<PAGE>

                       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 JUNE 30, 2000

                                       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 0-20803

                          BROADWING COMMUNICATIONS INC.

              Incorporated under the laws of the State of Delaware

          1122 Capital of Texas Highway South, Austin, Texas 78746-6426

                I.R.S. Employer Identification Number 74-2644120

                       Telephone - Area Code 512 328-1112

         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   .
            ---     ---

     All outstanding shares of the Registrant's common stock are owned by
Broadwing Inc.

     The number of shares of Preferred Stock outstanding was 395,120 on July 31,
2000.


<PAGE>


                                TABLE OF CONTENTS

                          PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>

Description                                                                             Page
-----------                                                                             ----
<S>                                                                                   <C>
Item 1.      Financial Statements (Unaudited)

             Condensed Consolidated Statements of Income and Comprehensive Income
             Three Months and Six Months Ended June 30, 2000 and 1999                   3

             Condensed Consolidated Balance Sheets
             June 30, 2000 and December 31, 1999                                        4

             Condensed Consolidated Statements of Cash Flows
             Six Months Ended June 30, 2000 and 1999                                    5

             Notes to Condensed Consolidated Financial Statements                       6

Item 2.      Management's Discussion and Analysis of Financial Condition
             And Results of Operations                                                 12

Item 3.      Quantitative and Qualitative Disclosures About Market Risk                17


                           PART II. OTHER INFORMATION

<CAPTION>

Description                                                                           Page
-----------                                                                           ----
<S>                                                                                  <C>
Item 1.      Legal Proceedings                                                         18

Item 2.      Changes in Securities and Use of Proceeds                                 18

Item 3.      Defaults Upon Senior Securities                                           18

Item 4.      Submission of Matters to a Vote of Security Holders                       18

Item 5.      Other Information                                                         18

Item 6.      Exhibits and Reports on Form 8-K                                          18

             Signature                                                                 19

</TABLE>

<PAGE>

Form 10-Q Part I                                   Broadwing Communications Inc.

      CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                              (Millions of Dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                              Company         Predecessor      Company           Predecessor
                                                              -------         -----------      -------           -----------
                                                                  Three Months Ended                Six Months Ended
                                                                  ------------------                ----------------
                                                              June 30,           June 30,        June 30,          June 30,
                                                               2000               1999            2000               1999
                                                               ----               ----            ----               ----
<S>                                                       <C>                 <C>            <C>                <C>
Revenues................................................     $   241.1         $   157.9        $   454.1        $   319.3

Costs and Expenses
  Cost of providing services and products sold..........         140.8             108.3            267.0            213.1
  Selling, general and administrative...................          74.2              61.0            163.2            112.8
  Depreciation .........................................          44.6              35.0             92.4             64.9
  Amortization..........................................          27.5               4.5             54.4             10.9
  Restructuring charges.................................            .1              13.1               .1             13.1
  Other infrequent costs................................            --              12.8               --             12.8
                                                             ---------         ---------        ---------        ---------
  Total Costs and Expenses..............................         287.2             234.7            577.1            427.6
                                                             ---------         ---------        ---------        ---------

Operating Loss..........................................         (46.1)            (76.8)          (123.0)          (108.3)

Other (Income) Expense, net.............................           (.5)             11.0              (.5)             5.1
Minority Interest Expense (Income)......................           (.1)               .3              (.3)              .5
Equity Loss in Unconsolidated Entities..................           4.0              13.1              6.0             16.0
Interest Expense........................................          17.9               9.1             30.8             20.1
                                                             ---------         ---------        ---------        ---------

Net Loss Before Income Taxes............................         (67.4)           (110.3)          (159.0)          (150.0)

Income Tax Provision (Benefit)..........................         (20.1)              3.9            (50.5)             6.3
                                                             ---------         ---------        ---------        ---------

Net Loss................................................         (47.3)           (114.2)          (108.5)          (156.3)

Other Comprehensive Income (Loss), Net of Tax:
  Unrealized gain (loss) on investments.................         (91.9)              7.9            (64.6)           141.1
                                                             ---------         ---------        ---------        ---------

Comprehensive Loss......................................     $  (139.2)        $  (106.3)       $  (173.1)       $   (15.2)
                                                             ==========        =========        =========        =========

</TABLE>

                       See Notes to Financial Statements.


                                       3

<PAGE>


Form 10-Q Part I                                   Broadwing Communications Inc.

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

<TABLE>
<CAPTION>

                                                                                         (Unaudited)
                                                                                         -----------
                                                                                          June 30,        December 31,
                                                                                            2000              1999
                                                                                            ----              ----
<S>                                                                                 <C>                 <C>
ASSETS
Current Assets
  Cash and cash equivalents.....................................................     $        --         $         56.2
  Receivables, less allowances of $31.9 and $36.0...............................             131.0                 77.1
  Deferred income tax benefits..................................................              18.8                 16.8
  Prepaid expenses and other current assets.....................................               9.1                 10.2
                                                                                     -------------       --------------
            Total current assets................................................             158.9                160.3

Property, plant and equipment, net..............................................           1,788.1              1,726.4
Goodwill and other intangibles, net.............................................           2,511.9              2,561.3
Investments in other entities...................................................             515.5                634.2
Investments in unconsolidated subsidiaries......................................              74.0                 61.0
Deferred charges and other assets...............................................               4.4                  4.0
                                                                                     -------------       --------------
            Total Assets........................................................     $     5,052.8       $      5,147.2
                                                                                     =============       ==============

LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREOWNERS' EQUITY

Current Liabilities
  Short-term debt...............................................................     $         8.5       $          5.9
  Accounts payable..............................................................              56.2                143.3
  Intercompany payable to Parent Company........................................             922.9                442.9
  Current portion of unearned revenue and customer deposits.....................              51.8                 53.6
  Accrued expenses and other current liabilities................................              99.1                137.6
                                                                                     -------------       --------------
            Total current liabilities...........................................           1,138.5                783.3

Long-term debt, less current portion............................................             184.1                597.4
Unearned revenue, less current portion..........................................             624.3                633.5
Deferred income taxes...........................................................             185.1                178.4
Other long-term liabilities.....................................................              73.8                 72.8
                                                                                     -------------       --------------

            Total liabilities...................................................           2,205.8              2,265.4
                                                                                     -------------       --------------

12 1/2% Junior Exchangeable Preferred Stock; $.01 par value; authorized -
  3,000,000 shares of all classes of preferred stock; 395,120 shares issued and
  outstanding and aggregate liquidation preference of $395.1 at
  June 30, 2000 and December 31, 1999 ..........................................             411.0                418.2

Commitments and Contingencies

Shareowners' Equity
  Common shares, $.01 par value, 1,000,000 shares authorized;
     500,000 shares issued and outstanding......................................              --                   --
  Additional paid-in capital....................................................           2,570.1              2,424.6
  Accumulated deficit...........................................................            (154.0)               (45.5)
  Accumulated other comprehensive income .......................................              19.9                 84.5
                                                                                     -------------       --------------
            Total shareowners' equity...........................................           2,436.0              2,463.6
                                                                                     -------------       --------------

Total Liabilities, Redeemable Preferred Stock and Shareowners' Equity...........     $     5,052.8       $      5,147.2
                                                                                     =============       ==============

</TABLE>

                       See Notes to Financial Statements.


                                       4

<PAGE>

Form 10-Q Part I                                   Broadwing Communications Inc.

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

<TABLE>
<CAPTION>

                                                                                        Company           Predecessor
                                                                                        -------            -----------
                                                                                                 Six Months
                                                                                                Ended June 30
                                                                                                -------------
                                                                                           2000                1999
                                                                                      --------------      --------------
<S>                                                                                  <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss........................................................................       $     (108.5)       $    (156.3)
Adjustments to reconcile net loss to cash provided by (used in) operating
activities:
  Depreciation .................................................................               92.4               64.9
  Amortization..................................................................               54.4               10.9
  Provision for doubtful accounts and service credits...........................               23.2               43.2
  Current and deferred income taxes.............................................              (50.5)               -
  Equity in net loss of unconsolidated subsidiaries.............................                6.0               16.0
  Other, net....................................................................               (7.7)               6.9

Changes in operating assets and liabilities, net of effects of acquisitions:
  Accounts receivable...........................................................              (68.9)             (43.0)
  Notes receivable from customers and indefeasable right-to-use sales...........               --                 91.2
  Other current assets..........................................................               (1.7)                .2
  Deferred charges and other non-current assets.................................               --                 (2.6)
  Accounts payable..............................................................                5.4               49.2
  Current portion of unearned revenue and customer deposits.....................              (11.7)              21.2
  Accrued expenses and other current liabilities................................                5.5               --
  Other non-current
liabilities.................................................                                    7.7                3.7
                                                                                      -------------        -----------
     Net cash provided by (used in) operating activities........................              (54.4)             105.5
                                                                                      -------------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures..........................................................             (201.4)            (261.6)
  Investments in unconsolidated subsidiaries....................................                (.5)              (6.2)
  Proceeds from collection of notes receivable..................................                -                   .7
  Acquisitions, net of cash acquired............................................                -                (73.3)
  Proceeds from sale of ownership interest in joint venture.....................                8.2                -
                                                                                      -------------        ------------
     Net cash used in investing activities......................................             (193.7)            (340.4)
                                                                                      -------------        ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from loan from Parent Company........................................              618.1                -
  Proceeds from issuance of debt................................................                2.3               79.1
  Principal payments on long-term debt and capital lease obligations............             (404.0)              (9.1)
  Payment of preferred dividends................................................              (24.7)              (6.5)
  Issuance of common shares.....................................................                -                  5.1
  Cash received from merged entity..............................................                 .2                -
                                                                                      -------------        -----------
     Net cash provided by financing activities..................................              191.9               68.6
                                                                                      -------------        -----------

Net decrease in cash and cash equivalents.......................................              (56.2)            (166.3)
Cash and cash equivalents at beginning of period................................               56.2              264.8
                                                                                      -------------        -----------
Cash and cash equivalents at end of period......................................       $        -          $      98.5
                                                                                      =============        ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
  Income taxes (net of refunds).................................................       $       --        $          .6
                                                                                      =============     ==============
  Interest (net of amounts capitalized).........................................       $       10.9      $        27.9
                                                                                      =============     ==============
Non-cash Investing and Financing Activities:....................................
  Amortization of preferred stock...............................................       $        1.0      $        -
                                                                                      =============     ==============
   Fiber barter agreements......................................................       $        9.5      $        -
                                                                                      =============     ==============

</TABLE>

                       See Notes to Financial Statements.


                                       5
<PAGE>



Form 10-Q Part I                                   Broadwing Communications Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1. BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Broadwing
Communications Inc. and its subsidiaries (formerly known as IXC
Communications, Inc., now referred to as "Broadwing Communications" or "the
Company"). The Company utilizes its advanced fiber-optic network consisting
of more than 17,000 route miles to provide broadband transport (previously
referred to as "private line"), data transport, Internet services, switched
long distance, network integration and consulting and other services. This
segment also provides network capacity and fibers in the form of indefeasable
right-to-use ("IRU") agreements.

Broadband transport services are comprised of the lease of dedicated circuits
that customers use to transmit traffic. These services are sold on a circuit
lease and IRU basis. Switched services represent the transmission of
long-distance switched traffic to retail business customers and resellers.
Data and Internet services include providing ATM/frame relay, web hosting and
collocation services. Other revenues are comprised of network integration and
consulting services and the sale of the related equipment, network
construction services, revenues earned for trials of vendor-supplied
equipment and, in 1999, revenues from the Company's now completed Vyvx
project.

The Company became a wholly owned subsidiary of Broadwing Inc. ("the Parent
Company") on November 9, 1999, pursuant to the merger with Broadwing Inc.
("the Merger"). On January 1, 2000, the Parent Company contributed the
capital stock of its network integration and consulting business, Broadwing
IT Consulting ("IT Consulting"), to the Company. Additionally, the Company
also entered into an agreement with Cincinnati Bell Long Distance ("CBLD") to
service the customers of CBLD outside of the Cincinnati area. The
contribution of the IT Consulting stock resulted in approximately $11 million
in assets and $12 million in liabilities (at historical cost) being
contributed to the Company in January 2000, representing net liabilities of
approximately $1 million. During the current quarter, the Company recognized
$15 million in revenues and $17 million in expenses related to IT Consulting.
Similarly, the Company also recognized approximately $15 million in revenues
and $17 million in expenses related to the CBLD agreement. For the first six
months of 2000, the Company recognized $24 million in revenues and $27
million in expenses related to IT Consulting and $30 million in revenues and
$32 million in expense related to the CBLD agreement.

The financial statements for periods ended before November 9, 1999 were
prepared using the Company's historical basis of accounting and are
designated as "Predecessor". The comparability of operating results for the
Predecessor periods and periods subsequent to the Merger are affected by the
purchase accounting adjustments discussed in Note 2 and the contribution of
IT Consulting and the agreement with CBLD discussed above.

These consolidated financial statements 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 shown. All adjustments are of a normal and recurring nature
except for those outlined in Notes 2 and 5. 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, 1999 condensed consolidated 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 1999 Annual
Report on Form 10-K.

2. MERGER WITH BROADWING INC.

On November 9, 1999, the Company became a wholly owned subsidiary of
Broadwing Inc. ("the Parent Company") following the completion of its merger
("the Merger") with a subsidiary of the Parent Company. The Company was
renamed Broadwing Communications Inc. following the completion of the Merger.

The aggregate purchase price of $2.2 billion consisted of (all numbers
approximate): $0.3 billion in cash for the purchase of five million shares of
Company common stock from Trustees of the General Electric Pension Trust; the
issuance of 69 million shares of the Parent Company's common stock (to
stockholders of the Company) valued at $1.6 billion; 155,000 shares of 6 3/4%
convertible preferred stock issued by the Parent Company on the Company's

                                       6
<PAGE>

Form 10-Q Part I                                   Broadwing Communications Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

behalf and valued at $0.1 billion; and the issuance of 13 million options and
warrants to purchase Parent Company common stock valued at $0.2 billion.

The cost of the Merger has been preliminarily allocated to the assets
acquired and liabilities assumed according to their estimated fair values at
the acquisition date and is subject to adjustment as the assumptions relating
to the asset and liability valuations are finalized. In addition, the
allocation may be impacted by changes in pre-acquisition contingencies
identified during the allocation period by the Company relating to certain
environmental, litigation, and other matters. As a result, amounts
preliminarily allocated to goodwill were decreased by approximately $8
million during the first six months of 2000. The amount allocated to goodwill
represents the excess of price paid over the fair value of assets realized
and liabilities assumed in the Merger. These amounts are being amortized to
expense over a 30-year period.

Included in the allocation of the cost to acquire the Company in the fourth
quarter of 1999 were restructuring costs associated with initiatives to
integrate operations of the Company with its Parent Company. The
restructuring costs recorded in 1999 included the costs of involuntary
employee separation benefits related to 263 employees of the Company. As of
June 30, 2000, 201 of the employee separations had been completed for a total
cash expenditure of $1.7 million. The restructuring plans also included costs
associated with the closure of a number of technical and customer support
facilities, the decommissioning of certain switching equipment, and the
termination of contracts with vendors. The Company expects that most of these
restructuring actions will be complete by December 31, 2000, and will result
in cash outlays of $7.5 million in 2000.

The following table illustrates activity in this reserve since December 31,
1999:

<TABLE>
<CAPTION>

                                                                      Balance at                                      Balance at
                                                                  December 31, 1999           Expenditures          June 30, 2000
                                                                  -----------------           ------------          -------------
         <S>                                                      <C>                        <C>                    <C>

          FOURTH QUARTER RESTRUCTURING:
          Employee separations.....................                  $    2.0                  $   (1.7)             $     0.3
          Facility closure costs...................                       2.1                      (1.9)                   0.2
          Relocation...............................                       0.2                         --                   0.2
          Other exit costs.........................                       3.2                      (0.1)                   3.1
                                                                     --------                  ---------             ---------
          Total....................................                  $    7.5                  $   (3.7)             $     3.8
                                                                     ========                  =========             =========

</TABLE>

Restructuring charges of $.1 million during the second quarter of 2000 consisted
of additional employee severance.

3. INVESTMENTS IN OTHER ENTITIES

PSINET, INC.

The Company's investment in PSINet, Inc. ("PSINet") consists of 20.5 million
shares of PSINet common stock. This investment had a fair market value of
approximately $514 million and $632 million as of June 30, 2000 and December
31, 1999, respectively. The amount in excess of the Company's basis in the
investment is reported as an unrealized gain on marketable securities, net of
tax and any additional liabilities resulting from the stock price of PSINet
related to the forward sale transaction further described in Note 6. The
PSINet investment is classified as "available-for-sale" as defined by
Statement of Financial Accounting Standard No. 115. Accordingly, changes in
the unrealized gain amount are included in "Other Comprehensive Income" on
the accompanying Condensed Consolidated Statement of Income and Comprehensive
Income.

DCI TELECOMMUNICATIONS

In November 1998, the Company entered into an agreement to acquire 4.25
million shares of common stock of DCI Telecommunications, Inc. ("DCI") as
consideration for payment of amounts due from one of the Company's customers
that was also a vendor of DCI. The agreement provided that DCI was to issue
additional shares of common stock to the Company if the market value of the
shares the Company owned did not reach $17.7 million by June 1, 1999. As of
June 1, 1999, and subsequent thereto, the market value of the shares the
Company owned was less than the $17.7 million guaranteed in the November 1998
agreement. DCI has publicly disclosed that it does not intend to issue
additional shares to the Company. The Company is pursuing the remedies to
which it is entitled under the November 1998 agreement. Due to a decline in
the financial condition of DCI that is considered

                                       7
<PAGE>


Form 10-Q Part I                                   Broadwing Communications Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


permanent, the Company wrote down its investment in DCI by $16.1 million to $1.5
million in 1999. No other adjustment was deemed necessary during the first six
months of 2000.

4.  INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES

MARCA-TEL

As of June 30, 2000, the Company holds an indirect investment equal to 30.0%
of Marca-Tel S.A. de C.V. (Marca-Tel) pursuant to its 65.4% ownership of
Progress International, LLC ("Progress"). Progress owns 45.8% of Marca-Tel.,
with the remaining 54.2% ownership being held by three parties; Formento
Radio Beep, S.A. de C.V., Siemens S.A. de C.V and a Mexican individual. This
investment was previously written down to zero and is still being carried on
the Company's books at that amount at June 30, 2000.

STORM TELECOMMUNICATIONS, LTD.

In October 1997, Storm Telecommunications, Ltd. ("Storm") was formed. Storm
was a joint venture with Telenor Global Services AS ("Telenor"), a subsidiary
of the Norwegian national telephone company, to provide telecommunication
services to carriers and resellers in Europe. The joint venture was owned 40%
by Telenor, 40% by the Company and 20% by Clarion Resources Communications
Corporation, a U.S.-based telecommunications company in which Telenor owned a
controlling interest. In February 2000, the Company sold its investment in
Storm, plus amounts due it relating to the joint venture, for $14.4 million.
The Company's investment in Storm had been written down to zero prior to the
Merger because the Company did not expect to realize any amounts pertaining
to this investment. The subsequent recovery of this investment resulted in an
$8.2 million adjustment to the preliminary purchase price allocation during
the first quarter of 2000.

APPLIED THEORY, INC.

The Company holds a 23.5% interest in Applied Theory that was valued at $74
million and $61 million on June 30, 2000 and December 31, 1999, respectively.
Applied Theory, Inc., a New York-based Internet service provider, was formed
in 1996 to provide high-quality Internet services for the New York state
research and education community. The Company recognized $4 million in losses
in the current quarter and $6 million in losses year-to-date resulting from
its equity method accounting for the Applied Theory investment. This compares
to approximately $1 million in losses recognized during each of the same
periods in 1999.

5. RESTRUCTURING CHARGES

In the second quarter of 1999, the Company recorded a charge of approximately
$13 million to exit certain operations in the switched wholesale business.
The restructuring charge consisted of severance and various other costs
associated with workforce reduction, network decommissioning, and various
terminations. The workforce reduction of 94 people included employees
contributing to the sales function and employees contributing to the network
operations. The Company expects these restructuring activities to be
completed by December 31, 2000. Due to the Merger, it was determined that the
combined companies would need the switches that had been marked for
decommissioning in the second quarter 1999 restructuring charge.
Additionally, it was determined that the total period contemplated for lease
payments relating to an abandoned office would not be required. Consequently,
the second quarter 1999 restructuring charge was reduced during the third
quarter of 1999 by $1.2 million related to decommissioning the switches and
$.4 million related to a reduction in the lease pay off requirement.

In the third quarter of 1999, the Company recorded a charge of approximately
$8.3 million relating to the restructuring of the organization and to exit
certain foreign operations. The plan was developed prior to the Merger, by
the previous Chief Executive Officer, after reviewing the Company's
operations. The workforce reduction of 15 employees included management,
administrative and foreign sales personnel. The employees were notified of
this program during July and August of 1999. Generally, all of the charges
are expected to be paid in 2000.

                                       8
<PAGE>


Form 10-Q Part I                                   Broadwing Communications Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Activity in the first six months of 2000 related to the accrued restructuring
liabilities was as follows (in millions):

<TABLE>
<CAPTION>

                                                                     Balance at                                 Balance at
                                                                  December 31, 1999        Expenditures       June 30, 2000
                                                                  -----------------        ------------       -------------
    <S>                                                           <C>                     <C>                 <C>
     SECOND QUARTER RESTRUCTURING:
     Employee separations................................             $    1.2               $    (.5)          $     .7
     Network decommissioning.............................                  2.3                    (.1)               2.2
     Terminate contractual obligations and exit
     facilities............................................                4.2                   (1.8)               2.4
                                                                      -----------            ---------          -----------
     Total.................................................           $    7.7               $   (2.4)          $    5.3
                                                                      ===========            =========          ===========

     THIRD QUARTER RESTRUCTURING:
     Employee separations...............................              $    2.9               $   (2.5)          $    0.4
     Terminate contractual obligations and
     exit facilities....................................                    .5                    (.1)               0.4
                                                                      -----------            ---------          -----------
     Total..............................................              $    3.4               $   (2.6)          $    0.8
                                                                      ===========            =========          ===========

</TABLE>

6. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

Long-term debt and capital lease obligations consist of the following at June
30, 2000 and December 31, 1999 (in millions):

<TABLE>
<CAPTION>

                                                                                       June 30,           December 31,
                                                                                         2000                1999
                                                                                 -----------------     ----------------
<S>                                                                             <C>                    <C>
9% Senior Subordinated Notes......................................               $            46.0      $         450.0
12 1/2% Senior Notes..............................................                              .8                   .8
Capital lease obligations.........................................                            10.0                 11.3
PSINet forward sale ..............................................                           125.4                133.9
Other debt........................................................                            10.4                  7.3
                                                                                 -----------------      ---------------
     Total long-term debt and capital lease obligations                          $           192.6      $         603.3
Less current portion.............................................                              8.5                  5.9
                                                                                 -----------------      ---------------
Long-term debt and capital lease obligations.....................                $           184.1      $         597.4
                                                                                 =================      ===============

</TABLE>

9% SENIOR SUBORDINATED NOTES

In 1998, the Company issued $450 million of 9% senior subordinated notes due
2008 ("the 9% Notes"). In January 2000, $404 million of the 9% Notes were
redeemed through a tender offer as a result of the change of control terms of
the bond indenture triggered as a result of the Merger. As a result, the $4.4
million premium paid upon redemption, net of taxes, was recorded as a
component of the purchase price allocation during the first quarter of 2000.

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 the Company to comply with various financial and other
covenants and restricts the Company from incurring certain additional
indebtedness.

PSINET FORWARD SALE

The Company's investment in PSINet consists of 20.5 million common shares
(after adjusting for PSINet's two-for-one stock split in February 2000). In
June and July 1999, the Company received approximately $111.8 million
representing amounts from a financial institution in connection with two
prepaid forward sale contracts on a total of six million shares of the PSINet
common stock. This amount is classified as long-term debt and is
collateralized by six million shares of PSINet common stock owned by the
Company. Each forward-sale obligation for three million shares of PSINet
stock may be settled at future dates for a maximum amount of three million
shares of PSINet stock, or at the Company's option, the equivalent value in
cash.

                                       9
<PAGE>


Form 10-Q Part I                                   Broadwing Communications Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

12 1/2% SENIOR NOTES

The Company's 12 1/2% senior notes were primarily eliminated through a tender
offer in 1998. The original indebtedness of $285.0 million was reduced to $.8
million in that tender offer.

OTHER DEBT

Pursuant to the Company's May 10, 1999 acquisition of Coastal Telecom Limited
Company, the Company assumed $10 million in notes payable. This amount was
adjusted to $7.8 million as part of the preliminary purchase price allocation
for the Coastal acquisition. This amount remains outstanding at June 30, 2000.

Additional amounts outstanding relate to indebtedness assumed in the merger
of IT Consulting into the Company at the beginning of 2000.

CAPITAL LEASES

The Company has acquired certain facilities and equipment under capital
leases. The gross amount of assets recorded under capital leases at June 30,
2000 and December 31, 1999 (capital leases and associated accumulated
depreciation was revalued at the Merger date) was $13.5 million and $11.8
million, respectively. The related accumulated depreciation was $4.9 million
and $1.2 million at June 30, 2000 and December 31, 1999, respectively.

7.  COMMITMENTS

The Company has entered into a purchase commitment with Corvis Corporation
(Corvis), a Columbia, Maryland-based manufacturer of optical network
equipment. The agreement specifies that the Company will purchase $200
million in optical network equipment from Corvis over a two-year period
beginning in July 2000.

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.

Certain former members of IXC's previous board of directors, as well as
Cincinnati Bell Inc. (now Broadwing Inc.), have been named as a defendant in
five stockholder class action suits filed in the Delaware Court of Chancery
"the Court"). These suits were filed in July 1999 and pertain to the
Company's recently completed Merger. The complaints allege, among other
things, that the defendants breached their fiduciary duties to the Company's
former stockholders by failing to maximize stockholder value in connection
with entering into the Merger agreement and sought a court order enjoining
completion of the Merger. In an October 27, 1999 ruling, the Court denied
plaintiffs' request for a preliminary injunction. The Merger has since closed
and management believes that the performance of Broadwing's share price has
rendered plaintiffs' arguments moot. In early May 2000, the parties entered
into a settlement agreement disposing of all outstanding issues in these
cases. On June 29, 2000, the Court issued an entry dismissing the cases.

A total of twenty-six Equal Employment Opportunity Commission ("EEOC")
charges were filed beginning in September 1999 by Broadwing
Telecommunications Inc. employees located in the Houston office (formerly
Coastal Telephone, acquired by the Company in May 1999) alleging sexual
harassment, race discrimination and retaliation. After completing its
internal investigation of the charges and cooperating fully with the EEOC,
the Company and the complainants participated in a voluntary mediation
proceeding conducted by the EEOC. Through the mediation process, the Company
was able to reach settlement with all twenty-six complainants. The Company
also entered into a Conciliation Agreement with the EEOC.

In the course of closing the Merger, the Company became aware of its 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 Company facilities and operations and, by letter dated
November 9, 1999, disclosed potential non-compliance at Company facilities to
U.S. Environmental Protection Agency ("EPA") under the Agency's Self-Policing
Policy. The Company made similar voluntary disclosures to various state
authorities. By letter dated January 19, 2000, the EPA determined that the
Company appears to have satisfied the "prompt disclosure" requirement of the
Self-Policing Policy, and established a deadline of May 1, 2000 for the
Company to complete its environmental audit of all Company facilities and
report any violations to the Agency. This deadline was subsequently extended
to June 21,

                                       10
<PAGE>

Form 10-Q Part I                                   Broadwing Communications Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

2000. 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

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133 establishes accounting and
reporting standards requiring that a derivative instrument be recorded in the
balance sheet as either an asset or liability, measured at its fair value.
SFAS 133 has been subsequently amended through the release of SFAS 137, which
provides for a deferral of the effective date of SFAS 133 to all fiscal years
beginning after June 15, 2000. As a result, implementation of SFAS 133 is not
mandatory for the Company until January 1, 2001. In June 2000, the FASB
issued SFAS No. 138, an amendment of SFAS 133. Management is currently
assessing the impact of SFAS 133 and related amendments on the Company's
results of operations, cash flows and financial position, although it does
not hold or issue derivative financial instruments for trading purposes or
enter into interest rate transactions for speculative purposes.

In December 1999, the SEC issued Staff Accounting Bulletin ("SAB") 101,
"Revenue Recognition in Financial Statements". In SAB 101, the SEC Staff
expressed its views regarding the appropriate recognition of revenue with
regard to a variety of circumstances, some of which are of particular
relevance to the Company. In June 2000, the SEC issued SAB 101B which delayed
the effective date of application of SAB 101 until the fourth quarter of
2000. The Company is currently evaluating SAB 101 to determine its impact on
the financial statements and does not expect the application of SAB
101 to have a material effect on its operating income.



                                    11
<PAGE>


Form 10-Q Part I                                   Broadwing Communications Inc.

                     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, 1999. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak only as
of the date thereof.

DESCRIPTION OF BUSINESS

Broadwing Communications Inc. ("the Company") is a leading provider of
telecommunications transmission and switched long-distance services with a
coast-to-coast fiber optic network containing approximately 17,000 route
miles at June 30, 2000. The Company utilizes this advanced fiber-optic
network to provide broadband transport (previously referred to as "private
line"), data transport, Internet services, switched long distance, network
integration and consulting and other services. This segment also provides
network capacity and fibers in the form of indefeasable right-to-use ("IRU")
agreements. Broadband transport services are comprised of the lease of
dedicated circuits that customers use to transmit traffic. These services are
sold on a circuit lease and IRU basis. Switched services represent the
transmission of long-distance switched traffic to retail business customers
and resellers. Data and Internet services include providing ATM/frame relay,
web hosting and collocation services. Other is comprised of network
integration and consulting services and the sale of the related equipment,
network construction services, revenues earned from trials of vendor-supplied
equipment and, in 1999, revenues from the Company's now completed Vyvx
partnership.

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated
financial statements and notes thereto. Results for interim periods may not
be indicative of the results for the full years.

On November 9, 1999, the Company became a wholly owned subsidiary of
Broadwing Inc. ("the Parent Company") following the completion of its merger
("the Merger") with a subsidiary of the Parent Company. The Company was
renamed Broadwing Communications Inc. following the completion of the Merger.
The Parent Company accounted for the Merger according to the purchase method
of accounting, with the purchase price allocation being "pushed down" to the
Company's financial statements. The purchase price has been preliminarily
allocated to the assets and liabilities assumed according to their estimated
fair values and are subject to adjustment when additional information
concerning asset and liability valuations is finalized. Property, plant and
equipment was recorded at fair market value based on preliminary appraisal
results, and useful lives were assigned to the assets. The excess of cost
over the fair value assigned to the net assets acquired was recorded as
goodwill and is being amortized using the straight-line method over 30 years.
Because the Merger did not take place until November 9, 1999, comparisons of
current quarter results with that of the prior year may not yield meaningful
results with respect to certain expenses that were affected by the push-down
accounting adjustments.

On January 1, 2000, the Parent Company contributed the capital stock of
Broadwing IT Consulting ("IT Consulting") to the Company. Also effective
January 1, 2000, the Company entered into an agreement with Cincinnati Bell
Long Distance, Inc. ("CBLD") to service the customers of CBLD outside of the
Cincinnati area. Accordingly, the current year's results of operations
include those of IT Consulting and amounts related to the service agreement
with CBLD. The contribution of the IT Consulting stock resulted in
approximately $11 million in assets and $12 million in liabilities (at
historical cost) being contributed to the Company in January 2000,
representing net liabilities of approximately $1 million. During the current
quarter, the Company recognized $15 million in revenues and $17 million in
expenses related to IT Consulting. Similarly, the Company also recognized
approximately $15 million in revenues and $17 million in expenses related to
the CBLD agreement. For the first six months of 2000, the Company recognized
$24 million in revenues and $27 million in expenses related to IT Consulting
and $30 million in revenues and $32 million in expense related to the CBLD
agreement.

                                       12

<PAGE>

Form 10-Q Part I                                   Broadwing Communications Inc.

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


Results of operations are as follows:

<TABLE>
<CAPTION>

                                          Company         Predecessor                      Company         Predecessor
                                          -------         -----------                      -------         -----------
                                                  Three Months Ended June 30,                       Six Months Ended June 30,
                                                  ---------------------------                       -------------------------
($ Millions)                               2000         1999        Change        %         2000         1999        Change       %
------------                               ----         ----        ------        -         ----         ----        ------       -
<S>                                    <C>         <C>           <C>           <C>     <C>          <C>           <C>          <C>
Revenues
    Broadband transport                 $   97.1    $    73.6    $    23.5      32     $   187.6    $   144.5     $   43.1      30
    Switched services                       97.4         75.0         22.4      30         201.2        152.7         48.5      32
    Data and Internet                       12.0          5.3          6.7     126          21.6         10.5         11.1     106
    Other                                   34.6          4.0         30.6      --          43.7         11.6         32.1      --
                                        --------    ---------    ---------             ----------    ---------     ---------
    Total                                  241.1        157.9         83.2      53         454.1        319.3        134.8      42

Costs and Expenses:
    Cost of providing services
        and products sold                  140.8        108.3         32.5      30         267.0        213.1         53.9      25
    Selling, general and
        administrative                      74.2         61.0         13.2      22         163.2        112.8         50.4      45
                                        --------    ---------    ---------             ----------    ---------     ---------
     Total                                 215.0        169.3         45.7      27         430.2        325.9        104.3      32

Earnings Before Interest Taxes,
Depreciation and Amortization (EBITDA)      26.1       (11.4)         37.5      --          23.9        (6.6)         30.5      --

Depreciation and amortization               72.1         39.5         32.6      83         146.8         75.8         71.0      94
Restructuring charges                         .1         13.1       (13.0)     (99)           .1         13.1        (13.0)    (99)
Other infrequent costs                        --         12.8       (12.8)      --            --         12.8        (12.8)     --
                                        --------    ---------    ---------             ----------    ---------     ---------

Operating loss                            (46.1)       (76.8)         30.7      40       (123.0)      (108.3)       (14.7)     (13)

Other (Income) Expense, net                 (.5)         11.0       (11.5)    (105)         (.5)          5.1        (5.6)    (110)
Minority Interest (Income) Expense          (.1)           .3         (.4)    (133)         (.3)           .5         (.8)    (160)
Equity Loss in Unconsolidated Entities       4.0         13.1        (9.1)     (69)          6.0         16.0       (10.0)     (63)
Interest Expense                            17.9          9.1         8.8       97          30.8         20.1        10.7       53
                                        --------    ---------    ---------             ----------    ---------     ---------

Net Loss Before Income Taxes              (67.4)      (110.3)         42.9      39       (159.0)      (150.0)        (9.0)      (6)

Income Tax Provision (Benefit)            (20.1)          3.9       (24.0)      --        (50.5)          6.3       (56.8)      --
                                        --------    ---------    ---------             ----------    ---------     ---------

Net Loss                                $ (47.3)    $ (114.2)    $    66.9      59     $ (108.5)    $ (156.3)     $  47.8       31
                                        ========    =========    =========             ==========    =========     =========

Gross Profit Margin                        41.6%        31.4%      +10 pts      32         41.2%        33.3%        +8 pts     24
EBITDA Margin                              10.8%       (7.2)%      +18 pts      --          5.3%       (2.1)%        +7 pts     --


</TABLE>

Strong revenue growth continued in the current quarter and for the first six
months of 2000 versus the comparable 1999 periods, with increases of 53% and
42% in the respective periods being contributed by all service categories
(including approximately $9 million in the current quarter and $14 million
year-to-date in revenues from other subsidiaries of the Parent Company). The
steady growth of the Broadband Transport and Switched Services categories
provided more than half of the revenue increase in both periods and is being
supplemented by new revenue sources within the Data and Internet and Other
categories.

Broadband transport revenues increased nearly $24 million in the current
quarter, growing 32% to $97 million. The six-month period showed similar
improvement, with 30% growth providing an additional $43 million in revenues.
Growth in broadband transport is being fueled by an increasing demand for
high-bandwidth transport from businesses, Internet

                                       13
<PAGE>

Form 10-Q Part I                                   Broadwing Communications Inc.

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

service providers and "dot.coms". In addition, IRU revenue was higher in the
current year, reflecting the amortization of up-front payments.

Switched services revenue increased 30% for the quarter and the
six-month periods, increasing $22 million and $49 million, respectively, over
prior year results. Both current year periods benefited from additional
traffic associated with the May 10, 1999 acquisition of Coastal Telcom
Limited Company and other related companies under common control ("Coastal")
and additional revenues relating to the CBLD service agreement. This was
partially offset by the decrease in the wholesale portion of switched
services revenues resulting from the decision to de-emphasize this business.
In the first six months of 2000, wholesale revenues represented 40% of total
switched services revenues, whereas they comprised 60% a year ago. The
Company has improved it margins on switched wholesale revenues in the current
year, achieving a small positive margin for the first six months. By
contrast, gross profit margins on switched wholesale minutes were negative in
the prior year periods.

Data and Internet revenues more than doubled in both periods, contributing an
additional $7 million and $11 million versus the prior year periods. Data and
Internet revenues continue to grow on the strength of demand for
Internet-based, ATM/frame relay, web hosting and collocation services. The
Company fulfilled demand for these services through the construction of six
new data centers, bringing its total of fully operational data centers to
nine nationwide.

Other revenues increased significantly, growing by more than $30 million
versus the prior year quarter and $32 million year-to-date. Network
integration, consulting and hardware revenues provided an additional $12
million in the current quarter and $19 million year-to-date. The Company also
earned approximately $10 million in revenues this quarter and year-to-date
related to a successful field trial of new optical network equipment that
will serve as the basis for the Company's optical switched network. During
the current quarter, $10 million in additional revenues resulted from network
construction projects. Somewhat offsetting these results in the prior year
were approximately $4 million in the quarter and $7 million in year-to-date
revenues earned on the Vyvx project.

Costs of providing services and products sold primarily reflect access
charges paid to LECs and other providers, transmission lease payments to
other carriers, costs incurred for construction projects and employee and
hardware costs in the data-consulting arena. In the current quarter, costs of
providing services and products sold amounted to $141 million, a 30% increase
over the $108 million incurred during the second quarter of 1999. For the
six-month period, the $267 million incurred represented a 25% increase over
the $213 million incurred during the same period in 1999. These increases
were driven primarily by revenue growth, but were held to a minimum due to a
decreased reliance on transmission and access charges from other carriers as
the Company continues to construct and groom its own nationwide fiber-optic
network. Future costs of providing services and products sold expense is
expected to continue to grow as a function of revenue, but decline somewhat
as a percentage of revenue as more of the traffic is carried on the Company's
network.

The Company's gross profit margin continued to rise, with both current
quarter and year-to-date gross margin percentages in excess of 40%. This
compares favorably with the 31% recorded in the prior year quarter and 33%
for the first six months of 1999.

Selling, general and administrative ("SG&A") expenses were higher in the
current quarter, with expenses of $74 million representing a 22% increase
over the prior year quarter. For the six-month period, SG&A expenses of $163
million were 45% higher than in the respective prior period. Although current
quarter SG&A expenses were higher than in the prior year, they represented an
improvement over the $89 million recorded in the first quarter of 2000. This
sequential quarter decrease was attributable to the conclusion of the initial
nationwide advertising campaign to launch the new "Broadwing" brand.
Advertising expenditures associated with the Company's advertising campaigns
amounted to only $4 million in the current quarter versus the $19 million
recorded in the prior quarter. The remainder of the increase in SG&A expenses
was primarily salary-related costs as the Company added approximately 700
employees resulting from the acquisition of Coastal and the expansion of the
retail and IT Consulting businesses.

The Company reported EBITDA of $26 million in the current quarter, raising
year-to-date EBITDA to $24 million. This compares to EBITDA losses of $11
million and $7 million in the respective prior periods. In the current
quarter, EBITDA margin of 11% represented improvement of 18 margin points
versus the negative 7% margin reported in the prior year.

                                       14
<PAGE>

Form 10-Q Part I                                   Broadwing Communications Inc.

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

Additionally, EBITDA margin for the six-month period improved to more than
5%, representing an increase of more than seven margin points.

Restructuring charges of $.1 million during the second quarter of 2000
consisted of additional employee severance. No infrequent items were incurred
during the current year, whereas approximately $13 million were incurred in
the prior year.

Depreciation and amortization of $72 million for the quarter and $147 million
year-to-date was approximately $33 million and $71 million higher,
respectively, than prior year results. This significant increase was the
result of continued construction of the fiber-optic network and higher asset
balances resulting from the revaluation of network assets and intangibles at
the Merger date.

The operating loss of $46 million recorded in the current quarter represents
a 40% improvement over that recorded during the same quarter in the prior
year, despite considerably higher depreciation and amortization expense
incurred during the current year. On a year-to-date basis, the operating loss
of $123 million is approximately $15 million higher than in the first six
months of 1999 and includes the $71 million in additional depreciation and
amortization mentioned above.

Other (income) expense resulted in income of approximately $1 million for
both the quarter and the first six months of 2000, representing a $12 million
improvement for the quarter and $6 million year-to-date. The prior year
quarter and year-to-date periods included a $13 million write down of the DCI
investment, but this was somewhat offset on a year-to-date basis by
approximately $7 million in interest income earned in the prior year.
Interest income is not being earned in the current year because excess cash
is now transferred to the Parent Company. Consequently, interest income is
expected to be near zero in the future.

Equity losses in unconsolidated subsidiaries declined to $4 million in the
current quarter versus the $13 million recorded in the prior year quarter.
Similarly, the $6 million in losses recorded during the six-month period
represented a $10 million reduction versus the $16 million recorded in the
prior year quarter. This was the result of the Company's liquidation of two
of the three investments that contributed to losses recorded in the first six
months of 1999. Most recently, the Company sold its interest in the Storm
joint venture for $14 million, including approximately $6 million for a
recovery of amounts receivable from partners in the joint venture.

Interest expense, primarily consisting of interest paid to the Parent
Company, increased 97% in the current quarter and 53% year-to-date. Interest
expense paid to the Parent Company amounted to $14 million in the current
quarter and $25 million year-to-date as additional funding was required in
order to construct the Company's fiber-optic network.

Income tax expense declined $24 million from a provision of $4 million in the
second quarter of 1999 to a benefit of $20 million in the current quarter.
Similarly, year-to-date income tax expense declined $57 million from a
provision of $6 million prior year-to-date to a benefit of $51 million. The
prior year's tax benefits were substantially offset by a valuation allowance
required due to the uncertainty of the future utilization of such benefits.
The current year benefits will be partially utilized against the Parent
Company's current income in the post-Merger environment. Any remaining
benefits will be recognized and carried forward to future periods.

As a result of the above, the Company reported a net loss of $47 million in
the current quarter and $109 million for the six-month period, 59% and 31%
less than in the respective prior year periods.

SEGMENT INFORMATION

In accordance with Statement of Financial Accounting Standards No. 131,
"Disclosures About Segments of an Enterprise and Related Information," the
Company began reporting its results by operating segment in 1998.
Historically, management has segregated the operations of the Company into
three operating segments; private line, switched long distance and
data/Internet. The operations of the Company now comprise a single segment
and are reported as such to the Chief Executive Officer of the Parent
Company, who functions in the role of chief operating decision maker for the
Company.

                                       15
<PAGE>

Form 10-Q Part I                                   Broadwing Communications Inc.

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

FINANCIAL CONDITION

CAPITAL INVESTMENT, RESOURCES AND LIQUIDITY

Historically, the Company financed the expansion of its network through the
issuance of debt and equity securities, the sale of fiber-based and
capacity-based IRUs, incurring bank debt and borrowing against its ownership
of PSINet common stock. Since the Merger, the Company has relied on the
credit facility secured by the Parent Company in order to support its cash
deficit.

In contrast to the prior year period when approximately $105 million in net
cash was generated by operations, $54 million in cash was used in the
operating activities of the Company during the first six months of the
current year. This difference was primarily related to IRU payments received
during the prior year.

Cash used in investing activities of $194 million decreased $146 million
versus $340 million in the first six months of 1999 due primarily to higher
capital expenditures and acquisitions in the prior year period. Lower capital
expenditures in the current year was primarily a function of timing, as the
Company is projecting capital expenditures of $600 million in 2000 and
substantial spending thereafter to continue expansion of the fiber-optic
network. The Company's remaining joint venture has not required funding since
the beginning of the current year versus the $6 million expended in the prior
year quarter. The Company's interest in its Storm joint venture was sold in
the first quarter of 2000 for $14 million, including approximately $6 million
for a recovery of amounts receivable and deposits from partners in the joint
venture. Significant further funding of joint ventures is not currently
anticipated.

Approximately $192 million of cash was provided by financing activities in
the first six months of 2000, a $123 million increase versus the $69 million
provided during the first six months of 1999. Funding needed to offset the
Company's operating loss and the $404 million tender offer on the 9% Notes
was provided by the Parent Company. Approximately $24 million in cash was
used to pay dividends on the Company's 12 1/2% Junior Exchangeable Preferred
Stock ("12 1/2% Preferred"). Cash was not required to effect these dividend
payments in the prior year since payments were made through additional shares
of the 12 1/2% Preferred. However, current year dividend payments on the 12
1/2% Preferred were partially offset by $7 million in dividend payments in
the prior year. These dividend payments relate to the Company's former 6 3/4%
and 7 1/4% preferred stock issues that were replaced by the Parent Company in
the Merger. In the prior year, $5 million in cash was provided through the
exercise of options on the Company's common stock. The Company no longer
issues common stock since all of its outstanding common stock is now held by
the Parent Company.

The Company did not maintain a cash balance at June 30, 2000. The Parent
Company has established a $2.1 billion credit facility in order to fund the
combined company, a portion of which was used to effect the aforementioned
$404 million tender offer for the 9% Notes in January 2000. Costs associated
with that redemption were considered part of the acquisition accounting and
were not reported as an extraordinary charge.

The Company seeks to obtain sufficient funding for the following significant
cash requirements:

-          Network expansion and other capital expenditures
-          Lease payments
-          Working capital
-          Dividends on preferred stock, and
-          Debt service

The Company is required to make payments under existing debt and capital
lease arrangements of approximately $4 million, $5 million and $126 million
for the remainder of 2000, 2001 and 2002, respectively, assuming that the
Company chooses to settle the $125 million PSINet forward sale obligation in
cash in 2002. The Company is also required to pay quarterly dividends on the
12 1/2% Preferred. Cash payments for these dividends total approximately $12
million per quarter. Although the Company has the option of paying dividends
on the 12 1/2% Preferred with additional shares of this preferred stock
through February 15, 2001, its current intention is to continue paying these
dividends in cash.

The Company feels that the credit facility established by the Parent Company
is sufficient to provide for the Company's financing requirements in excess
of amounts generated from its operations.


                                       16
<PAGE>

Form 10-Q Part I                                   Broadwing Communications Inc.

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

QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Effective with the retirement of the Company's previous revolving credit
facility and with new debt being assumed by the Parent Company, the Company
is not currently subject to market risk associated with changes 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.

Virtually all of the Company's revenue is derived from domestic operations,
so risk related to foreign currency exchange rates is considered minimal.






                                       17
<PAGE>

Form 10-Q Part II                                  Broadwing Communications Inc.

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 10 of this quarterly report
and is incorporated by reference in this Item 1.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

On April 13, 2000, Richard G. Ellenberger was elected to a one-year term as sole
director of the Company. This matter was previously discussed in the Company's
Form 10-Q for the three months ended March 31, 2000, as filed with the
Securities and Exchange Commission on May 15, 2000.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     Exhibits identified in parenthesis below, on file with the Securities and
Exchange Commission are incorporated herein by reference as exhibits hereto:

(a)        Exhibits.

The following are filed as Exhibit(s) to Part I of this Form 10-Q:

<TABLE>
<CAPTION>

Exhibit
Number
-------
<S>                 <C>
27                   Financial Data Schedule.

(b)                  Reports on Form 8-K.

None.

</TABLE>

                                       18
<PAGE>

SIGNATURE

    Pursuant to the requirements of Section 13 or 15(d) 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 COMMUNICATIONS INC.

August 11, 2000                                    By:   /s/ Kevin W. Mooney
                                                         -----------------------
                                                         Kevin W. Mooney
                                                         Chief Financial Officer


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