February 6, 2002 -- Broadwing Inc. (NYSE:BRW) announced a definitive agreement to sell a substantial majority of Cincinnati Bell Directory, its yellow page directory publishing business, for $345 million in cash to a new company, CBD Media Inc., funded by Spectrum Equity Investors and operated by the existing Cincinnati Bell Directory management team.

Advertisers in the Cincinnati Bell Directory and the 2.4 million people who receive its directories should see no difference in the quality, branding, billing, sales, customer service, or management of the yellow page books. Cincinnati Bell Directory publishes 15 yellow page directories in the Greater Cincinnati/Northern Kentucky area.

"In making our decision, it was important to enter into a relationship assuring there will be virtually no change for our advertisers and readers," said Broadwing Chairman-elect and CEO Rick Ellenberger. "Broadwing will focus on its core communications business while CBD Media will continue to deliver the Cincinnati Bell Directory as we have always done."

Under the agreement:

- The directories will continue to be published under the Cincinnati Bell Directory brand under a long term licensing agreement.

- Broadwing will continue to act as the billing and customer service agent.

- Cincinnati Bell Directory's current partners, including LM Berry, will continue in their roles.

- CincinnatiExchange.com, which provides online directory listings, shopping, news, and electronic services, will continue its integration and electronic linkage with Cincinnati Bell, the local communications subsidiary of Broadwing Inc.

- Employees of Cincinnati Bell Directory will become employees of CBD Media.

- Broadwing will remain a small minority owner in the business which will be accounted for on a cost basis.

The sale is estimated to close within 30 days, subject to customary closing conditions. Merrill Lynch & Co. acted as the financial advisor to Broadwing.

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