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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

| |  |           
| |  | ----------
| |  | (Mark one)

|  |  |                                                                                                                                      
|- |  | -------------------------------------------------------------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003.

|  |  |                                                                                                                                                                 
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|o |  | 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 333-42085

TRANSWESTERN PUBLISHING COMPANY LLC

(Exact name of registrant as specified in its charter)


|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|DELAWARE                                                       |  | 33-0778740                             
|                                                               |  |                                        
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification Number)
|                                                               |  |                                        
|8344 CLAIREMONT MESA BOULEVARD
SAN DIEGO, CALIFORNIA           |  | 92111                                  
|                                                               |  |                                        
|(Address of principal executive offices)                       |  | (Zip Code)                             

(858) 467-2800




(Registrants telephone number, including area code)


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 o

Indicate by check mark whether the registrant is an accelerated filer.
Yes o No x



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TABLE OF CONTENTS



|                           |                                                                                              |                                                      |  |  |  |  |  | 
|-------------------------- | -------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|                           |                                                                                              | CONSOLIDATED BALANCE SHEETS                         
|                           |                                                                                              | CONSOLIDATED STATEMENTS OF OPERATIONS               
|                           |                                                                                              | CONSOLIDATED STATEMENTS OF CASH FLOWS               
|                           |                                                                                              | NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|                           | ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS
|                           | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                          
|                           | ITEM 4. CONTROLS AND PROCEDURES                                                             
|PART II. OTHER INFORMATION
|                           | ITEM 1. LEGAL PROCEEDINGS                                                                   
|                           | ITEM 2. CHANGES IN SECURITIES                                                               
|                           | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                     
|                           | ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS                                   
|                           | ITEM 5. OTHER INFORMATION                                                                   
|                           | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                    
|SIGNATURES                
|EXHIBIT 31.1              
|EXHIBIT 31.2              
|EXHIBIT 32.1              



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TRANSWESTERN PUBLISHING COMPANY LLC
FORM 10-Q INDEX

|                                                                                              |                                                                                                                         |  |      |   | 
|--------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- |  | ---- | - | 
|                                                                                              |                                                                                                                         |  | PAGE
|                                                                                              |                                                                                                                         |  |     
|PART I. FINANCIAL INFORMATION                                                                 |                                                                                                                         |  |      |  
|Item 1. Financial Statements                                                                  |                                                                                                                         |  |      |  
|                                                                                              | Consolidated Balance Sheets as of June 30, 2003 (unaudited) and
December 31, 2002                                       |  |      | 3 | 
|                                                                                              | Consolidated Statements of Operations for the Three and Six Months
Ended June 30, 2003 (unaudited) and 2002 (unaudited) |  |      | 4 | 
|                                                                                              | Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 2003 (unaudited) and 2002 (unaudited)           |  |      | 5 | 
|                                                                                              | Notes to Unaudited Consolidated Financial Statements                                                                    |  |      | 6 | 
|Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations |                                                                                                                         |  | 11   |  
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |                                                                                                                         |  | 16   |  
|Item 4. Controls and Procedures                                                               |                                                                                                                         |  | 16   |  
|PART II. OTHER INFORMATION                                                                    |                                                                                                                         |  |      |  
|Item 1. Legal Proceedings                                                                     |                                                                                                                         |  | 17   |  
|Item 2. Changes in Securities                                                                 |                                                                                                                         |  | 17   |  
|Item 3. Defaults upon Senior Securities                                                       |                                                                                                                         |  | 17   |  
|Item 4. Submission of Matters to a Vote of Security Holders                                   |                                                                                                                         |  | 17   |  
|Item 5. Other Information                                                                     |                                                                                                                         |  | 17   |  
|Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                         |  | 17   |  
|SIGNATURES                                                                                    |                                                                                                                         |  | 18   |  

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TRANSWESTERN PUBLISHING COMPANY LLC
CONSOLIDATED BALANCE SHEETS
(in thousands)

|                                     |                                                                                                                         |                               |          |             |         |              |          |         |         | 
|------------------------------------ | ----------------------------------------------------------------------------------------------------------------------- | ----------------------------- | -------- | ----------- | ------- | ------------ | -------- | ------- | ------- | 
|                                     |                                                                                                                         |                               |          | JUNE 30,    |         | DECEMBER 31,
|                                     |                                                                                                                         |                               |          | 2003        |         | 2002        
|                                     |                                                                                                                         |                               |          |             |         |             
|                                     |                                                                                                                         |                               |          | (UNAUDITED) |         |              |          |        
|ASSETS                               |                                                                                                                         |                               |          |             |         |              |          |        
|Current assets:                      |                                                                                                                         |                               |          |             |         |              |          |        
|                                     | Cash                                                                                                                    |                               | $        | 3,750       |         |              | $        | 17,408  |        
|                                     | Trade receivable, (net of allowance for doubtful accounts of $14,347
at June 30, 2003 and $19,694 at December 31, 2002) |                               |          | 85,731      |         |              |          | 104,257 |        
|                                     | Deferred directory costs                                                                                                |                               |          | 32,205      |         |              |          | 24,312  |        
|                                     | Other current assets                                                                                                    |                               |          | 3,389       |         |              |          | 3,433   |        
|                                     |                                                                                                                         |                               |          |             |         |              |          |        
|                                     |                                                                                                                         | Total current assets          |          |             | 125,075 |              |          |         | 149,410 | 
|Non-current assets:                  |                                                                                                                         |                               |          |             |         |              |          |        
|                                     | Property, equipment and leasehold improvements, net                                                                     |                               |          | 5,262       |         |              |          | 5,444   |        
|                                     | Acquired intangibles, net                                                                                               |                               |          | 217,569     |         |              |          | 235,121 |        
|                                     | Debt issuance costs, net                                                                                                |                               |          | 9,819       |         |              |          | 10,987  |        
|                                     | Deferred tax asset                                                                                                      |                               |          | 6,275       |         |              |          | 8,295   |        
|                                     |                                                                                                                         |                               |          |             |         |              |          |        
|                                     |                                                                                                                         | Total non-current assets      |          |             | 238,925 |              |          |         | 259,847 | 
|                                     |                                                                                                                         |                               |          |             |         |              |          |        
|Total assets                         |                                                                                                                         | $                             | 364,000  |             |         | $            | 409,257  |        
|                                     |                                                                                                                         |                               |          |             |         |              |          |        
|LIABILITIES AND MEMBER DEFICIT       |                                                                                                                         |                               |          |             |         |              |          |        
|Current liabilities:                 |                                                                                                                         |                               |          |             |         |              |          |        
|                                     | Accounts payable                                                                                                        |                               | $        | 12,723      |         |              | $        | 17,118  |        
|                                     | Salaries and benefits payable                                                                                           |                               |          | 7,135       |         |              |          | 10,034  |        
|                                     | Accrued acquisition costs                                                                                               |                               |          | 307         |         |              |          | 2,165   |        
|                                     | Accrued interest                                                                                                        |                               |          | 3,263       |         |              |          | 3,660   |        
|                                     | Other accrued liabilities                                                                                               |                               |          | 4,140       |         |              |          | 4,333   |        
|                                     | Customer deposits                                                                                                       |                               |          | 44,965      |         |              |          | 32,642  |        
|                                     | Current portion, long-term debt                                                                                         |                               |          | 7,133       |         |              |          | 6,343   |        
|                                     |                                                                                                                         |                               |          |             |         |              |          |        
|                                     |                                                                                                                         | Total current liabilities     |          |             | 79,666  |              |          |         | 76,295  | 
|Long-term debt:                      |                                                                                                                         |                               |          |             |         |              |          |        
|                                     | Series F Senior Subordinated Notes                                                                                      |                               |          | 215,577     |         |              |          | 215,643 |        
|                                     | Senior credit facility Term A Loan                                                                                      |                               |          | 23,400      |         |              |          | 26,057  |        
|                                     | Senior credit facility Term B Loan                                                                                      |                               |          | 187,467     |         |              |          | 195,000 |        
|                                     | Other long-term liabilities                                                                                             |                               |          | 100         |         |              |          | 200     |        
|                                     |                                                                                                                         |                               |          |             |         |              |          |        
|                                     |                                                                                                                         | Total non-current liabilities |          |             | 426,544 |              |          |         | 436,900 | 
|                                     |                                                                                                                         |                               |          |             |         |              |          |        
|                                     |                                                                                                                         | Total liabilities             |          |             | 506,210 |              |          |         | 513,195 | 
|                                     |                                                                                                                         |                               |          |             |         |              |          |        
|Member deficit                       |                                                                                                                         |                               | (142,210 | )           |         |              | (103,938 | )      
|                                     |                                                                                                                         |                               |          |             |         |              |          |        
|Total liabilities and member deficit |                                                                                                                         | $                             | 364,000  |             |         | $            | 409,257  |        
|                                     |                                                                                                                         |                               |          |             |         |              |          |        

See accompanying notes.

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TRANSWESTERN PUBLISHING COMPANY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands except for per member unit information and member units outstanding)

|                                  |                            |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |        | 
|--------------------------------- | -------------------------- | - | ------------------ | ------ | ---------------- | - | ------ | ------ | ---- | - | ------- | ------ |  | - | ------- | ------ | 
|                                  |                            |   | THREE MONTHS ENDED |        | SIX MONTHS ENDED
|                                  |                            |   | JUNE 30,           |        | JUNE 30,        
|                                  |                            |   |                    |        |                 
|                                  |                            |   | 2003               |        | 2002             |   | 2003   |        | 2002
|                                  |                            |   |                    |        |                  |   |        |        |     
|Net revenues                      |                            | $ | 68,606             |        |                  | $ | 94,546 |        |      | $ | 131,654 |        |  | $ | 163,516 |       
|Cost of revenues                  |                            |   | 11,254             |        |                  |   | 15,707 |        |      |   | 21,956  |        |  |   | 28,922  |       
|                                  |                            |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |       
|Gross profit                      |                            |   | 57,352             |        |                  |   | 78,839 |        |      |   | 109,698 |        |  |   | 134,594 |       
|Operating expenses:               |                            |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |       
|                                  | Sales and marketing        |   |                    | 34,593 |                  |   |        | 40,787 |      |   |         | 66,361 |  |   |         | 70,927 | 
|                                  | General and administrative |   |                    | 15,140 |                  |   |        | 17,217 |      |   |         | 31,393 |  |   |         | 33,037 | 
|                                  |                            |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |       
|Total operating expenses          |                            |   | 49,733             |        |                  |   | 58,004 |        |      |   | 97,754  |        |  |   | 103,964 |       
|                                  |                            |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |       
|Income from operations            |                            |   | 7,619              |        |                  |   | 20,835 |        |      |   | 11,944  |        |  |   | 30,630  |       
|Other income, net                 |                            |   | 205                |        |                  |   | 388    |        |      |   | 417     |        |  |   | 671     |       
|Interest expense                  |                            |   | (8,193             | )      |                  |   | (8,733 | )      |      |   | (16,623 | )      |  |   | (17,309 | )     
|                                  |                            |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |       
|Income (loss) before taxes        |                            |   | (369               | )      |                  |   | 12,490 |        |      |   | (4,262  | )      |  |   | 13,992  |       
|Income tax provision              |                            |   | (1,748             | )      |                  |   | (562   | )      |      |   | (2,804  | )      |  |   | (803    | )     
|                                  |                            |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |       
|Net income (loss)                 |                            | $ | (2,117             | )      |                  | $ | 11,928 |        |      |   | (7,066  | )      |  |   | 13,189  |       
|                                  |                            |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |       
|Net income (loss) per Member unit |                            | $ | (2,117             | )      |                  | $ | 11,928 |        |      |   | (7,066  | )      |  |   | 13,189  |       
|                                  |                            |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |       
|Member units outstanding          |                            |   | 1,000              |        |                  |   | 1,000  |        |      |   | 1,000   |        |  |   | 1,000   |       
|                                  |                            |   |                    |        |                  |   |        |        |      |   |         |        |  |   |         |       

See accompanying notes.

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TRANSWESTERN PUBLISHING COMPANY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)

|                                                                                     |                                                                                     |                                 |         |                  |         |      |         |        |         |  
|------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------- | ------------------------------- | ------- | ---------------- | ------- | ---- | ------- | ------ | ------- | -
|                                                                                     |                                                                                     |                                 |         | SIX MONTHS ENDED
|                                                                                     |                                                                                     |                                 |         | JUNE 30,        
|                                                                                     |                                                                                     |                                 |         |                 
|                                                                                     |                                                                                     |                                 |         | 2003             |         | 2002
|                                                                                     |                                                                                     |                                 |         |                  |         |     
|OPERATING ACTIVITIES                                                                 |                                                                                     |                                 |         |                  |         |      |         |       
|Net income (loss)                                                                    |                                                                                     | $                               | (7,066  | )                |         | $    | 13,189  |       
|Adjustments to reconcile net income (loss) to cash provided by
operating activities: |                                                                                     |                                 |         |                  |         |      |         |       
|                                                                                     | Depreciation and amortization                                                       |                                 |         | 20,347           |         |      |         | 20,172 |        
|                                                                                     | Amortization of deferred debt issuance costs                                        |                                 |         | 1,168            |         |      |         | 1,152  |        
|                                                                                     | Provision for doubtful accounts                                                     |                                 |         | 14,779           |         |      |         | 18,293 |        
|                                                                                     | Deferred taxes                                                                      |                                 |         | 2,020            |         |      |         |       |        
|                                                                                     | Changes in operating assets and liabilities, excluding
the effects of acquisitions: |                                 |         |                  |         |      |         |        |        
|                                                                                     |                                                                                     | Trade receivables               |         |                  | 23,287  |      |         |        | (10,910 | )
|                                                                                     |                                                                                     | Write-off of doubtful accounts  |         |                  | (21,605 | )    |         |        | (24,456 | )
|                                                                                     |                                                                                     | Recoveries of doubtful accounts |         |                  | 2,212   |      |         |        | 911     |  
|                                                                                     |                                                                                     | Deferred directory costs        |         |                  | (7,893  | )    |         |        | (1,035  | )
|                                                                                     |                                                                                     | Other current assets            |         |                  | 44      |      |         |        | (1,464  | )
|                                                                                     |                                                                                     | Accounts payable                |         |                  | (951    | )    |         |        | (3,597  | )
|                                                                                     |                                                                                     | Accrued liabilities             |         |                  | (8,493  | )    |         |        | (2,932  | )
|                                                                                     |                                                                                     | Accrued interest                |         |                  | (397    | )    |         |        | (153    | )
|                                                                                     |                                                                                     | Customer deposits               |         |                  | 12,323  |      |         |        | 6,435   |  
|                                                                                     |                                                                                     | Equity trust payable            |         |                  |        |      |         |        | 134     |  
|                                                                                     |                                                                                     | Other current liabilities       |         |                  |        |      |         |        | (272    | )
|                                                                                     |                                                                                     |                                 |         |                  |         |      |         |       
|Cash provided by operating activities                                                |                                                                                     |                                 | 29,775  |                  |         |      | 15,467  |       
|INVESTING ACTIVITIES                                                                 |                                                                                     |                                 |         |                  |         |      |         |       
|Purchase of property, equipment and leasehold improvements                           |                                                                                     |                                 | (823    | )                |         |      | (341    | )     
|Acquisition of directories                                                           |                                                                                     |                                 | (2,005  | )                |         |      | (14,693 | )     
|Deferred financing costs and other assets                                            |                                                                                     |                                 |        |                  |         |      | (484    | )     
|                                                                                     |                                                                                     |                                 |         |                  |         |      |         |       
|Cash used for investing activities                                                   |                                                                                     |                                 | (2,828  | )                |         |      | (15,518 | )     
|FINANCING ACTIVITIES                                                                 |                                                                                     |                                 |         |                  |         |      |         |       
|Borrowings under long-term debt agreements:                                          |                                                                                     |                                 |         |                  |         |      |         |       
|                                                                                     | Revolving credit facility                                                           |                                 |         | 38,250           |         |      |         |       |        
|Repayments of long-term debt:                                                        |                                                                                     |                                 |         |                  |         |      |         |       
|                                                                                     | Revolving credit facility                                                           |                                 |         | (38,250          | )       |      |         |       |        
|                                                                                     | Senior term loans                                                                   |                                 |         | (9,400           | )       |      |         | (1,200 | )      
|Repayments of debt acquired                                                          |                                                                                     |                                 |        |                  |         |      | (367    | )     
|Distributions to TransWestern Holdings                                               |                                                                                     |                                 | (31,205 | )                |         |      |        |       
|                                                                                     |                                                                                     |                                 |         |                  |         |      |         |       
|Cash used for financing activities                                                   |                                                                                     |                                 | (40,605 | )                |         |      | (1,567  | )     
|                                                                                     |                                                                                     |                                 |         |                  |         |      |         |       
|Net decrease in cash                                                                 |                                                                                     |                                 | (13,658 | )                |         |      | (1,618  | )     
|Cash at beginning of period                                                          |                                                                                     |                                 | 17,408  |                  |         |      | 26,913  |       
|                                                                                     |                                                                                     |                                 |         |                  |         |      |         |       
|Cash at end of period                                                                |                                                                                     | $                               | 3,750   |                  |         | $    | 25,295  |       
|                                                                                     |                                                                                     |                                 |         |                  |         |      |         |       
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                    |                                                                                     |                                 |         |                  |         |      |         |       
|Cash paid for interest                                                               |                                                                                     | $                               | 16,382  |                  |         | $    | 16,204  |       
|                                                                                     |                                                                                     |                                 |         |                  |         |      |         |       
|Cash paid for taxes                                                                  |                                                                                     | $                               | 854     |                  |         | $    | 823     |       
|                                                                                     |                                                                                     |                                 |         |                  |         |      |         |       

See accompanying notes.

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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)



|1. |  | GENERAL
|-- |  | -------

The accompanying unaudited consolidated financial statements include the
accounts of TransWestern Publishing Company LLC (the Company) and its wholly
owned operating subsidiaries, Target Directories of Michigan, Inc. (Target) and
WorldPages, Inc. (WorldPages) and its subsidiaries. All significant intercompany
transactions have been eliminated. The Company is an independent yellow page
directory publisher and is a wholly owned subsidiary of TransWestern
Holdings L.P. (the Partnership).

These financial statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC) and, in the
opinion of management, reflect all adjustments necessary to present fairly the
financial position, results of operations and cash flows for the periods
presented in conformity with accounting principles generally accepted in the
United States. All adjustments were of a normal recurring nature. All material
intercompany balances and transactions have been eliminated. These financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Companys Form 10-K for the fiscal
year ended December 31, 2002. The 10-K is available on the Internet at
http://www.sec.gov.

Certain amounts in prior period consolidated financial statements have been
reclassified to conform to the presentation for the three and six months ended
June 30, 2003.

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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)



|2. |  | FINANCIAL STATEMENT DETAILS
|-- |  | ---------------------------

Property, Equipment and Leasehold Improvements

|                                               |  |          |         |              |  |   |         |  
|---------------------------------------------- |  | -------- | ------- | ------------ |  | - | ------- | -
|                                               |  | JUNE 30, |         | DECEMBER 31,
|                                               |  | 2003     |         | 2002        
|                                               |  |          |         |             
|Computer and office equipment                  |  | $        | 14,727  |              |  | $ | 14,033  |  
|Furniture and fixtures                         |  |          | 3,422   |              |  |   | 3,323   |  
|Leasehold improvements                         |  |          | 828     |              |  |   | 802     |  
|                                               |  |          |         |              |  |   |         |  
|                                               |  |          | 18,977  |              |  |   | 18,158  |  
|Less accumulated depreciation and amortization |  |          | (13,715 | )            |  |   | (12,714 | )
|                                               |  |          |         |              |  |   |         |  
|                                               |  | $        | 5,262   |              |  | $ | 5,444   |  
|                                               |  |          |         |              |  |   |         |  

Acquired Intangibles

|                              |                           |   |          |         |              |   |          |         | 
|----------------------------- | ------------------------- | - | -------- | ------- | ------------ | - | -------- | ------- | 
|                              |                           |   | JUNE 30, |         | DECEMBER 31,
|                              |                           |   | 2003     |         | 2002        
|                              |                           |   |          |         |             
|Customer base                 |                           | $ | 223,044  |         |              | $ | 222,174  |        
|Goodwill                      |                           |   | 165,768  |         |              |   | 164,983  |        
|Licensing agreements          |                           |   | 1,224    |         |              |   | 1,224    |        
|Non-competes                  |                           |   | 5,896    |         |              |   | 5,696    |        
|                              |                           |   |          |         |              |   |          |        
|                              |                           |   | 395,932  |         |              |   | 394,077  |        
|Less accumulated amortization |                           |   | (178,363 | )       |              |   | (158,956 | )      
|                              |                           |   |          |         |              |   |          |        
|                              | Acquired intangibles, net |   | $        | 217,569 |              |   | $        | 235,121 | 
|                              |                           |   |          |         |              |   |          |        

Debt issuance costs

|                              |                          |   |          |       |              |   |        |        | 
|----------------------------- | ------------------------ | - | -------- | ----- | ------------ | - | ------ | ------ | 
|                              |                          |   | JUNE 30, |       | DECEMBER 31,
|                              |                          |   | 2003     |       | 2002        
|                              |                          |   |          |       |             
|Debt issuance costs           |                          | $ | 17,200   |       |              | $ | 17,200 |       
|Less accumulated amortization |                          |   | (7,381   | )     |              |   | (6,213 | )     
|                              |                          |   |          |       |              |   |        |       
|                              | Debt issuance costs, net |   | $        | 9,819 |              |   | $      | 10,987 | 
|                              |                          |   |          |       |              |   |        |       

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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)



|3. |  | LONG TERM DEBT
|-- |  | --------------

On January 15, 2003, the Partnership redeemed the remaining $28.9 million in
aggregate principal amount of Partnerships Discount Notes. In order to fund the
redemption, the Company distributed $31.2 million to the Partnership. The Company
borrowed $15.0 million of the available $65.0 million on its revolving line of
credit and used cash on hand to fund the remaining distribution to the Partnership.

As of June 30, 2003 the Company had total outstanding long term
indebtedness of $426.5 million, including $215.6 million of Series F 9 5/8%
Senior Subordinated Notes due 2007, $23.4 million of outstanding borrowings
under the Term A Loan due 2007, $187.5 million of outstanding borrowings under
the Term B Loan due 2008, and $0.1 million in acquisition related debt. As of
June 30, 2003 the Company had no outstanding borrowings under its revolving credit
facility, with total borrowing availability of $65.0 million.



|4. |  | DIRECTORY ACQUISITIONS
|-- |  | ----------------------

TelFax, Inc. On February 6, 2003, the Company purchased certain tangible
and intangible assets of TelFax, Inc. for $2.0 million. The Company acquired two
directories in Oregon and one in Washington.

The purchase price for the acquisition above has been allocated to the
tangible and intangible assets acquired based on their respective fair
values at the date of acquisition, as follows (in thousands):

|                                         |  |   |       | 
|---------------------------------------- |  | - | ----- | 
|Customer list                            |  | $ | 870   | 
|Goodwill                                 |  |   | 785   | 
|Non-compete                              |  |   | 200   | 
|Other current and non-current net assets |  |   | 150   | 
|                                         |  |   |       | 
|Total consideration                      |  | $ | 2,005 | 

Total consideration paid in the purchase acquisitions is as follows (in thousands):

|                          |  |   |       | 
|------------------------- |  | - | ----- | 
|Cash paid for acquisition |  | $ | 1,950 | 
|Merger fees incurred      |  |   | 55    | 
|                          |  |   |       | 
|Total consideration       |  | $ | 2,005 | 

Assuming that the above acquisition had occurred on the first day of
the Companys six month period ended June 30, 2003 and June 30, 2002,
the unaudited pro forma results of operations would be as follows:

|                                  |  |                           |         |      |  |   |         | 
|--------------------------------- |  | ------------------------- | ------- | ---- |  | - | ------- | 
|                                  |  | Six months ended June 30,
|                                  |  |                          
|                                  |  | 2003                      |         | 2002
|                                  |  |                           |         |     
|                                  |  | (Unaudited)              
|Net revenues                      |  | $                         | 132,178 |      |  | $ | 164,069 | 
|Net income (loss)                 |  |                           | (6,840  | )    |  |   | 13,255  | 
|Net income (loss) per member unit |  |                           | (6,840  | )    |  |   | 13,255  | 

These results give effect to pro forma adjustment for the amortization of acquired
intangibles and for the additional interest expense on the debt incurred to fund the acquisition.

8



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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)



|5. |  | GUARANTEE
|-- |  | ---------

Target Directories of Michigan, Inc., WorldPages, Inc., and
TransWesterns other material wholly-owned subsidiaries, fully and
unconditionally guaranteed the Companys outstanding
9 5/8% Series F Senior Subordinated Notes due 2007 on an unsecured senior
subordinated basis. Target and WorldPages, Inc, and its subsidiaries are the
Companys only consolidated operating subsidiaries, other than an
inconsequential subsidiary which is a co-issuer of such notes, and has no debt
senior to the Notes. The following includes summarized financial data for the
Companys unconditional guarantors:

|                         |  |                             |        |                           |  |      |        |      |  |   |        |  |  |   |        | 
|------------------------ |  | --------------------------- | ------ | ------------------------- |  | ---- | ------ | ---- |  | - | ------ |  |  | - | ------ | 
|                         |  | Three months ended June 30, |        | Six months ended June 30,
|                         |  |                             |        |                          
|                         |  | 2003                        |        | 2002                      |  | 2003 |        | 2002
|                         |  |                             |        |                           |  |      |        |     
|                         |  | (Unaudited)                 |        |                           |  |      |        |      |  |  
|Statement of Operations: |  |                             |        |                           |  |      |        |      |  |   |        |  |  |   |        | 
|Net revenues             |  | $                           | 28,645 |                           |  | $    | 37,146 |      |  | $ | 52,963 |  |  | $ | 74,402 | 
|Gross profit             |  |                             | 24,519 |                           |  |      | 31,087 |      |  |   | 45,084 |  |  |   | 61,581 | 
|Operating income         |  |                             | 6,798  |                           |  |      | 9,799  |      |  |   | 10,721 |  |  |   | 21,018 | 
|Net income               |  |                             | 2,762  |                           |  |      | 6,725  |      |  |   | 3,604  |  |  |   | 15,122 | 

|                        |  |             |         |              |  |   |         | 
|----------------------- |  | ----------- | ------- | ------------ |  | - | ------- | 
|                        |  | June 30,    |         | December 31,
|                        |  | 2003        |         | 2002        
|                        |  |             |         |             
|                        |  | (Unaudited)
|Balance Sheet:          |  |             |         |              |  |   |         | 
|Current assets          |  | $           | 69,245  |              |  | $ | 63,962  | 
|Non-current assets      |  |             | 182,691 |              |  |   | 190,605 | 
|Current liabilities     |  |             | 20,653  |              |  |   | 21,756  | 
|Non-current liabilities |  |             | 198,164 |              |  |   | 206,912 | 



|6. |  | LEGAL PROCEEDINGS
|-- |  | -----------------

The Company and/or its subsidiaries are parties to various
litigation matters incidental to the conduct of their business.
Management does not believe that the outcome of any of these matters
will have a material adverse effect on the Companys financial condition
or the results of its operations.



|7. |  | GOODWILL
|-- |  | --------

A summary of changes in the Companys goodwill for the six month period ended
June 30, 2003 is as follows:

|         |  |            |         |                  |  |             |     |               |  |  |   |            |  |   |         | 
|-------- |  | ---------- | ------- | ---------------- |  | ----------- | --- | ------------- |  |  | - | ---------- |  | - | ------- | 
|         |  | January 1, |         |                  |  |             |     |               |  |  |   | Balance at
|         |  | 2003       |         | Acquisitions (1) |  | Impairments |     | June 30, 2003
|         |  |            |         |                  |  |             |     |              
|Goodwill |  | $          | 164,983 |                  |  | $           | 785 |               |  |  |  |            |  | $ | 165,768 | 
|         |  |            |         |                  |  |             |     |               |  |  |   |            |  |   |         | 



|(1) |  | Acquisition relates to the Companys purchase price allocation
for TelFax, Inc.
|--- |  | -------------------------------------------------------------------------------

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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)



|8. |  | NEW ACCOUNTING PRONOUNCEMENTS
|-- |  | -----------------------------

In April 2002, the Financial Accounting Standards Board (FASB) issued
FAS 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections. This statement, among other
things, changes the way gains and losses from the extinguishment of debt are
reported. Previously, all gains and losses from the extinguishment of debt were
required to be reported as an extraordinary item, net of related tax effect.
Under FAS 145, gains and losses from the extinguishment of debt should be
reported as part of on-going operations, unless the extinguishment of debt is
both an unusual and infrequent event for the entity. Previously reported
extraordinary gains and losses from the extinguishment of debt that are not
unusual or infrequent should be reclassified. The Company has reclassified
$3.5 million of extraordinary losses recorded during June of the year ended
December 31, 2001. The adoption of this statement did not affect reported net income.

In November 2002, the Financial Accounting Standards Board issued Interpretation
No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others (FIN 45). FIN 45 elaborates on the
existing disclosure requirements for most guarantees. FIN 45 requires that at the time a
company issues certain guarantees, the company must recognize an initial liability for
the fair value, or market value, of the obligations it assumes under that guarantee and
must disclose that information in its interim and annual financial statements. The
initial recognition and initial measurement provisions of FIN 45 are applicable on a
prospective basis to guarantees issued or modified after December 31, 2002. FIN 45s
disclosure requirements are effective for financial statements of interim or annual
periods ending after December 31, 2002 and are applicable to all guarantees issued by
the guarantor subject to FIN 45s scope, including guarantees issued prior to the
issuance of FIN 45. The Company adopted the provisions of FIN 45 in December 2002. The
adoption did not have a material impact on the Companys consolidated financial statements.

In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46), which requires extensive disclosures (including certain disclosures that are applicable to December 31, 2002 financial
statements)
and will require companies to evaluate variable interest entities to determine whether to
apply the consolidation provisions of FIN 46 to those entities. Companies must apply FIN 46
to entities with which they are involved if the entitys equity has specified characteristics.
If it is reasonably possible that a company will have a significant variable interest in a
variable interest entity at the date FIN 46s consolidation requirements become effective,
the company must disclose the nature, purpose, size and activities of the variable interest
entity and the consolidated enterprises maximum exposure to loss resulting from its
involvement with the variable interest entity in all financial statements issued after
January 31, 2003 (including December 31, 2002 financial statements) regardless of when the
variable interest entity was created. The consolidation provisions of FIN 46, if applicable,
would apply to variable interest entities created after January 31, 2003 immediately, and to variable interest entities created before February 1, 2003 in the Companys interim period
beginning after June 15, 2003. The Company believes that the implementation of the provisions
of FIN 46 will not have a material effect on the Companys consolidated financial statements.

In May 2003, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity (SFAS No. 150), which establishes standards for
how an issuer classifies and measures certain financial instruments with characteristics of both
liabilities and equity. SFAS No. 150, requires an issuer to classify certain instruments as
liabilities (or assets in some circumstances) which may have previously been classified as
equity. This statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003. The provisions of SFAS No. 150 are to be implemented by reporting the
cumulative effect of a change in accounting principle for financial instruments created before
the issuance date of the statement and still existing at the beginning of the interim period of
adoption. The Company does not believe the adoption of the provisions of SFAS No. 150 will have
a material effect on the Companys consolidated financial statements.

10



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ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS

Overview
     As used in this item and throughout this Quarterly Report on Form
10-Q, we, us, and our each refer to the Company, the Partnership and
their direct and indirect subsidiaries, collectively.

We recognize net revenues from the sale of advertising placed in
each directory when the completed directory is distributed. Costs directly
related to sales, production, printing and distribution of each directory are
capitalized as deferred directory costs and then matched against related net
revenues upon distribution. All of our other operating costs are recognized
during the period when incurred. As the number of directories that we publish
increases, the publication schedule is periodically adjusted to accommodate new
books. In addition, changes in distribution dates are affected by market and
competitive conditions and the staffing level required to achieve
the individual directory revenue goals. As a result, our directories
may be published in a month earlier or later than the previous year which
may move recognition of related revenues from one fiscal quarter or year to
another. Year to year results depend on both timing and performance factors.

Notwithstanding significant monthly fluctuation in net revenues which are
recognized based on actual distribution dates of individual directories, our
bookings and cash collection activities generally occur at a relatively steady
pace throughout the year. The table below demonstrates that quarterly bookings,
collection of advance payments and total cash receipts, which includes both
advance payments and collections of accounts receivable, generally vary less on
a percentage basis than our net revenues or EBITDA.

|                        |  |             |      |             |  |             |      |             |  |             |      |  |  |   |      |  |  |   |      | 
|----------------------- |  | ----------- | ---- | ----------- |  | ----------- | ---- | ----------- |  | ----------- | ---- |  |  | - | ---- |  |  | - | ---- | 
|                        |  | 2003        |      | 2003        |  | 2002        |      | 2002        |  | 2002       
|                        |  |             |      |             |  |             |      |             |  |            
|                        |  | 2nd Quarter |      | 1st Quarter |  | 4th Quarter |      | 3rd Quarter |  | 2nd Quarter
|                        |  |             |      |             |  |             |      |             |  |            
|Net revenues            |  | $           | 68.6 |             |  | $           | 63.0 |             |  | $           | 96.8 |  |  | $ | 75.0 |  |  | $ | 94.5 | 
|EBITDA (a)              |  | $           | 18.0 |             |  | $           | 14.8 |             |  | $           | 33.4 |  |  | $ | 15.2 |  |  | $ | 31.7 | 
|Bookings (b)            |  | $           | 85.4 |             |  | $           | 67.4 |             |  | $           | 83.9 |  |  | $ | 88.2 |  |  | $ | 72.3 | 
|Advance payments        |  | $           | 35.9 |             |  | $           | 31.6 |             |  | $           | 34.2 |  |  | $ | 34.1 |  |  | $ | 31.7 | 
|Total cash receipts (c) |  | $           | 79.3 |             |  | $           | 74.7 |             |  | $           | 82.3 |  |  | $ | 77.3 |  |  | $ | 75.8 | 



|(a) |  | EBITDA is defined as net income (loss) before extraordinary item, discretionary
contributions to the Companys equity compensation plans (such contributions
represent special distributions to the Companys equity compensation plans in
connection with refinancing transactions), non-recurring management bonuses and
fees in connection with the June 2001 recapitalization of the Partnership, plus
interest expense, taxes, and depreciation and amortization and is consistent with
the definition of EBITDA in the indenture relating to the Companys notes and in
the Companys senior credit facility. EBITDA is not a measure of performance under
accounting principles generally accepted in the United States (GAAP). EBITDA should
not be considered in isolation or as a substitute for net income, cash flows from
operating activities and other income or cash flow statement data prepared in
accordance with GAAP, or as a measure of profitability or liquidity. However,
management has included EBITDA because it may be used by certain investors to
analyze and compare companies on the basis of operating performance, leverage
and liquidity and to determine a companys ability to service debt. The
Companys definition of EBITDA may not be comparable to that of other companies
and is derived as follows (in thousands):
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|                              |  |                             |        |                           |  |      |        |      |  |   |        |   |  |   |        | 
|----------------------------- |  | --------------------------- | ------ | ------------------------- |  | ---- | ------ | ---- |  | - | ------ | - |  | - | ------ | 
|                              |  | Three months ended June 30, |        | Six months ended June 30,
|                              |  |                             |        |                          
|                              |  | 2003                        |        | 2002                      |  | 2003 |        | 2002
|                              |  |                             |        |                           |  |      |        |     
|                              |  | (Unaudited)                 |        |                           |  |      |        |      |  |  
|Net income (loss)             |  | $                           | (2,117 | )                         |  | $    | 11,928 |      |  | $ | (7,066 | ) |  | $ | 13,189 | 
|Interest expense              |  |                             | 8,193  |                           |  |      | 8,733  |      |  |   | 16,624 |   |  |   | 17,309 | 
|Depreciation and amortization |  |                             | 10,138 |                           |  |      | 10,453 |      |  |   | 20,413 |   |  |   | 20,239 | 
|Tax provision                 |  |                             | 1,748  |                           |  |      | 562    |      |  |   | 2,804  |   |  |   | 803    | 
|                              |  |                             |        |                           |  |      |        |      |  |   |        |   |  |   |        | 
|EBITDA                        |  |                             | 17,962 |                           |  | $    | 31,676 |      |  | $ | 32,775 |   |  | $ | 51,540 | 



|(b) |  | Bookings is defined as the daily advertising orders received from
accounts during a given period and generally occur at a steady pace
throughout the year. Bookings generated by predecessor owners of acquired
directories are excluded.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(c) |  | Total cash receipts includes both advance payments and collections of accounts
receivable.                                                                                                                                                 

RESULTS OF OPERATIONS

The following table summarizes our results of operations as a percentage
of revenues for the periods indicated:

|                           |  |                |       |                |  |      |       |      |  |  |       |   |  |  |       |  
|-------------------------- |  | -------------- | ----- | -------------- |  | ---- | ----- | ---- |  |  | ----- | - |  |  | ----- | -
|                           |  | THREE MONTHS   |       | SIX MONTHS    
|                           |  | ENDED JUNE 30, |       | ENDED JUNE 30,
|                           |  |                |       |               
|                           |  | 2003           |       | 2002           |  | 2003 |       | 2002
|                           |  |                |       |                |  |      |       |     
|Net revenues               |  |                | 100.0 | %              |  |      | 100.0 | %    |  |  | 100.0 | % |  |  | 100.0 | %
|Cost of revenues           |  |                | 16.4  |                |  |      | 16.6  |      |  |  | 16.7  |   |  |  | 17.7  |  
|                           |  |                |       |                |  |      |       |      |  |  |       |   |  |  |       |  
|Gross profit               |  |                | 83.6  |                |  |      | 83.4  |      |  |  | 83.3  |   |  |  | 82.3  |  
|Sales and marketing        |  |                | 50.4  |                |  |      | 43.2  |      |  |  | 50.4  |   |  |  | 43.4  |  
|General and administrative |  |                | 22.1  |                |  |      | 18.2  |      |  |  | 23.8  |   |  |  | 20.2  |  
|                           |  |                |       |                |  |      |       |      |  |  |       |   |  |  |       |  
|Income from operations     |  |                | 11.1  | %              |  |      | 22.0  | %    |  |  | 9.1   | % |  |  | 18.7  | %
|                           |  |                |       |                |  |      |       |      |  |  |       |   |  |  |       |  
|EBITDA Margin (a), (b)     |  |                | 26.2  | %              |  |      | 33.5  | %    |  |  | 24.9  | % |  |  | 31.5  | %
|                           |  |                |       |                |  |      |       |      |  |  |       |   |  |  |       |  



|(a) |  | For a definition of EBITDA see the immediately preceding section.                                                                                                                                                    
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | EBITDA Margin is defined as EBITDA as a percentage of net revenues.
Management believes that EBITDA margin provides a valuable indication
of the Companys ability to generate cash flows available for debt
service.

THREE MONTHS ENDED JUNE 30, 2003 COMPARED TO THE THREE MONTHS ENDED
JUNE 30, 2002

Net revenues decreased $25.9 million, or 27.4%, from $94.5 million in the
three months ended June 30, 2002 to $68.6 million in the same period in
2003. The Company published 66 directories in the three months ended June 30, 2003
compared to 81 in the same period in 2002. The decrease in net revenues was due to
$47.7 million of net revenues associated with 40 directories published in the
three months ended June 30, 2002 but not in the same period in 2003 (these
directories did not meet specific sales objectives in order to publish them in the
quarter due to understaffing of sales representatives); offset by $1.7 million from
six new directories, $18.9 million from 19 directories for which the publication
date moved into the period and growth in the same 41 directories published during
both periods of $1.2 million.

12



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As a result of a combination of factors, including the addition of new
customers, price increases, increases in the amount of advertising by current
customers and new directory features such as colorization of ads, additional
ad sizes and additional headings, our same book revenue growth for the 41
directories published in both periods was 2.5%.

Cost of revenues decreased $4.4 million, or 28.3%, from $15.7 million in
the three months ended June 30, 2002 to $11.3 million in the same period
in 2003. The decrease was the result of $0.3 million of lower costs associated
with the 41 same directories and $7.5 million of costs associated with 40
directories published during the three months ended June 30, 2002, but not in
the same period in 2003; offset by $0.3 million of costs associated with
six new directories published in the three months ended June 30, 2003 and
$3.1 million in costs associated with 19 directories published in the three
months ended June 30, 2003, but not in the same period in 2002.

As a result of the above, gross profit decreased $21.4 million, or 27.3%,
from $78.8 million in the three months ended June 30, 2002 to $57.4
million in the same period in 2003. Gross margin increased from 83.4% in the
three months ended June 30, 2002 to 83.6% in the same period in 2003 as a
result of lower direct costs on the same 41 directories.

Selling and marketing expenses decreased $6.2 million, or 15.2%, from
$40.8 million in the three months ended June 30, 2002 to $34.6 million in
the same period in 2003. The decrease was attributable to decreases of $5.5
million in direct sales costs, $3.7 million in provision for bad debt and an
increase of $0.7 million in recovered revenue; offset by increases of $3.7
million in sales support costs in the three months ended June 30, 2003.

Of the increase in sales support costs of $3.7 million, $1.0 million was
due to employment recruiting costs and training costs, $2.2 million was due
to a general increase in costs associated with personnel and other costs
associated with our field sales offices, and $0.5 million was due to sales
offices acquired since the second quarter of 2002. The decrease in direct sales
costs of $5.5 million was as follows: $11.1 million of costs associated with 40
directories that published in the three months ended June 30, 2002 but not in
the same period in 2003; offset by $0.6 million of costs for the six new
directories, and $5.0 million for 19 directories moving into the period. Direct sales
costs as a percentage of revenue for the same 41 directories published during
both periods decreased from 21.8% to 21.3% in the three months ended
June 30, 2003 compared to the same period in 2002.

General and administrative expense decreased $2.1 million, or 12.1%, from
$17.2 million for the three months ended June 30, 2002 to $15.1 million
for the same period in 2003. The decrease is due to eliminating the bonus accrual
of $1.8 million and a decrease in amortization expense related to acquired customer
base and other intangibles of $0.3 million.

As a result of the above factors, income from operations decreased $13.2
million, or 63.4%, from $20.8 million in the three months ended June 30, 2002
to $7.6 million in the same period in 2003. Income from operations as a
percentage of net revenues decreased from 22.0% in the three months ended
June 30, 2002 to 11.1% in the same period in 2003.

Interest expense decreased $0.5 million, or 6.2%, from $8.7 million in
the three months ended June 30, 2002 to $8.2 million in the same period
in 2003 due to a decrease in the rates of interest paid as a result of
decreases in Prime and LIBOR rates as well as a decrease in the total amount of
debt outstanding.

The provision for income taxes increased $1.1 million, or 211.1%, from $0.6
million in the three months ended June 30, 2002 to $1.7 million in the same
period in 2003 due to a change in the effective tax rate of our wholly-owned
subsidiaries. Specifically, we were able to utilize net operating losses during
the three months ended June 30, 2002 versus no utilization of net operating
losses for the same period in 2003.

As a result of the above factors, net income decreased $14.0 million,
from income of $11.9 million in the three months ended June 30, 2002 to
a loss of $2.1 million in the same period in 2003.

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SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO THE SIX MONTHS ENDED
JUNE 30, 2002

Net revenues decreased $31.8 million, or 19.5%, from $163.5 million in the
six months ended June 30, 2002 to $131.7 million in the same period in
2003. The Company published 122 directories in the six months ended June 30, 2003
compared to 139 in the same period in 2002. The decrease in net revenues was due to
$52.4 million of net revenues associated with 45 directories published in the
six months ended June 30, 2002 but not in the same period in 2003 (these
directories did not meet specific sales objectives in order to publish them in the
period due to understaffing of sales representatives); offset by $6.9 million from
11 new directories, $12.2 million from 17 directories for which the publication
date moved into the period and growth in the same 94 directories published during
both periods of $1.5 million.

As a result of a combination of factors, including the addition of new
customers, price increases, increases in the amount of advertising by current
customers and new directory features such as colorization of ads, additional
ad sizes and additional headings, our same book revenue growth for the 94
directories published in both periods was 1.4%.

Cost of revenues decreased $6.9 million, or 24.1%, from $28.9 million in
the six months ended June 30, 2002 to $22.0 million in the same period
in 2003. The decrease was the result of $1.3 million of lower costs associated
with the 94 same directories and $8.8 million of costs associated with 45
directories published during the six months ended June 30, 2002, but not in
the same period in 2003; offset by $1.8 million of costs associated with
11 new directories published in the six months ended June 30, 2003 and
$1.5 million in costs associated with 17 directories published in the six
months ended June 30, 2003, but not in the same period in 2002. Production
support costs decreased $0.1 million in the six months ended June 30, 2002.

As a result of the above, gross profit decreased $24.9 million, or 18.5%,
from $134.6 million in the six months ended June 30, 2002 to $109.7 million
in the same period in 2003. Gross margin increased from 82.3% in the six
months ended June 30, 2002 to 83.3% in the same period in 2003 as a result of
lower direct costs on the same 94 directories.

Selling and marketing expenses decreased $4.5 million, or 6.4%, from
$70.9 million in the six months ended June 30, 2002 to $66.4 million in
the same period in 2003. The decrease was attributable to decreases of $6.1
million in direct sales costs, $3.5 million in provision for bad debt and an
increase of $1.3 million in recovered revenue; offset by increases of $6.4
million in sales support costs in the six months ended June 30, 2003.

Of the increase in sales support costs of $6.4 million, $2.3 million was
due to employment recruiting costs and training costs, $3.1 million was due
to a general increase in costs associated with personnel and other costs
associated with our field sales offices, and $1.0 million was due to new sales
offices. The decrease in direct sales costs of $6.1 million was as follows:
$12.3 million of costs associated with 45 directories that published in the six
months ended June 30, 2002 but not in the same period in 2003; offset by $2.0
million of costs for the 11 new directories, $3.1 million for 17 directories
moving into the period, and $1.1 million of higher costs associated with the
94 same directories. Direct sales costs as a percentage of revenue for the same
94 directories published during both periods increased from 21.0% to 21.6% in
the six months ended June 30, 2003 compared to the same period in 2002.

General and administrative expense decreased $1.6 million, or 5.0%, from
$33.0 million for the six months ended June 30, 2002 to $31.4 million
for the same period in 2003. The decrease is due to eliminating the bonus accrual
of $2.6 million; offset by a $0.8 million increase in general costs associated
with personnel and a $0.2 million increase in depreciation and amortization.

As a result of the above factors, income from operations decreased $18.7
million, or 61.0%, from $30.6 million in the six months ended June 30,
2002 to $11.9 million in the same period in 2003. Income from operations as a
percentage of net revenues decreased from 18.7% in the six months ended
June 30, 2002 to 9.1% in the same period in 2003.

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Interest expense decreased $0.7 million, or 4.0%, from $17.3 million in
the six months ended June 30, 2002 to $16.6 million in the same period
in 2003 due to a decrease in the rates of interest paid as a result of
decreases in Prime and LIBOR rates as well as a decrease in the total amount of
debt outstanding.

The provision for income taxes increased $2.0 million, or 249.2%, from $0.8
million in the six months ended June 30, 2002 to $2.8 million in the same
period in 2003 due to a change in the effective tax rate of our wholly-owned
subsidiaries. Specifically, we were able to utilize net operating losses during
the six months ended June 30, 2002 versus no utilization of net operating
losses for the same period in 2003.

As a result of the above factors, net income decreased $20.3 million,
from income of $13.2 million in the six months ended June 30, 2002 to
a loss of $7.1 million in the same period in 2003.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $29.8 million in the six
months ended June 30, 2003 compared to $15.5 million provided in the same
period in 2002. The increase in cash provided by operations was primarily
due to increased collections in trade receivables from published directories of
$3.0 million, increased collections of advance payments of $6.0 million, and the
change in receivables resulting from moving the publication of directories out
of the quarter.

Net cash used for investing activities was $2.8 million in the six
months ended June 30, 2003, as compared to $15.5 million in the same period in
2002. Investing activities consist primarily of cash used to acquire
directories. In the six months ended June 30, 2003, $2.0 million was spent
to acquire directories compared to $14.7 million in the same period in the
prior year.

Net cash used for financing activities was $40.6 million in the six months
ended June 30, 2003 as compared to $1.6 million in the same period in 2002.
The amounts of cash used for financing activities for the six months ended
June 30, 2003 were primarily for distributions to the Partnership for the
redemption of the Partnerships 11 7/8% senior discount notes.

On January 15, 2003, the Partnership redeemed the remaining $28.9 million in
aggregate principal amount of Partnerships Discount Notes. In order to fund the
redemption, the Company distributed $31.2 million to the Partnership. The Company
borrowed $15.0 million of the available $65.0 million on its revolving line of
credit and used cash on hand to fund the remaining distribution to the Partnership.

As of June 30, 2003 the Company had total outstanding long term
indebtedness of $426.5 million, including $215.6 million of Series F 9 5/8%
Senior Subordinated Notes due 2007, $23.4 million of outstanding borrowings under
the Term A Loan due 2007, $187.5 million of outstanding borrowings under the
Term B Loan due 2008, and $0.1 million in acquisition related debt. As of
June 30, 2003 the Company had no outstanding borrowings under its revolving credit
facility, with total borrowing availability of $65.0 million.

Our principal sources of funds are cash flows from operating activities
and borrowing availability of $65.0 million under our revolving credit facility.
We believe that these funds will provide us with sufficient liquidity and capital
resources to meet our current and future financial obligations for the next twelve
months, including the payment of principal and interest on our notes, as well as to
provide funds for our working capital, capital expenditures and other needs. Our
future operating performance will be subject to future economic conditions and to
financial, business and other factors, many of which are beyond our control.
There can be no assurance that such sources of funds will be adequate and that
we will not require additional capital from borrowings or securities offerings
to satisfy such requirements. In addition, we may require additional capital
to fund future acquisitions and there can be no assurance that such capital
will be available.

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The senior credit facility and the indentures governing TransWesterns notes
significantly restrict the distribution of funds by TransWestern and the other
indirect subsidiaries of the Partnership. We cannot assure you that the agreements
governing the indebtedness of the Partnerships subsidiaries will permit such
subsidiaries to distribute funds to the Partnership.

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements
which are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are based on
the beliefs of our management as well as on assumptions made by and
information currently available to us at the time such statements
were made. When used in this Quarterly Report on Form 10-Q, the words
anticipate, believe, estimate, expect, intends and similar
expressions, as they relate to our company are intended to identify forward-
looking statements. Actual results could differ materially from those
projected in the forward-looking statements. Important factors that could
affect our results include, but are not limited to, (i) our high level
of indebtedness; (ii) the restrictions imposed by the terms of our
indebtedness; (iii) the turnover rate amongst our account executives;
(iv) the variation in our quarterly results; (v) risks related to the fact
that a large portion of our sales are to small, local businesses; (vi) our
dependence on certain key personnel; (vii) risks related to the acquisition
and start-up of directories; (viii) risks related to substantial competition
in our markets; (ix) risks related to changing technology and new product
developments; (x) the effect of fluctuations in paper costs; and (xi) the
sensitivity of our business to general economic conditions. Additional
information with respect to these and other factors that could cause our
actual results to differ from those projected are included in the
Risk Factors section of the Companys Registration Statement on Form S-4,
Registration No. 333-70470, filed with the SEC on October 19, 2001.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to interest rate risk in connection with the term loans and
the revolving loans outstanding under our senior credit facility, which bear
interest at floating rates based on LIBOR or the prime rate plus an applicable
borrowing margin. As of June 30, 2003 there was approximately $28.6 million
outstanding under the Term A Loan (at an average interest rate of 3.6% at such time),
$189.4 million under the Term B Loan (at an average interest rate of 4.3% at such time),
and zero outstanding under the revolving loan. Based on such balances, an
immediate increase of one percentage point in the applicable interest rate would
cause an increase in interest expense of approximately $2.2 million on an annual
basis. We do not attempt to mitigate this risk through hedging transactions.
All of our sales are denominated in U.S. dollars, thus we are not subject to any
foreign currency exchange risks.




ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this Report, the Company carried out an
evaluation, under the supervision and with the participation of the Companys
management, including the Companys Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Companys disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15 (e). Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the
Companys disclosure controls and procedures are effective. During the second quarter of
2003, there were no changes in the Companys internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.

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PART II. OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

The Company and/or its subsidiaries are parties to various litigation
matters incidental to the conduct of their business. Management does not
believe that the outcome of any of these matters will have a material
adverse effect on the Companys financial condition or the results of its
operations.




ITEM 2. CHANGES IN SECURITIES



| |  | None
| |  | ----




ITEM 3. DEFAULTS UPON SENIOR SECURITIES



| |  | None
| |  | ----




ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS



| |  | Not applicable
| |  | --------------




ITEM 5. OTHER INFORMATION



| |  | None
| |  | ----




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



| | (A)  |  | Exhibits.                                                                                                              
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------
|
| | 31.1 |  | Certification of the principal executive officer required by Rule 13a-14 (a) of the
Exchange Act.                      
|
| | 31.2 |  | Certification of the principal financial officer required by Rule 13a-14 (a) of the
Exchange Act.                      
|
| | 32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
|
| | (B)  |  | Reports on Form 8-K.                                                                                                   
|
| |      |  | None                                                                                                                   

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SIGNATURES

Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on August 8, 2003 on its behalf by the undersigned thereunto duly authorized.

| |  |                                                  |  |                                                                                                                                       
| |  | ------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------
| |  | TRANSWESTERN PUBLISHING COMPANY LLC
(Registrant)
| |  |                                                  |  |                                                                                                                                       
| |  | BY:                                              |  | TransWestern
Communications Company, Inc.
(Manager)                                                                                   
| |  |                                                  |  |                                                                                                                                       
| |  | BY:                                              |  | /s/ Ricardo Puente                                                                                                                    
| |  |                                                  |  |                                                                                                                                       
| |  |                                                  |  | Name: Ricardo Puente
Title: President, Chief Executive Officer
and Director (Principal Executive
Officer)                             
| |  |                                                  |  |                                                                                                                                       
| |  | BY:                                              |  | /s/ Joan Fiorito                                                                                                                      
| |  |                                                  |  |                                                                                                                                       
| |  |                                                  |  | Name: Joan Fiorito
Title: Vice President, Chief Financial
Officer and Assistant Secretary
(Principal Financial and Accounting Officer)

18