450 million of 9% senior subordinated
       notes due 2008 ("the 9% notes"). The 9% notes are general unsecured
       obligations and are subordinate in right of payment to all existing and
       future senior indebtedness and other liabilities of the Company's
       subsidiaries. The indenture related to the 9% notes requires Broadwing
       Communications to comply with various financial and other covenants and
       restricts Broadwing Communications from incurring certain additional
       indebtedness. In January 2000, $404 million of these 9% notes were
       redeemed through a tender offer as a result of the change of control
       terms of the bond indenture. Accordingly, $46 million of the 9% notes
       remain outstanding at March 31, 2001.

       6.75% CONVERTIBLE SUBORDINATED DEBENTURES

       In July 1999, the Company issued $400 million of 10-year, convertible
       subordinated debentures to Oak Hill Capital Partners, L.P. These notes
       are convertible into common stock of the Company at a price of $29.89 per
       common share at the option of the holder. For as long as this debt is
       outstanding, these notes bear a coupon rate of 6.75% per annum, with the
       associated interest expense being added to the debt principal amount.
       Through March 31, 2001 and since inception, the Company has recorded
       $47.5 million in interest expense and has adjusted the carrying amount of
       the debt accordingly. During the three months ended March 31, 2001 and
       2000, the Company recorded interest expense of approximately $7 million
       related to these debentures.

       CINCINNATI BELL TELEPHONE NOTES

       CBT has $290 million in corporate bonds outstanding that are guaranteed
       by its parent company, Broadwing Inc. (the "Parent Company"). These
       bonds, which are not guaranteed by other subsidiaries of the Company,
       generally have maturity terms ranging from 30 to 40 years and were issued
       at various dates from 1962 to 1998. Interest rates on this indebtedness
       ranges from 4.375% to 7.27%.

                                       7


Form 10-Q Part I                                                Broadwing Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

       7.25% SENIOR SECURED NOTES

       In 1993, the Company issued $50 million of 7.25% senior secured notes due
       2023 (the "7.25% notes"). The indenture related to these 7.25% notes does
       not subject the Company to restrictive financial covenants.

       PSINET FORWARD SALE

       In June and July 1999, Broadwing Communications received approximately
       $111.8 million representing amounts from a financial institution in
       connection with two prepaid forward sale contracts on six million shares
       of the PSINet common stock. This amount was accounted for as notes
       payable and was collateralized by six million shares of PSINet common
       stock owned by the Company. Given the significant decline in the value
       of PSINet common stock during 2000, this liability could be settled for
       approximately $3 million at December 31, 2000. Accordingly, the Company
       adjusted the carrying value of this liability to approximately $3 million
       during the fourth quarter of 2000.

       During the first quarter of 2001, the Company settled the forward sale
       liability for approximately 5.8 million shares of PSINet common stock.
       The difference between the six million shares collateralized and the 5.8
       million shares required to settle the liability were sold in the open
       market, generating a pretax gain of $0.5 million.

4.     FINANCIAL INSTRUMENTS

       The Company adopted Statement of Financial Accounting Standard No. 133,
       "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
       133") on January 1, 2001. SFAS 133 requires that all derivative
       instruments be recognized on the balance sheet at fair value. Fair values
       are determined based on quoted market prices of comparable instruments,
       if available, or on pricing models using current assumptions. On the date
       the financial instrument is entered into, the Company designates it as
       either a fair value or cash flow hedge.

       Upon adoption of SFAS 133 on January 1, 2001, offsetting transition
       adjustments were reclassified from other comprehensive income to net
       income related to the PSINet forward sale and the underlying 6 million
       shares of PSINet further described in Note 3 of the Notes to Condensed
       Consolidated Financial Statements. Accordingly, there was no net
       cumulative effect adjustment to either net income or other comprehensive
       income.

       As of March 31, 2001, the Company's derivative contracts have been
       determined to be highly effective. Unrealized gains and losses of highly
       effective cash flow hedges are recorded in other comprehensive income
       until the underlying transaction is executed.

       INTEREST RATE CONTRACTS

       From time to time the Company enters into interest rate swap agreements
       with the intent of managing its exposure to interest rate risk. Interest
       rate swap agreements are contractual agreements between two parties for
       the exchange of interest payment streams on a notional principal amount
       and agreed upon fixed or floating rate, for a defined time period. These
       agreements are hedges against debt obligations related to the Company's
       $2.1 billion credit facility. Gains and losses from the interest rate
       swaps are recognized as an adjustment to interest expense. The interest
       rate swap agreements currently in place expire between 2002 and 2003. At
       March 31, 2001, the interest rate swaps were a liability with an
       immaterial fair value.

                                       8


Form 10-Q Part I                                                Broadwing Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

       MARKETABLE EQUITY FORWARD CONTRACTS

       From time to time the Company enters into forward contracts on the sale
       of marketable equity securities with the intent of managing its exposure
       to fluctuations in U.S. equity markets. Forward contracts are contractual
       agreements between two parties for the sale of borrowed shares to be
       settled by delivery of the equivalent number of shares owned by the
       Company, at an agreed upon future date.

       As of March 31, 2001 the Company had entered into a forward contract for
       the sale of up to 4 million shares of its investment in Corvis. The
       contract is intended to hedge a portion of the Company's investment in
       Corvis, which totaled 8 million shares with a market value of
       approximately $83 million as of March 31, 2001. The unrealized pre-tax
       gain of approximately $26 million associated with this contract is
       recorded in other comprehensive income, and will be recognized upon
       settlement of the contract during the third quarter of 2001.

       The PSINet forward sale was settled during the first quarter of 2001. See
       a detailed discussion in Note 3 of the "Notes to Condensed Consolidated
       Financial Statements."

5.     EARNINGS (LOSS) PER COMMON SHARE

       Basic earnings (loss) per common share ("EPS") is based upon the weighted
       average number of common shares outstanding during the period. Diluted
       EPS reflects the potential dilution that would occur if common stock
       equivalents were exercised. The following table is a reconciliation of
       the numerators and denominators of the basic and diluted EPS computations
       for income from continuing operations before the cumulative effect of a
       change in accounting principle for the following periods:



         Shares and dollars in millions                                            March 31,    March 31,
         (except per share amounts)                 Three months ended               2001          2000
         ---------------------------------------------------------------------------------------------------
                                                                                         
         Numerator:
              Net loss from continuing operations before
                cumulative effect of change in accounting principle                 $ (34.0)      $ (55.6)
              Preferred stock dividends                                                 2.6           0.3
                                                                                    -------       -------
              Numerator for EPS and EPS assuming dilution -
                income applicable to common shareowners                             $ (36.6)      $ (55.9)
                                                                                    =======       =======
         Denominator:
              Denominator for basic EPS - weighted average
                common shares                                                         216.4         202.3

              Potential dilution:
              Stock options                                                              --            --
              Stock-based compensation arrangements                                      --            --
                                                                                    -------       -------
              Denominator for diluted EPS per common share                            216.4         202.3
                                                                                    =======       =======
         Basic and Diluted EPS from continuing operations                           $ (0.17)      $ (0.28)
                                                                                    =======       =======


                                       9


Form 10-Q Part I                                                Broadwing Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

       Because the effect of their inclusion in the EPS calculation would be
       anti-dilutive, approximately 7.5 million additional shares related to
       stock options, restricted stock and the assumed conversion of the
       Company's 6 3/4% convertible preferred stock and 6 3/4% convertible
       subordinated debentures are not included in the denominator of the EPS
       calculation. The total number of potential additional shares outstanding
       related to these securities is approximately 50 million if all stock
       options currently outstanding were exercised and all convertible
       securities were to convert.

6.     BUSINESS SEGMENT INFORMATION

       The Broadband segment utilizes its advanced optical network consisting of
       more than 18,250 route miles to provide broadband transport, Internet
       services and long distance. The Broadband segment also offers data
       collocation, information technology consulting, network construction and
       other services, as well as the leasing of network capacity in the form of
       IRU agreements. These services are offered nationally through the
       Company's Broadwing Communications Inc. subsidiary.

       The Local Communications segment comprises the operations of the
       Cincinnati Bell Telephone Company ("CBT") subsidiary which provides local
       telephone service, network access, data transport, high-speed Internet
       access, long distance and other ancillary products and services to
       customers in southwestern Ohio, northern Kentucky and southeastern
       Indiana.

       The Wireless segment comprises the operations of the Cincinnati Bell
       Wireless LLC ("CBW") subsidiary, a joint venture in which the Company
       owns 80.1% and AT&T Wireless Services Inc. owns the remaining 19.9%. This
       segment provides advanced digital personal communications and sales of
       related communications equipment to customers in the Greater Cincinnati
       and Dayton, Ohio operating areas.

       The Other Communications segment combines the operations of Cincinnati
       Bell Any Distance ("CBAD"), Cincinnati Bell Directory ("CBD"),
       ZoomTown.com ("ZoomTown") and Cincinnati Bell Public Communications Inc.
       ("Public"). CBAD resells voice long distance service, CBD publishes
       Yellow Pages directories, ZoomTown provides web hosting and
       Internet-based services and Public provides public payphone services.

       Certain corporate administrative expenses have been allocated to segments
       based upon the nature of the expense. The Company's business segment
       information is as follows:

                                       10


Form 10-Q Part I                                                Broadwing Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



                                                                                  (Unaudited)
                                                                                 Three Months
       Millions of Dollars                                                      Ended March 31,
       -------------------                                               -----------------------------
                                                                           2001                2000
                                                                         ---------          ---------
                                                                                      
       REVENUES
         Broadband                                                       $   296.6          $   212.0
         Local Communications                                                205.4              192.8
         Wireless                                                             57.1               36.6
         Other Communications                                                 39.6               29.5
         Intersegment                                                        (20.4)             (10.7)
                                                                         ---------          ---------
                                                                         $   578.3          $   460.2
                                                                         =========          =========
       INTERSEGMENT REVENUES
         Broadband                                                       $    12.0          $     4.7
         Local Communications                                                  8.0                5.8
         Wireless                                                              0.3                 --
         Other Communications                                                  0.1                0.2
                                                                         ---------          ---------
                                                                         $    20.4          $    10.7
                                                                         =========          =========
       EBITDA
         Broadband                                                       $    33.1          $    (2.2)
         Local Communications                                                104.4               90.5
         Wireless                                                             14.7                1.6
         Other Communications                                                  4.4               (4.4)
         Corporate and Eliminations                                           (1.9)              (0.5)
                                                                         ---------          ---------
                                                                         $   154.7          $    85.0
                                                                         =========          =========
       ASSETS (AT MARCH 31, 2001 AND DECEMBER 31, 2000)
         Broadband                                                       $ 5,084.6          $ 5,004.2
         Local Communications                                                829.8              848.7
         Wireless                                                            350.2              343.4
         Other Communications                                                 66.0               83.3
         Corporate and Eliminations                                          176.1              198.0
                                                                         ---------          ---------
                                                                         $ 6,506.7          $ 6,477.6
                                                                         =========          =========
       CAPITAL ADDITIONS
         Broadband                                                       $   150.3          $    88.9
         Local Communications                                                 32.1               43.9
         Wireless                                                              9.7               18.0
         Other Communications                                                  6.1                2.7
         Corporate and Eliminations                                            0.2                 --
                                                                         ---------          ---------
                                                                         $   198.4          $   153.5
                                                                         =========          =========
       DEPRECIATION AND AMORTIZATION
         Broadband                                                       $    86.9          $    74.8
         Local Communications                                                 32.8               29.4
         Wireless                                                              5.9                4.5
         Other Communications                                                  2.1                1.9
         Corporate and Eliminations                                             --                 --
                                                                         ---------          ---------
                                                                         $   127.7          $   110.6
                                                                         =========          =========


                                       11


Form 10-Q Part I                                                Broadwing Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

7.     SUPPLEMENTAL GUARANTOR INFORMATION

       CBT, a wholly owned subsidiary of the Parent Company, has debt
       outstanding that is guaranteed by both CBT and the Parent Company.
       Substantially all of the Parent Company's income and cash flow is
       generated by its subsidiaries. Generally, funds necessary to meet the
       Parent Company's debt service obligations are provided by distributions
       or advances from its subsidiaries.

       The following information sets forth the condensed consolidating balance
       sheets of the Company as of March 31, 2001 and December 31, 2000 and the
       condensed consolidating statements of income (loss) and cash flows for
       the periods ended March 31, 2001 and 2000.

                                       12


Form 10-Q Part I                                                Broadwing Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS)
(IN MILLIONS OF DOLLARS)



                                                               For the quarter ended March 31, 2001
                                                 ---------------------------------------------------------------
                                                  Parent      CBT         Other       Eliminations       Total
                                                 -------   ---------    ---------     ------------      --------
                                                                                         
Revenues                                         $     -   $   205.4    $   393.3     $    (20.4)       $  578.3
Operating costs and expenses                         4.0       140.5        436.7          (20.4)          560.8
                                                 ---------------------------------------------------------------
Operating income                                    (4.0)       64.9        (43.4)             -            17.5

Interest expense                                    44.3         5.5         24.7          (32.1)           42.4
Other expense (income), net                        (19.8)        0.5          1.2           32.1            14.0
                                                 ---------------------------------------------------------------

Income (loss) before income taxes
  and cumulative effect of change
  in accounting  principle                         (28.5)       58.9        (69.3)             -           (38.9)
Income tax provision (benefit)                      (8.3)       21.1        (17.7)             -            (4.9)
                                                 ---------------------------------------------------------------
Income (loss) before cumulative effect of
  change in accounting principle                   (20.2)       37.8        (51.6)             -           (34.0)
Income from discontinued operations, net               -           -            -              -               -
Cumulative effect of change in accounting
  principle, net of tax                                -           -            -              -               -
                                                 ---------------------------------------------------------------

  Net income (loss)                              $ (20.2)  $    37.8    $   (51.6)    $        -        $  (34.0)
                                                 ===============================================================

                                                                For the quarter ended March 31, 2000
                                                 ---------------------------------------------------------------
                                                  Parent      CBT         Other       Eliminations       Total
                                                 -------   ---------    ---------     ------------      --------
                                                                                         
Revenues                                         $     -   $   192.8    $   278.1     $    (10.7)       $  460.2
Operating costs and expenses                         0.4       131.8        364.3          (10.7)          485.8
                                                 ---------------------------------------------------------------
Operating income                                    (0.4)       61.0        (86.2)             -           (25.6)

Interest expense                                    32.9         5.7         18.0          (20.2)           36.4
Other expense (income), net                         (8.1)        0.3         (6.6)          20.3             5.9
                                                 ---------------------------------------------------------------
Income (loss) before income taxes
  and cumulative effect of change
  in accounting principle                          (25.2)       55.0        (97.6)          (0.1)          (67.9)
Income tax provision (benefit)                       1.2        19.2        (32.7)             -           (12.3)
                                                 ---------------------------------------------------------------
Income (loss) before cumulative
  effect of change in accounting
  principle                                        (26.4)       35.8        (64.9)          (0.1)          (55.6)
Income from discontinued operations, net               -           -            -            0.1             0.1
Cumulative effect of change in
  accounting principle, net of tax                     -        (0.8)           -              -            (0.8)
                                                 ---------------------------------------------------------------

  Net income (loss)                              $ (26.4)  $    35.0    $   (64.9)    $        -        $  (56.3)
                                                 ===============================================================


                                       13


Form 10-Q Part I                                                Broadwing Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

CONDENSED CONSOLIDATING BALANCE SHEETS
(IN MILLIONS OF DOLLARS)



                                                                         March 31, 2001
                                                 ---------------------------------------------------------------
                                                  Parent      CBT         Other       Eliminations       Total
                                                 -------   ---------    ---------     ------------      --------
                                                                                         
Cash and cash equivalents                        $  20.1   $       -    $    14.1     $        -        $   34.2
Receivables, net                                     0.1        97.2        264.9              -           362.2
Other current assets                                 8.9        50.8         33.9           (2.2)           91.4
Intercompany receivables                         1,483.6           -            -       (1,483.6)              -
                                                 ---------------------------------------------------------------
  Total current assets                           1,512.7       148.0        312.9       (1,485.8)          487.8
Property, plant and equipment, net                   1.4       608.3      2,444.1              -         3,053.8
Goodwill and other intangibles, net                  1.1        25.2      2,531.0              -         2,557.3
Investments in subsidiaries and other
  entities                                       2,878.3           -        114.5       (2,877.1)          115.7
Deferred charges and other assets                  101.4        55.2        178.7          (43.2)          292.1
Net assets from discontinued operations                -           -            -              -               -
                                                 ---------------------------------------------------------------
  TOTAL ASSETS                                   4,494.9       836.7      5,581.2       (4,406.1)        6,506.7
                                                 ===============================================================
Short-term debt                                        -         6.3         47.1              -            53.4
Accounts payable                                     8.0        40.5        199.2              -           247.7
Other current liabilities                           14.2       113.0        310.9           11.8           449.9
Intercompany payables - current                        -        27.6            -          (27.6)              -
                                                 ---------------------------------------------------------------
  Total current liabilities                         22.2       187.4        557.2          (15.8)          751.0
Long-term debt, less current portion             2,227.1       324.7         50.3              -         2,602.1
Other long-term liabilities                         76.2        70.7        685.9          (57.3)          775.5
Intercompany payables - noncurrent                     -           -      1,456.5       (1,456.5)              -
                                                 ---------------------------------------------------------------
  Total liabilities                              2,325.5       582.8      2,749.9       (1,529.6)        4,128.6
Minority interest                                  422.8           -         11.3              -           434.1
Mezzanine financing                                    -           -        422.8         (422.8)              -
Shareowners' equity                              1,746.6       253.9      2,397.2       (2,453.7)        1,944.0
                                                 ---------------------------------------------------------------
  TOTAL LIABILITIES AND SHAREOWNERS' EQUITY      4,494.9       836.7      5,581.2       (4,406.1)        6,506.7
                                                 ===============================================================

                                                                       December 31, 2000
                                                 ---------------------------------------------------------------
                                                  Parent      CBT         Other       Eliminations       Total
                                                 -------   ---------    ---------     ------------      --------
                                                                                         
Cash and cash equivalents                        $   5.8   $       -    $    32.1     $        -        $   37.9
Receivables, net                                       -       101.4        229.2                          330.6
Other current assets                                 5.5        50.6         40.6           (2.5)           94.2
Intercompany receivables                         1,429.6           -            -       (1,429.6)              -
                                                 ---------------------------------------------------------------
  Total current assets                           1,440.9       152.0        301.9       (1,432.1)          462.7
Property, plant and equipment, net                   1.3       619.4      2,345.5              -         2,966.2
Goodwill and other intangibles, net                  1.1        12.8      2,558.3              -         2,572.2
Investments in subsidiaries and other
   entities                                      2,874.8           -        253.2       (2,873.1)          254.9
Deferred charges and other assets                  102.9        40.8        155.8          (78.3)          221.2
Net assets from discontinued operations                -           -            -            0.4             0.4
                                                 ---------------------------------------------------------------
  TOTAL ASSETS                                   4,421.0       825.0      5,614.7       (4,383.1)        6,477.6
                                                 ===============================================================

Short-term debt                                        -         5.7          8.3              -            14.0
Accounts payable                                     9.0        45.9        235.4              -           290.3
Other current liabilities                           42.0        91.3        277.6           12.1           423.0
Intercompany payables - current                        -        31.1            -          (31.1)              -
                                                 ---------------------------------------------------------------
  Total current liabilities                         51.0       174.0        521.3          (19.0)          727.3
Long-term debt, less current portion             2,128.8       324.2         54.0              -         2,507.0
Other long-term liabilities                         74.5        69.8        736.7          (93.0)          788.0
Intercompany payables - noncurrent                     -           -      1,377.7       (1,377.7)              -
                                                 ---------------------------------------------------------------
  Total liabilities                              2,254.3       568.0      2,689.7       (1,489.7)        4,022.3
Minority interest                                  423.6           -         10.2              -           433.8
Mezzanine financing                                    -           -        423.6         (423.6)              -
Shareowners' equity                              1,743.1       257.0      2,491.2       (2,469.8)        2,021.5
                                                 ---------------------------------------------------------------
  TOTAL LIABILITIES AND SHAREOWNERS' EQUITY      4,421.0       825.0      5,614.7       (4,383.1)        6,477.6
                                                 ===============================================================

                                       14


Form 10-Q Part I                                                Broadwing Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(IN MILLIONS OF DOLLARS)
                                                                 For the quarter ended March 31, 2001
                                                 ---------------------------------------------------------------
                                                  Parent      CBT         Other       Eliminations       Total
                                                 -------   ---------    ---------     ------------      --------
                                                                                         
Cash Flows from operating activities             $ (11.7)  $    75.4    $   (23.2)    $        -        $   40.5
                                                 ---------------------------------------------------------------
Capital expenditures                                (0.2)      (32.1)      (166.1)             -          (198.4)
Other investing activities                             -           -         28.6              -            28.6
                                                 ---------------------------------------------------------------
Cash Flows from investing activities                (0.2)      (32.1)      (137.5)             -          (169.8)
                                                 ---------------------------------------------------------------
Issuance of long-term debt/capital contributions    19.0       (44.5)       116.9           (0.4)           91.0
Repayment of long-term debt                            -           -         (5.1)             -            (5.1)
Short-term borrowings and capital leases, net          -         1.2         43.2              -            44.4
Issuance of common shares - exercise of
  stock options                                      9.9           -            -              -             9.9
Other financing activities                          (2.6)          -        (12.4)             -           (15.0)
                                                 ---------------------------------------------------------------
Cash Flows from financing activities                26.3       (43.3)       142.6           (0.4)          125.2
                                                 ---------------------------------------------------------------
Cash Flows from discontinued operations                -           -            -            0.4             0.4
                                                 ---------------------------------------------------------------
         Increase (decrease) in cash and
           cash equivalents                         14.4           -        (18.1)             -            (3.7)
         Beginning cash and cash equivalents         5.7           -         32.2              -            37.9
                                                 ---------------------------------------------------------------
         Ending cash and cash equivalents        $  20.1   $       -    $    14.1     $        -        $   34.2
                                                 ===============================================================

                                                                  For the quarter ended March 31, 2000
                                                 ---------------------------------------------------------------
                                                  Parent      CBT         Other       Eliminations       Total
                                                 -------   ---------    ---------     ------------      --------
                                                                                         
Cash Flows from operating activities             $  (7.4)  $    90.4    $   (61.1)    $        -        $   21.9
                                                 ---------------------------------------------------------------
Capital expenditures                                   -       (43.9)      (109.6)             -          (153.5)
Other investing activities                           0.3           -         (0.3)             -               -
                                                 ---------------------------------------------------------------
Cash Flows from investing activities                 0.3       (43.9)      (109.9)             -          (153.5)
                                                 ---------------------------------------------------------------
Issuance of long-term debt/capital
  contributions                                    (50.8)      (31.7)       532.5              -           450.0
Repayment of long-term debt                         (0.8)          -       (404.0)           0.8          (404.0)
Short-term borrowings, net                             -           -            -              -               -
Issuance of common shares - exercise of
  stock options                                     37.8           -            -              -            37.8
Other financing activities                          (4.5)        2.1        (10.9)          (1.7)          (15.0)
                                                 ---------------------------------------------------------------
Cash Flows from financing activities               (18.3)      (29.6)       117.6           (0.9)           68.8
                                                 ---------------------------------------------------------------
Cash Flows from discontinued operations                -           -            -            0.9             0.9
                                                 ---------------------------------------------------------------
         Increase (decrease) in cash and
           cash equivalents                        (25.4)       16.9        (53.4)             -           (61.9)
         Beginning cash and cash equivalents        43.8       (16.9)        53.9              -            80.8
                                                 ---------------------------------------------------------------
         Ending cash and cash equivalents        $  18.4   $       -    $     0.5     $        -        $   18.9
                                                 ===============================================================


8.   CONTINGENCIES

     In the normal course of business, the Company is subject to various
     regulatory proceedings, lawsuits, claims and other matters. Such matters
     are subject to many uncertainties and outcomes are not predictable with
     assurance.

     In the course of closing the Company's merger with IXC, the Company became
     aware of IXC's possible non-compliance with certain requirements under
     state and federal environmental laws. Since the Company is committed to
     compliance with environmental laws, management decided to undertake a
     voluntary environmental compliance audit of the former IXC facilities and
     operations and, by letter dated

                                       15


Form 10-Q Part I                                                Broadwing Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

     November 9, 1999, disclosed potential non-compliance at the former IXC
     facilities to the U.S. Environmental Protection Agency ("EPA") under the
     Agency's Self-Policing Policy. The Company made similar voluntary
     disclosures to various state authorities. The EPA determined that IXC
     appears to have satisfied the "prompt disclosure" requirement of the
     Self-Policing Policy for the Company to complete its environmental audit of
     all former IXC facilities and report any violations to the Agency. The
     Company has filed its preliminary environmental audit report with the EPA
     and is currently working with the EPA and several state environmental
     protection agencies to bring the Company into compliance with all
     applicable regulations, and to develop internal procedures to ensure future
     compliance.

     The Company believes that the resolution of such matters for amounts in
     excess of those reflected in the consolidated financial statements would
     not likely have a materially adverse effect on the Company's financial
     condition.

9.   RECENTLY ISSUED ACCOUNTING STANDARDS

     Effective January 1, 2001, the Company adopted SFAS 133. The adoption of
     SFAS 133 did not have a material effect on the Company's financial position
     or results of operations. The Company does not invest in derivatives for
     trading purposes, nor does it enter into interest rate transactions for
     speculative purposes. See Note 4 of the Notes to Condensed Consolidated
     Financial Statements for a detailed discussion of the Company's derivative
     instruments.

     In December 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB
     101"), "Revenue Recognition in Financial Statements." In SAB 101, the SEC
     Staff expressed its views regarding the appropriate recognition of revenue
     with respect to a variety of circumstances, some of which are of particular
     relevance to the Company. As required, the Company adopted SAB 101 in the
     fourth quarter of 2000 and modified its revenue recognition policies
     retroactive to January 1, 2000 to recognize service activation revenues and
     associated direct incremental costs over their respective customer lives.
     As a result, the previously reported quarterly results have been restated.
     The adoption of this accounting change resulted in a one-time, non-cash,
     after-tax charge of $0.8 million in the first quarter of 2000, having
     virtually no effect on reported earnings per share in the first quarter of
     2000. In the first quarter of 2001, the Company recognized $2.5 million
     in additional revenues and $2.3 million in incremental direct expenses
     pertaining to amounts included in the cumulative effect adjustment for SAB
     101 as of January 1, 2000. Offsetting these amounts are deferrals of
     $3.2 million in current quarter revenues and $3.0 million in incremental
     direct expenses deferred to future periods in accordance with SAB 101.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Information included in this Quarterly Report on Form 10-Q contains certain
forward-looking statements that involve potential risks and uncertainties. The
Company's future results could differ materially from those discussed herein.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed herein, and those discussed in the Form 10-K for the
year ended December 31, 2000. Readers are cautioned not to place undue reliance
on these forward-looking statements that speak only as of the date thereof.

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated
financial statements and segment data. Results for interim periods may not be
indicative of the results for the full years. The symbol "n/m" is used to refer
to calculations in which the result is not meaningful.

                                       16


Form 10-Q Part I                                                 Broadwing Inc.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Results of operations are as follows:



                                                                          (Unaudited)
                                                                  Three Months Ended March 31,
                                                       ----------------------------------------------
($ Millions)                                             2001        2000          Change        %
                                                       --------    --------       --------    -------
                                                                                  
Revenues:
    Broadband                                          $  296.6    $  212.0       $   84.6        40%
    Local Communications                                  205.4       192.8           12.6         7%
    Wireless                                               57.1        36.6           20.5        56%
    Other Communications                                   39.6        29.5           10.1        34%
    Intersegment                                          (20.4)      (10.7)          (9.7)       91%
                                                       --------    --------       --------

    Total revenues                                        578.3       460.2          118.1        26%
                                                       --------    --------       --------


Costs and expenses:
    Cost of providing services and products sold          280.0       217.9           62.1        28%
    Selling, general and administrative                   143.6       157.3          (13.7)       (9%)
                                                       --------    --------       --------
    Total costs and expenses                              423.6       375.2           48.4        13%
                                                       --------    --------       --------

EBITDA                                                    154.7        85.0           69.7        82%

Depreciation                                               99.2        82.5           16.7        20%
Amortization                                               28.5        28.1            0.4         1%
Restructuring charges                                       9.5          --            9.5        n/m
                                                       --------    --------       --------
Operating income (loss)                                    17.5       (25.6)          43.1        n/m

Gain on investments, net                                    2.8         7.3           (4.5)      (62%)
Equity loss in unconsolidated entities                      3.3         2.0            1.3        65%
Minority interest expense                                  12.7        10.9            1.8        17%
Interest expense                                           42.4        36.4            6.0        16%
Other expense, net                                          0.8         0.3            0.5       167%
                                                       --------    --------       --------
Loss from continuing operations before
  income taxes and cumulative effect of change
  in accounting principle                                 (38.9)      (67.9)          29.0       (43%)
Income tax benefit                                         (4.9)      (12.3)           7.4       (60%)
                                                       --------    --------       --------
Loss from continuing operations before cumulative
  effect of change in accounting principle                (34.0)      (55.6)          21.6       (39%)
Income from discontinued operations, net of taxes            --         0.1           (0.1)     (100%)
Cumulative effect of change in accounting principle,
  net of taxes                                               --        (0.8)           0.8       100%
                                                       --------    --------       --------
Net loss                                                  (34.0)      (56.3)          22.3       (40%)
                                                       --------    --------       --------
Dividends and accretion applicable
 to preferred stock                                         2.6         0.3            2.3        n/m
                                                       --------    --------       --------
Net loss attributable to common shareowners            $  (36.6)   $  (56.6)      $   20.0       (35%)
                                                       ========    ========       ========
Basic and diluted loss per common share                $   (.17)   $   (.28)      $    .11       (39%)
                                                       ========    ========       ========



                                       17


Form 10-Q Part I                                                 Broadwing Inc.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

CONSOLIDATED OVERVIEW

Consolidated revenues totaled $578 million in the first quarter of 2001, which
was $118 million, or 26%, greater than the same quarter in 2000. Seventy-nine
percent of the revenue growth came from data, wireless and internet services.
The Broadband segment generated more than 70% of the revenue growth during the
quarter. Broadband segment revenues of $297 million were $85 million, or 40%,
higher than in the first quarter of 2000, with the bulk of the growth coming
from services such as broadband transport, data and Internet and other services.
The Local Communications segment produced revenue totaling $205 million, a $13
million, or 7%, increase over the first quarter of 2000. The Wireless segment
contributed $20 million in additional revenues over the prior year quarter,
growing sales to $57 million, representing a 56% increase. Other Communications
segment revenues grew $10 million, or 34%, to $40 million on the strength of the
CBAD "Any Distance" offering.

Costs of providing services and products sold totaled $280 million in the first
quarter of 2001 compared to $218 million in the prior year quarter, a 28%
increase. The majority of this $62 million increase is due to the cost of
network construction projects and information technology consulting personnel
and hardware costs in the Broadband segment. The remaining cost increases are a
function of subscriber increases in the wireless segment.

Selling, general and administrative ("SG&A") expenses of $144 million declined
$14 million, or 9%, from the first quarter of 2000. The decrease is primarily
due to advertising and customer acquisition campaigns associated with the launch
of the "Broadwing" brand and the "Any Distance" service offering which totaled
$23 million during the first quarter of 2000 and were not repeated in 2001.

EBITDA of $155 million increased 82%, or $70 million, over the same quarter in
the prior year, with all segments contributing to the increase. The Broadband
segment contributed approximately half of the increase. The Local Communications
and Wireless segments each contributed 20% of the EBITDA growth for the quarter.
EBITDA margin expanded to 27% in the first quarter from 18% in the year earlier
period.

Depreciation expense increased by 20%, or $17 million, to $99 million for the
quarter. The increase was primarily driven by the Broadband segment and reflects
the continued buildout of its national optical network. Amortization expense of
$29 million relates to purchased goodwill and other intangible assets and was
virtually unchanged compared to the first quarter of 2000.

In February 2001, the Company initiated a reorganization of the activities of
several of its Cincinnati based subsidiaries, including CBT, CBAD, CBW,
Public and CBD in order to create one centralized "Cincinnati Bell" presence
for its customers. Total restructuring costs of $9.4 million were recorded in
the first quarter pertaining to the 2001 restructuring plan and consisted of
$2.5 million related to lease terminations and $6.9 million related to
involuntary employee separation benefits (including severance, medical and
other benefits) for 114 employees. The severance payments are expected to be
substantially complete by June 30, 2001. The lease terminations are expected
to be complete by March 31, 2002. As of March 31 approximately 80% of the
employee separations had been completed for a total cash expenditure of $2.5
million. An additional $0.1 million expense was recorded in the first quarter
of 2001 pertaining to the 1999 restructuring plan.

Operating income improved by $43 million from a loss of $26 million to a profit
of $17 million during the quarter on the strength of significant improvements
from the Broadband and Wireless segments.

The Company recorded a net gain on investments of $3 million during the quarter,
reflecting a decrease of $4 million from the $7 million in investment gains
recorded during the first quarter of 2000. The net gain is comprised of a gain
from the sale of the Company's investment in PSINet, offset by impairment
writedowns

                                       18


Form 10-Q Part I                                                 Broadwing Inc.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

on other investments. The gain of $7 million in the first quarter of 2000 is
related to the sale of the Company's investment in PurchasePro.

The Company recorded $3 million in equity-share losses on the Applied Theory
investment compared to only $2 million in the first quarter of 2000 as Applied
Theory's loss grew.

Minority interest expense grew to $13 million from $11 million, representing an
increase of 17%, as higher minority interest dividends were offset by the
improved operating results of the Wireless segment (of which 19.9% is
attributable to AT&T Wireless Services Inc. as a result of its minority interest
in the wireless venture).

Interest expense of $42 million increased $6 million or 16% compared to the
first quarter of 2000, as debt levels increased to fund the continued
expansion of the national optical network. The increase is the net effect of
an $11 million increase due to higher debt levels, offset by $4 million in
additional capitalization of interest expense related to construction
projects (thereby reducing interest expense) and a $1 million reduction
related to lower interest rates.

Other expense was minimal in both 2001 and 2000.

The income tax benefit of $5 million in the first quarter of 2001 is $7 million
less than the $12 million benefit in the first quarter of 2000. The reduction in
the benefit is due to improved operating results.

The Company reported a net loss of $34 million in first quarter of 2001 compared
to a loss of $56 million in the first quarter of 2000. Dividends and accretion
on preferred stock totaled approximately $3 million, resulting in a net loss
applicable to shareowners of $37 million. The loss per share of $.17 was $.11
less than in the prior year, but included a restructuring charge of $.02 per
share. The loss per share for the first quarter of 2000 totaled $.28 but
included a one-time gain of $.02 per share. Excluding nonrecurring items, the
Company reported a net loss of $0.15 per share for the quarter versus a net loss
of $0.30 per share for the same quarter in 2000.

BROADBAND



                                                                          (Unaudited)
                                                                  Three Months Ended March 31,
                                                       ------------------------------------------------
($ Millions)                                              2001         2000         Change         %
                                                       ---------     ---------     ---------    -------
                                                                                    
Revenues:
    Broadband transport                                $   111.7       $  90.3       $  21.4        24%
    Switched services                                      103.9         103.0           0.9         1%
    Data and Internet                                       27.0           9.7          17.3       178%
    Other services                                          54.0           9.0          45.0        n/m
                                                       ---------     ---------     ---------
    Total revenues                                         296.6         212.0          84.6        40%
                                                       ---------     ---------     ---------

Costs and expenses:
    Cost of providing services and products sold           178.8         125.2          53.6        43%
    Selling, general and administrative                     84.7          89.0          (4.3)       (5%)
                                                       ---------     ---------     ---------
    Total costs and expenses                               263.5         214.2          49.3        23%
                                                       ---------     ---------     ---------

EBITDA                                                 $    33.1       $  (2.2)      $  35.3        n/m



                                       19


Form 10-Q Part I                                                 Broadwing Inc.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

The Broadband segment utilizes its advanced optical network consisting of more
than 18,250 route miles to provide broadband transport, Internet services and
long distance. The Broadband segment also offers data collocation, information
technology consulting, network construction and other services in addition to
providing network capacity and fibers in the form of IRU agreements. These
services are offered nationally by the Company's Broadwing Communications Inc.
subsidiary.

Broadband transport services are comprised of the lease of dedicated circuits to
customers. These services are sold on a circuit lease and IRU basis. Switched
services represent the transmission of long distance traffic to retail business
customers and resellers. Data and Internet services include providing ATM/frame
relay, data collocation and web hosting. Other services are comprised of
information technology consulting and network construction services.

REVENUES

Broadband segment revenues increased $85 million, or 40%, to $297 million
compared to the first quarter of 2000, with all revenue categories contributing
to the increase. The broadband transport category contributed $21 million in
incremental revenue, growing 24% to $112 million. Seventy-two percent of the
revenue growth was generated by data services as the Company experienced
continuing growth in higher-bandwidth services. Improved revenues were offset by
an increase in the provision for loss on receivables.

Switched services revenue increased 1% over the first quarter of 2000 to $104
million as higher minutes of use in both wholesale and retail were offset by a
reduction in the average rate per minute of both products.

Data and Internet revenues nearly tripled during the first quarter of 2001
compared to 2000, increasing $17 million, or 178%, to $27 million. These
revenues continue to grow on the strength of demand for Internet-based,
ATM/frame relay, data collocation and web hosting services, along with higher
equipment sales. Data collocation and web hosting services are provided via the
Company's data centers, of which it now operates eleven throughout the United
States. These data centers can be expanded as demand for these services grows.

Other revenues rose six-fold, or $45 million, during the first quarter of 2001
compared to 2000, increasing from $9 million to $54 million on the strength of
$22 million in network construction project revenue for El Paso Energy and $23
million in additional revenues from information technology consulting.

COSTS AND EXPENSES

Costs of providing services and products sold consists primarily of access
charges paid to local exchange carriers, transmission lease payments to other
carriers, costs incurred for network construction projects, and personnel and
hardware costs for information technology consulting. In the first quarter of
2001, costs of providing services and products sold amounted to $179 million,
a 43%, or $54 million, increase over the prior year. These increases were
driven primarily by the revenue growth of information technology consulting
and network construction, causing an increase of $37 million, in addition to
a $15 million increase in access charges from other carriers due to increased
traffic.

SG&A expenses declined $4 million, or 5%, to $85 million for the quarter.
Advertising expenses decreased $14 million from the first quarter of 2000, as
the national advertising campaign to launch the "Broadwing" brand in 2000 was
not repeated in 2001. The advertising decrease was offset by an increase in
wages and benefits as approximately 700 employees were added in support of new
products and services primarily for broadband transport and information
technology consulting.

                                       20


Form 10-Q Part I                                                 Broadwing Inc.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

EBITDA for the segment improved significantly from a loss of $2 million in the
first quarter of 2000 to a positive $33 million as a 40% increase in sales was
partially offset by an aggregate increase of 23% in the cost of providing
services and products sold and SG&A.

LOCAL COMMUNICATIONS



                                                                          (Unaudited)
                                                                  Three Months Ended March 31,
                                                       ------------------------------------------------
($ Millions)                                              2001         2000         Change         %
                                                       ---------     ---------     ---------    -------
                                                                                    
Revenues
     Local service                                     $   115.4     $   111.3         4.1           4%
     Network access                                         51.7          48.3         3.4           7%
     Other services                                         38.3          33.2         5.1          15%
                                                       ---------     ---------     ---------
     Total revenues                                        205.4         192.8        12.6           7%

Costs and Expenses:
     Cost of providing services and products sold           70.9          66.4         4.5           7%
     Selling, general and administrative                    30.1          35.9        (5.8)        (16%)
                                                       ---------     ---------     ---------
     Total costs and expenses                              101.0         102.3        (1.3)         (1%)

EBITDA                                                 $   104.4     $    90.5        13.9          15%



The Local Communications segment provides local telephone service, network
access, data transport, high-speed Internet access, long distance and other
ancillary products and services to customers in southwestern Ohio, northern
Kentucky and southeastern Indiana. These services are provided by the Company's
Cincinnati Bell Telephone Company ("CBT") subsidiary.

REVENUES

Revenues increased $13 million over the first quarter of 2000, to $205 million
with all revenue categories contributing to the 7% growth. Of this increase, 88%
resulted from high-speed data and Internet services. CBT also continues to
leverage the investment in its network assets through the sale of value-added
services such as custom calling features. The sale of these and other
value-added services were the primary drivers of the remaining revenue growth.

The local service category grew 4%, or $4 million, contributing 33% of the
revenue growth for the quarter. More than 18,000 subscribers selected the
Company's Complete Connections(R) calling service bundle during the first
quarter of 2001, bringing subscribership to 199,000, or 27% penetration of
residential lines. Of the 18,000 new Complete Connections subscribers, nearly
6,000 chose CBT's most complete product bundling offer, Complete Connections
Universal(R), which allows the customer to combine high-speed data transport,
local service, custom-calling features, Internet access, wireless, long distance
and security monitoring services on one customer bill.

Similar success has been achieved with the Company's ZoomTown(SM) high-speed
data transport service with subscribership now over 45,000, a 91% increase
over the first quarter of 2000, resulting in over $2 million in additional
revenues in the first quarter of 2001. CBT is now able to provision
asynchronous digital subscriber

                                       21


Form 10-Q Part I                                                 Broadwing Inc.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

line ("ADSL") service across the vast majority of its regional network
infrastructure, with 81% of its access lines being loop-enabled.

Network access revenues of $52 million represented a 7%, or $3 million, increase
over the first quarter of 2000. Voice-grade equivalents ("VGEs") representing
the digital and optical product offerings for CBT increased 32%. Access minutes
of use increased 1%, although switched access revenues for the quarter were
approximately $3 million lower due to decreased per-minute rates.

Other services revenue grew 15% in the current quarter, increasing $5 million
over the first quarter of 2000, to $38 million. The Company's Internet access
service (Fuse(R)) produced 12,000 new subscribers during the first quarter and
nearly $1 million in new revenues compared to the first quarter of 2000. Total
subscribership at the end of the quarter stood at 86,000. Further increases in
the other services category are attributable to equipment sales and related
installation and maintenance of $2 million and the resale of broadband products
totaling $2 million.

COSTS AND EXPENSES

Costs of providing services and products sold of $71 million in the current
quarter totaled 7% more than the first quarter of 2000, a $5 million increase.
The increase is comprised of $3 million in materials and supplies related to
network operations, $2 million in costs related to the resale of broadband
products and $2 million related to customer care expenses for internet access
service, offset by a $2 million reduction in salaries and wages. Gross profit
margins remained steady at approximately 65%, as revenues and expenses increased
proportionately.

SG&A expenses were $6 million lower in the first quarter of 2001 due to a $2
million reduction in advertising expenses, a $1 million reduction in
outsourced telemarketing expense, a $1 million decrease in rent expense and a
$2 million reduction in other expenses.

As a result of the above, EBITDA reached $104 million in the current quarter, a
$14 million, or 15%, increase over the same quarter in 2000, growing at twice
the rate of revenues. Similar improvement was achieved with regard to EBITDA
margin, which expanded by four margin points to more than 51%.

CBT continues to improve its margins, EBITDA and profitability by leveraging the
investment in its telecommunications network to offer new value-added products
and services without significant incremental costs. Furthermore, CBT is able to
offer a wide variety of telecommunications services at attractive prices with
the added convenience of one customer bill. As a result, CBT has maintained
approximately 99% of its access lines since the commencement of competition in
its operating area.

                                       22


Form 10-Q Part I                                                 Broadwing Inc.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

WIRELESS



                                                                          (Unaudited)
                                                                  Three Months Ended March 31,
                                                       ------------------------------------------------
($ Millions)                                              2001         2000         Change         %
                                                       ---------     ---------     ---------    -------
                                                                                    
Revenues:
     Service                                           $    53.6     $    33.2         20.4        61%
     Equipment                                               3.5           3.4          0.1         3%
                                                       ---------     ---------     ---------
     Total revenues                                         57.1          36.6         20.5        56%

Costs and expenses:
     Cost of providing services and products sold           24.4          17.6          6.8        39%
     Selling, general and administrative                    18.0          17.4          0.6         3%
                                                       ---------     ---------     ---------
     Total costs and expenses                               42.4          35.0          7.4        21%

EBITDA                                                 $    14.7     $     1.6         13.1        n/m



The Wireless segment comprises the operations of Cincinnati Bell Wireless LLC, a
venture in which the Company owns 80.1% and AT&T Wireless Services Inc. owns the
remaining 19.9%. This segment provides advanced digital personal communications
services and sales of related communications equipment to customers in the
Greater Cincinnati and Dayton, Ohio operating areas. Services are provided over
the Company's regional and AT&T Wireless Services' national wireless networks.

REVENUES

Wireless revenues grew 56% to $57 million in the first quarter of 2001. The
$20 million revenue growth was the result of higher service revenues from
both the postpaid and prepaid service offerings. Postpaid revenues accounted
for approximately 55% of the revenue growth, with the remaining growth
produced by prepaid service revenue. Equipment sales were flat compared to
the first quarter of 2000.

CBW added approximately 40,000 net subscribers during the current quarter,
with 64% of the growth generated by the prepaid category and the remainder by
postpaid services. Subscribership to the Company's i-wireless(SM) prepaid
product grew from approximately 28,000 subscribers at the end of the first
quarter of 2000 to approximately 123,000 at the end of the first quarter of
2001. This is significant because i-wireless(SM) represents an efficient use
of the Company's wireless network as the subscribers generally make use of
the network during off-peak periods. In addition, the cost per gross addition
("CPGA") for i-wireless(SM) subscribers is less than half that of postpaid
subscribers. Total subscribership now stands at approximately 379,000, a 90%
increase compared to the first quarter of the prior year.

Average revenue per unit ("ARPU") from postpaid subscribers of $62 decreased
6% in comparison to ARPU of $66 in the first quarter of 2000 due to expansion
of the customer base. Average monthly customer churn remained low and was
among the best in the industry at 1.5% for postpaid subscribers. Prepaid ARPU
remained constant at approximately $28.


                                       23


Form 10-Q Part I                                                 Broadwing Inc.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

COSTS AND EXPENSES

Cost of providing services and products sold consists largely of incollect
expense (whereby CBW incurs costs associated with its subscribers using their
handsets while in the territories of other wireless service providers),
network operations costs, the cost of equipment sold and customer care. These
costs were 43% of revenue in the first quarter of 2001, significantly less
than the 48% of revenue incurred during the same quarter of the prior year.
In total, costs of providing services and products sold increased $7 million,
or 39%, due primarily to increased subscribership and the associated
interconnection charges, incollect expense and customer care.

Gross profit also continued to improve, increasing to nearly $33 million. The
gross profit margin of 57% in the first quarter of 2001 represents nearly 5
points in gross margin improvement versus the 52% recorded in the first quarter
of 2000.

SG&A expenses include the cost of customer acquisition, which consist primarily
of customer handset subsidies, advertising, distribution and promotional
expenses. These costs increased by less than $1 million or 3% in first quarter
of 2001 versus the same period in 2000. CBW continues to leverage the
subscribership expansion across its previously existing infrastructure. In the
first quarter, CPGA for postpaid customers decreased to $311, or 19% less than
the $385 incurred in the same period in the prior year quarter. SG&A expenses
continued to decrease significantly as a percentage of total revenue, declining
from 48% of revenues in the first quarter of 2000 to 32% in 2001.

The Wireless segment continues to significantly improve EBITDA as the Company
leverages its network investment and benefits from an embedded customer base,
low customer churn and previous promotional efforts. In the current quarter,
EBITDA of nearly $15 million represented a $13 million improvement over the same
quarter in the prior year. EBITDA margin improved to 26% in the current quarter,
an increase of nearly 22 margin points over the 4% EBITDA margin reported in the
first quarter of 2000.

OTHER COMMUNICATIONS



                                                                          (Unaudited)
                                                                  Three Months Ended March 31,
                                                       ------------------------------------------------
($ Millions)                                              2001         2000         Change         %
                                                       ---------     ---------     ---------    -------
                                                                                    
Revenues                                               $    39.6     $    29.5         10.1        34%

Costs and expenses:
    Cost of providing services  and products sold           23.9          17.3          6.6        38%
    Selling, general and administrative                     11.3          16.7         (5.4)      (32%)
                                                       ---------     ---------     ---------
     Total costs and expenses                               35.2          34.0          1.2         4%

EBITDA                                                 $     4.4     $    (4.5)         8.9        n/m



The Other Communications segment comprises the operations of the Company's
Cincinnati Bell Any Distance ("CBAD"), Cincinnati Bell Directory ("CBD"),
ZoomTown.com ("ZoomTown") and Cincinnati Bell Public Communications ("Public")
subsidiaries. The results of operations of Cincinnati Bell Supply are no longer
reflected in this segment pursuant to the sale of this business in the second
quarter of 2000.

                                       24


Form 10-Q Part I                                                 Broadwing Inc.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

REVENUES

Revenues of $40 million were 34%, or $10 million, higher during the first
quarter of 2001 compared to the same prior year period. CBAD produced
approximately 72% of the revenue growth, increasing more than $7 million in
comparison to the first quarter of 2000 on the success of its "Any Distance"
service offering. This offer has been successful in capturing 387,000
subscribers in Cincinnati, representing residential and business market share of
64% and 30%, respectively.

CBD accounts for approximately half of the total revenues for this segment and
contributed 6% of the revenue growth during the quarter on the strength of a
successful sales campaign. ZoomTown's web hosting and content business provided
approximately 16%, or $2 million, of growth for the segment during the first
quarter. Revenues from Public were approximately $1 million more than in the
first quarter of 2000, contributing the remaining 6% of revenue growth in the
segment.

COSTS AND EXPENSES

Costs of providing services and products sold were $24 million in the current
quarter, a 38%, or $7 million increase versus the first quarter of 2000. CBAD
and Zoomtown incurred $4 million and $2 million increases, respectively,
primarily for access charges, network engineering, employee and customer care
costs associated with the continued growth of the Any Distance offering and
ZoomTown's web hosting business. CBD costs remained flat versus the first
quarter of 2000. The remaining $1 million increase was incurred by Public as a
result of increased line charges.

In the first quarter of 2001, gross profit margin for the segment decreased one
margin point to approximately 40% as gross margins remained essentially flat at
Public and CBD. Gross profit margin improvement at CBAD resulted from leveraging
the Company's initial expenditures for the Any Distance offering. The reduced
gross margin in the managed hosting business is due to the buildup of personnel
to support revenue growth.

SG&A expenses decreased $5 million, or 32%, in the first quarter of 2001. Over
$6 million of the decrease is due to the relatively high customer acquisition
costs at CBAD as part of the introduction of the Any Distance offering in the
first quarter of 2000, that was not repeated in 2001. This decrease was offset
by $1 million in additional SG&A expenses related to the expansion of the
managed hosting business at ZoomTown.

EBITDA improved to $4 million as a result of the increased sales noted above,
outpacing the increase in expenses. This represents a $9 million improvement in
comparison to the $5 million EBITDA loss reported in the first quarter of 2000.
EBITDA margin experienced a similar increase, improving from -15% in the first
quarter of 2000 to 11% in the current quarter, an improvement of 26 margin
points. The Company expects significant expenditures will be required in order
to grow the web hosting business, but anticipates an increasing demand for these
types of services.

                                       25


Form 10-Q Part I                                                 Broadwing Inc.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

CAPITAL INVESTMENT, RESOURCES AND LIQUIDITY

As the Company expands its national presence as a provider of high bandwidth
services and regional wireless service, while maintaining an advanced local
network, capital expenditures and other investing needs are expected to
decrease from the most recent periods, but remain significant.

In order to provide for these continuing cash requirements and other general
corporate purposes, the Company maintains a $2.1 billion credit facility with a
group of lending institutions. The credit facility consists of $900 million in
revolving credit, $750 million in term loans from banking institutions and $450
million in term loans from non-banking institutions. At March 31, 2001, the
Company had drawn approximately $1,730 million from the credit facility in order
to refinance its existing debt and debt assumed as part of the merger with IXC
and to provide for the Company's business needs. At March 31, 2001, the Company
had approximately $370 million in additional borrowing capacity available under
this facility which it believes will be sufficient in order to provide for its
financing requirements in excess of amounts generated from its operations.

The interest rates to be charged on borrowings from the credit facility can
range from 100 to 225 basis points above the London Interbank Offering Rate
("LIBOR"), and are currently at 175 to 225 basis points as a result of the
Company's credit rating. The Company incurs banking fees in association with
this credit facility that range from 37.5 basis points to 75 basis points,
applied to the unused amount of borrowings of the facility.

The Company is subject to financial covenants in association with the credit
facility. These financial covenants require that the Company maintain certain
debt to EBITDA, senior secured debt to EBITDA, debt to capitalization and
interest coverage ratios. This facility also contains certain covenants which,
among other things, may restrict the Company's ability to incur additional debt,
pay dividends, repurchase Company common stock and sell assets or merge with
another company.

As of the date of this filing, the Company maintains the following credit
ratings:



                                                                Duff & Phelps            Moody's
Entity   Description                    Standard and Poor's     Credit Rating Service    Investor Service
----------------------------------------------------------------------------------------------------------
                                                                             
BRW      Corporate Credit Rating        BB+                     BB+                      Ba2
CBT      Corporate Credit Rating        BB+                     BBB+                     Baa3



The Company also has an ownership position in equity securities that were valued
at approximately $116 million as of March 31, 2001. The market value of this
portfolio decreased approximately $139 million in the quarter due to a decline
in the market value of the Company's investments in Corvis and other privately
held companies and the liquidation of PSINet and a portion of Applied Theory
shares held by the Company.

CASH FLOW

For the first three months of 2001, cash provided by operating activities was
$41 million, compared to $22 million in 2000. The increase in cash provided by
operating activities was primarily due to a lower net loss. An increase in
receivables and decreases in unearned revenues and deferred income taxes were
offset by non-cash expenses including depreciation, amortization and the
provision for losses on receivables.

                                       26


Form 10-Q Part I                                                 Broadwing Inc.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Capital expenditures for the quarter were approximately $198 million, 30% higher
than the $154 million spent in the first quarter for 2000. The increase is
attributable to continued construction of the Company's optical network and
additional equipment purchases by CBT. Capital expenditures to maintain and grow
the optical network and maintain the local Cincinnati networks are expected to
be approximately $700 million in 2001.

Approximately $15 million in preferred stock dividends were paid to shareowners
during the first quarter of 2001. This amount includes the "Minority interest
expense" caption in the Condensed Consolidated Statements of Income and
Comprehensive Income (Loss). In addition, the Company borrowed $91 million
during the quarter from the $2.1 billion credit facility discussed above. During
the first quarter of 2001, the Company also entered into a forward sale
agreement for 4 million shares of its investment in Corvis Corporation.
Approximately 2.6 million shares were borrowed and sold on the open market in
the first quarter, generating proceeds of $42.7 million. The prepaid forward
sale liability is recorded as note payable and included in short-term debt.

BALANCE SHEET

The following comparisons are relative to December 31, 2000.

The increase in property, plant and equipment, long-term debt and short-term
debt and the decrease in investments are discussed above. Accounts receivable
increased 10%, primarily as a result of revenue growth during the quarter and a
5% increase in days sales outstanding. The increase in the deferred income tax
asset is due to continuing operating losses and the decline of market value in
equity investments reflected in other comprehensive income.

REGULATORY MATTERS AND COMPETITIVE TRENDS

FEDERAL - In February 1996, Congress enacted the Telecommunications Act of 1996
("the 1996 Act"), the primary purpose of which was to introduce greater
competition into the market for telecommunications services. Since February
1996, the Federal Communications Commission ("FCC") has initiated numerous
rulemaking proceedings to adopt regulations pursuant to the 1996 Act. The 1996
Act and the FCC's rulemaking proceedings can be expected to impact CBT's
in-territory local exchange operations in the form of greater competition.
However, these statutes and regulations also create opportunities for the
Company to expand the scope of its operations, both geographically and in terms
of products and services offered.

OHIO - The TELRIC phase of CBT's alternative regulation case, which will
establish the rates CBT can charge to competitive local exchange carriers for
unbundled network elements, remains pending. The Public Utilities Commission of
Ohio ("PUCO") issued its decision on the methodology CBT must use to calculate
these rates on November 4, 1999. On January 20, 2000, the PUCO denied all
parties' requests for rehearing except for one issue regarding nonrecurring
charges. On March 17, 2000, CBT filed an appeal to the Ohio Supreme Court with
respect to several issues. The appeal has been fully briefed and was argued on
January 30, 2001, but no decision has been released at this time. Nevertheless,
CBT has submitted new cost studies as required by the PUCO's orders and is
working with the PUCO staff to address their comments. After a period for review
of the studies and resolution of any disputes, CBT is to file a tariff
implementing the resulting rates.

                                       27


Form 10-Q Part I                                                 Broadwing Inc.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

BUSINESS OUTLOOK

Evolving technology, the preferences of consumers, the legislative and
regulatory initiatives of policy makers and the convergence of other industries
with the communications industry are causes for increasing competition. The
range of communications services, the equipment available to provide and access
such services and the number of competitors offering such services continue to
increase. These initiatives and developments could make it difficult for the
Company to maintain current revenue and operating margins.

Broadwing Communications faces significant competition from other fiber-based
telecommunications companies such as AT&T, Worldcom, Sprint, Level 3
Communications, Qwest Communications International, Global Crossing and Williams
Communications. Broadwing IT Consulting, a subsidiary of Broadwing
Communications, competes with Intranet hardware vendors, system integrators,
value added resellers and other information technology consulting businesses. In
order to achieve competitive advantage, the Company intends to develop new
products and services or blend products and services from other subsidiaries
into the operations of Broadwing Communications as deemed necessary by the
Company.

Cincinnati Bell Telephone's current and potential competitors include wireless
services providers, interexchange carriers, competitive local exchange carriers
and others. To date, CBT has signed various interconnection agreements with
competitors and approximately 1% of net access lines have been transferred since
the advent of competition in CBT's service area.

The Company's other subsidiaries face intense competition in their markets,
principally from larger companies. These subsidiaries primarily seek to
differentiate themselves by leveraging the strength and recognition of the
Company's brand equity, by providing customers with superior service, and by
focusing on niche markets and opportunities to develop and market customized
packages of services.

Cincinnati Bell Wireless is one of six active wireless service providers in the
Cincinnati and Dayton, Ohio metropolitan market areas. Cincinnati Bell
Directory's competitors are directory services companies, newspapers and other
media advertising service providers in the Cincinnati metropolitan market area.
CBD now competes with "Yellow Book" following the sale of Donnelley's Cincinnati
operations to Yellow Book. This competition may affect CBD's ability to grow or
maintain profits and revenues.

Cincinnati Bell Any Distance has captured substantial market share in the
Greater Cincinnati area since the introduction of its Any Distance service
offering in January 2000, but still faces intense competition from larger long
distance providers and other resellers. As a matter of necessity, margins on
long distance minutes continue to fall as providers attempt to hold on to their
subscriber base. Furthermore, additional advertising is necessary in order to
capture and retain market share. The web hosting operations of ZoomTown.com had
a successful launch in 2000, but competes with nationally known web hosting
providers such as Exodus Communications, Inc. and Digex, Incorporated.

The Company believes that it will continue to grow as a result of its reputation
for quality service and the introduction of innovative products. The Company has
successfully blended its provisioning and marketing expertise with Broadwing
Communications' next-generation optical network in order to introduce advanced
calling and data transport services throughout the United States. The Company
intends to retain market share

                                       28


Form 10-Q Part I                                                 Broadwing Inc.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

with respect to its current service offerings and continue to pursue rapid
growth in broadband data transport and wireless communications services. The
Company also intends to continue to leverage its investment in its local
communications and its regional wireless networks and national partnership with
AT&T Wireless Services to provide new and incremental product and service
offerings to customers in the Greater Cincinnati and Dayton, Ohio markets.

BUSINESS DEVELOPMENT

To enhance shareowner value, the Company continues to review opportunities for
acquisitions, divestitures, equity investments and strategic partnerships.

CONTINGENCIES

In the normal course of business, the Company is subject to various
regulatory proceedings, lawsuits, claims and other matters. Such matters are
subject to many uncertainties and outcomes are not predictable with assurance.

In the course of closing the Company's merger with IXC, the Company became
aware of IXC's possible non-compliance with certain requirements under state
and federal environmental laws. Since the Company is committed to compliance
with environmental laws, management decided to undertake a voluntary
environmental compliance audit of the former IXC facilities and operations
and, by letter dated November 9, 1999, disclosed potential non-compliance at
the former IXC facilities to the U.S. Environmental Protection Agency ("EPA")
under the Agency's Self-Policing Policy. The Company made similar voluntary
disclosures to various state authorities. The EPA determined that IXC appears
to have satisfied the "prompt disclosure" requirement of the Self-Policing
Policy for the Company to complete its environmental audit of all former IXC
facilities and report any violations to the Agency. The Company has filed its
preliminary environmental audit report with the EPA and is currently working
with the EPA and several state environmental protection agencies to bring the
Company into compliance with all applicable regulations, and to develop
internal procedures to ensure future compliance.

The Company believes that the resolution of such matters for amounts in
excess of those reflected in the consolidated financial statements would not
likely have a materially adverse effect on the Company's financial condition.

ITEM 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to the impact of interest rate changes. To manage its
exposure to interest rate changes, the Company uses a combination of variable
rate short-term and fixed rate long-term financial instruments. The Company may,
from time to time, employ a small number of financial instruments to manage its
exposure to fluctuations in interest rates. The Company does not hold or issue
derivative financial instruments for trading purposes or enter into interest
rate transactions for speculative purposes. Management is reviewing steps
necessary to mitigate this exposure.

Interest Rate Risk Management - The Company's objective in managing its exposure
to interest rate changes is to limit the impact of interest rate changes on
earnings and cash flows and to lower its overall borrowing costs. The Company
has entered into a series of interest rate swap agreements on notional amounts
totaling $240 million at March 31, 2001. A detailed discussion of the Company's
interest rate swaps can be found in Note 4 of the Notes to Condensed
Consolidated Financial Statements.

                                       29


Form 10-Q Part II                                                Broadwing Inc.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The information required by this Item is included in Note 8 of the notes to the
condensed consolidated financial statements on page 15 of this quarterly report.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

The Company is restricted as to the payment of certain dividends as defined in
the Credit Agreement that is filed as Exhibit (10) (i) (1) to the December 31,
2000 Report on form 10-K. (original agreement filed as Exhibit 10.1 to Form 8-K,
date at report November 12, 1999, file No. 1-8519).

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the first
quarter of 2001.

The Company's annual meeting of shareholders was conducted on April 30, 2001. At
this meeting, shareholders voted on:

    i. Election of three directors for three-year terms expiring in 2004,

The results of such votes were as follows:

   i.  Phillip R. Cox was elected as a director with 173,954,536 common shares
       voting for election and 4,096,089 shares voting against election. William
       A. Friedlander was elected as a director with 174,011,075 common shares
       voting for election and 4,039,550 shares voting against election. John M.
       Zrno was elected as a director with 173,813,723 common shares voting for
       election and 4,236,902 shares voting against election.

ITEM 5.  OTHER INFORMATION

None.

                                       30


Form 10-Q Part I                                                Broadwing Inc.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits.

         The following are filed as Exhibits to Part I of this Form 10-Q:



         EXHIBIT NUMBER
                        
         (10)(iii)(A)(12)  Employment Agreement effective January 1, 2000 between the Company and
                                    Jeffrey C. Smith.

         (10)(iii)(A)(13)  Employment Agreement effective January 1, 1999 between the Company and
                                    John F. Cassidy.



(b)      Reports on Form 8-K.

         (i)      Form 8-K, dated February 20, 2001, reporting that the Company
                  adopted a reorganization plan regarding the activities of its
                  Cincinnati based subsidiaries, including Cincinnati Bell
                  Telephone Company, Cincinnati Bell Wireless Company,
                  Cincinnati Bell Any Distance Inc. and Cincinnati Bell
                  Directory Inc. The Company also reported that Jeffrey C.
                  Smith, Chief Legal and Administrative Officer, would assume
                  the duties of General Counsel and Corporate Secretary,
                  replacing the retiring Thomas E. Taylor.

         (ii)     Form 8-K, dated March 9, 2001, reporting that the Board of
                  Directors of Broadwing Inc. approved amendments to the insider
                  trading policy pursuant to Rule 10b5-1 of the Securities and
                  Exchange Act of 1934.

                                       31


Form 10-Q Part I                                                 Broadwing Inc.

                                   SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                              Broadwing Inc.



Date:  May 14, 2001                           /s/ Kevin W. Mooney
       --------------                         ----------------------------------
                                              Kevin W. Mooney
                                              Chief Financial Officer


                                       32