8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report:  August 13, 2002

BROADWING INC.

(Exact name of registrant as specified in its charter)

Ohio	1—8519	31—1056105
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
201 East Fourth Street Cincinnati, Ohio		45202
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  (513) 397-9900

Form 8-K Broadwing Inc.

Item 5.   Other Event.

Broadwing Inc. (NYSE: BRW) issued a press release on August 13, 2002 announcing that its Chairman and CEO, Rick Ellenberger, and CFO, Tom Schilling, signed and submitted sworn statements, without qualifications, to the U.S. Securities and Exchange Commission (SEC) affirming the accuracy of the Company’s recent reports filed with the SEC.  A copy of the press release is attached as Exhibit 99(1).

Item 7.  Financial Statements and Exhibits.

(C)Exhibits

Exhibit 99.2  - Statement Under Oath of Principal Executive Officer dated August 13, 20002.

Exhibit 99.3  - Statement Under Oath of Principal Financial Officer dated August 13, 2002.

Exhibit 99.4  - Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 as filed August 13, 2002

Exhibit 99.5 - Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 as filed August 13, 2002

Item 9.  Regulation FD Disclosure.

On August 13, 2002, each of the Principal Executive Officer, Richard G. Ellenberger, and the Principal Financial Officer, Thomas L. Schilling, of Broadwing Inc. submitted to the SEC sworn statements pursuant to Securities and Exchange Commission Order No. 4-460 and Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

A copy of each of these statements is attached hereto as an Exhibit (99.2 and 99.3) and a copy of each of these certifications is attached hereto as an Exhibit (99.4 and 99.5).

2

SIGNATURES

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 hereunto duly authorized.

BROADWING INC.
By:	/s/ Jeffrey C. Smith
	Jeffrey C. Smith Chief Human Resources Officer, General Counsel and Corporate Secretary

Date:  August 13, 2002

EX-99.1

EXHIBIT 99.1

INVESTOR CONTACT:		MEDIA CONTACT:
Matt Booher 513.397.9904		Thomas Osha 513.397.7316
matt.booher@broadwing.com	tom.osha@broadwing.com

BROADWING INC. CEO AND CFO FILE SWORN STATEMENTS WITH SEC

COMPANY OFFICERS CERTIFY FINANCIAL STATEMENTS; SUBMIT SARBANES-OXLEY DOCUMENTATION

CINCINNATI—August 13, 2002--Broadwing Inc. (NYSE:BRW) today announced that its Chairman and CEO, Rick Ellenberger, and CFO, Tom Schilling, signed and submitted sworn statements, without qualifications, to the U.S. Securities and Exchange Commission (SEC) affirming the accuracy of the Company’s recent reports filed with the SEC.

“Broadwing is proud of the excellent reputation for integrity we have earned throughout our 129-year history,” said Ellenberger.  “We fully support efforts to give all investors confidence in corporate financial statements and performance.  We have taken this opportunity to once again assure ourselves of the accuracy of our financial statements and we are pleased with our ability to satisfy the requirements of the SEC, NYSE, and recently enacted Sarbanes-Oxley legislation.  Our business practices reinforce our core values and we are always vigilant for methods to strengthen our corporate governance and reputation,” said Ellenberger.

Ellenberger and Schilling’s personal certifications, as well as the entire certification process, were also reviewed with the company’s audit committee and outside auditors. The personal certifications were submitted in accordance with SEC Order No. 4-460 and Section 906 of the Sarbanes-Oxley Act. The documents covered include Broadwing’s 10-K for 2001, its 10-Q’s for the first and second quarters of 2002, its 2002 proxy statement and all 8-K’s filed, to date, in 2002.

Broadwing Inc. is one of 947 publicly traded companies required by the SEC to submit sworn statements by the CEO and CFO, affirming the accuracy of their filings with the Commission. The statements will be available for review on the World Wide Web at www.broadwing.com, as well as on a Web site maintained by the SEC.

About Broadwing

Broadwing Inc. (NYSE: BRW) is an integrated communications company comprised of Broadwing Communications and Cincinnati Bell.  Broadwing Communications leads the industry as the world’s first intelligent, all-optical, switched network provider and offers businesses nationwide a competitive advantage by providing data, voice and Internet solutions that are flexible, reliable and innovative on its 18,500-mile optical network and its award-winning IP backbone.  Cincinnati Bell is one of the nation’s most respected and best performing local exchange and wireless providers with a legacy of unparalleled customer service excellence and financial strength.  The company was recently ranked number one in customer satisfaction, for the second year in a row, by J.D. Power and Associates for local residential telephone service and residential long distance among mainstream users. Cincinnati Bell provides a wide range of telecommunications products and services to residential and business customers in Ohio, Kentucky and Indiana.  Broadwing Inc. is headquartered in Cincinnati, Ohio. For more information, visit www.broadwing.com.

EX-99.2

Exhibit 99.2

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO
EXCHANGE ACT FILINGS

I, Richard G. Ellenberger, state and attest that:

(1)To the best of my knowledge, based upon a review of the covered reports of Broadwing Inc., and, except as corrected or supplemented in a subsequent covered report:

•no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8—K or definitive proxy materials, as of the date on which it was filed); and

•no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8—K or definitive proxy materials, as of the date on which it was filed).

(2)I have reviewed the contents of this statement with the Company’s audit committee.

(3)In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

•Report of Broadwing Inc. on Form 10—K for the year ended December 31, 2001;

•all reports on Form 10—Q, all reports on Form 8—K and all definitive proxy materials of Broadwing Inc. filed with the Commission subsequent to the filing of the Form 10—K identified above; and

•any amendments to any of the foregoing.

/s/Richard G. Ellenberger	Subscribed and sworn to
Richard G. Ellenberger Chairman of the Board and Chief Executive Officer August 13, 2002	before me this 13th day of August, 2002.
	/s/ Rebecca Martinette
	Rebecca Martinette Notary Public My Commission Expires:                10-31-2005

EX-99.3

Exhibit 99.3

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO
EXCHANGE ACT FILINGS

I, Thomas L. Schilling, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Broadwing Inc., and, except as corrected or supplemented in a subsequent covered report:

•no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8—K or definitive proxy materials, as of the date on which it was filed); and

•no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8—K or definitive proxy materials, as of the date on which it was filed).

(2)I have reviewed the contents of this statement with the Company’s audit committee.

(3)In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

•Report of Broadwing Inc. on Form 10—K for the year ended December 31, 2001;

•all reports on Form 10—Q, all reports on Form 8—K and all definitive proxy materials of Broadwing Inc. filed with the Commission subsequent to the filing of the Form 10—K identified above; and

•any amendments to any of the foregoing.

/s/ Thomas L. Schilling	Subscribed and sworn to
Thomas L. Schilling Chief Financial Officer August 13, 2002	before me this 13th day of August, 2002.
	/s/ Debra Felix
	Debra Felix Notary Public My Commission Expires:                        5-29-2005

EX-99.4

Exhibit 99.4

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Broadwing Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard G. Ellenberger, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Richard G. Ellenberger

Richard G. Ellenberger

Chairman of the Board and
Chief Executive Officer
August 13, 2002

EX-99.5

Exhibit 99.5

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Broadwing Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas L. Schilling, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Thomas L. Schilling

Thomas L. Schilling
Chief Financial Officer
August 13, 2002