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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 SEPTEMBER 30, 2003

|     |  |                                                                                                                                                                 
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|[  ] |  | 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
(State or other jurisdiction of
incorporation or organization) |  | 33-0778740
(I.R.S. Employer
Identification Number)



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|                                                                                              |  |                 
|--------------------------------------------------------------------------------------------- |  | ----------------
|8344 CLAIREMONT MESA BOULEVARD
SAN DIEGO, CALIFORNIA
(Address of principal executive offices) |  | 92111
(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 [  ]

Indicate by check mark whether the registrant is an accelerated filer.
Yes [  ] 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 September 30, 2003 (unaudited)
and December 31, 2002                                        |  | 3   
|           |  | Consolidated Statements of Operations for the Three and Nine Months
Ended September 30, 2003 (unaudited) and 2002 (unaudited) |  | 4   
|           |  | Consolidated Statements of Cash Flows for the Nine Months
Ended September 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                                                                                                       |  | 17  
|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)

|                                     |                                                                                                                              |                               |          |               |         |              |          |         |         | 
|------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | -------- | ------------- | ------- | ------------ | -------- | ------- | ------- | 
|                                     |                                                                                                                              |                               |          | SEPTEMBER 30, |         | DECEMBER 31,
|                                     |                                                                                                                              |                               |          | 2003          |         | 2002        
|                                     |                                                                                                                              |                               |          |               |         |             
|                                     |                                                                                                                              |                               |          | (UNAUDITED)   |         |              |          |        
|ASSETS                               |                                                                                                                              |                               |          |               |         |              |          |        
|Current assets:                      |                                                                                                                              |                               |          |               |         |              |          |        
|                                     | Cash                                                                                                                         |                               | $        | 2,855         |         |              | $        | 17,408  |        
|                                     | Trade receivable, (net of allowance for doubtful accounts of $10,850
at September 30, 2003 and $19,694 at December 31, 2002) |                               |          | 80,608        |         |              |          | 104,257 |        
|                                     | Deferred directory costs                                                                                                     |                               |          | 35,601        |         |              |          | 24,312  |        
|                                     | Other current assets                                                                                                         |                               |          | 2,857         |         |              |          | 3,433   |        
|                                     |                                                                                                                              |                               |          |               |         |              |          |        
|                                     |                                                                                                                              | Total current assets          |          |               | 121,921 |              |          |         | 149,410 | 
|Non-current assets:                  |                                                                                                                              |                               |          |               |         |              |          |        
|                                     | Property, equipment and leasehold improvements, net                                                                          |                               |          | 5,077         |         |              |          | 5,444   |        
|                                     | Acquired intangibles, net                                                                                                    |                               |          | 208,258       |         |              |          | 235,121 |        
|                                     | Debt issuance costs, net                                                                                                     |                               |          | 9,238         |         |              |          | 10,987  |        
|                                     | Deferred tax asset                                                                                                           |                               |          | 6,255         |         |              |          | 8,295   |        
|                                     |                                                                                                                              |                               |          |               |         |              |          |        
|                                     |                                                                                                                              | Total non-current assets      |          |               | 228,828 |              |          |         | 259,847 | 
|                                     |                                                                                                                              |                               |          |               |         |              |          |        
|Total assets                         |                                                                                                                              | $                             | 350,749  |               |         | $            | 409,257  |        
|                                     |                                                                                                                              |                               |          |               |         |              |          |        
|LIABILITIES AND MEMBER DEFICIT       |                                                                                                                              |                               |          |               |         |              |          |        
|Current liabilities:                 |                                                                                                                              |                               |          |               |         |              |          |        
|                                     | Accounts payable                                                                                                             |                               | $        | 15,814        |         |              | $        | 17,118  |        
|                                     | Salaries and benefits payable                                                                                                |                               |          | 9,602         |         |              |          | 10,034  |        
|                                     | Accrued acquisition costs                                                                                                    |                               |          | 289           |         |              |          | 2,165   |        
|                                     | Accrued interest                                                                                                             |                               |          | 8,268         |         |              |          | 3,660   |        
|                                     | Other accrued liabilities                                                                                                    |                               |          | 4,178         |         |              |          | 4,333   |        
|                                     | Customer deposits                                                                                                            |                               |          | 53,793        |         |              |          | 32,642  |        
|                                     | Current portion, long-term debt                                                                                              |                               |          | 7,011         |         |              |          | 6,343   |        
|                                     |                                                                                                                              |                               |          |               |         |              |          |        
|                                     |                                                                                                                              | Total current liabilities     |          |               | 98,955  |              |          |         | 76,295  | 
|Long-term debt:                      |                                                                                                                              |                               |          |               |         |              |          |        
|                                     | Series F Senior Subordinated Notes                                                                                           |                               |          | 215,544       |         |              |          | 215,643 |        
|                                     | Senior credit facility Term A Loan                                                                                           |                               |          | 21,803        |         |              |          | 26,057  |        
|                                     | Senior credit facility Term B Loan                                                                                           |                               |          | 156,186       |         |              |          | 195,000 |        
|                                     | Other long-term liabilities                                                                                                  |                               |          | 100           |         |              |          | 200     |        
|                                     |                                                                                                                              |                               |          |               |         |              |          |        
|                                     |                                                                                                                              | Total non-current liabilities |          |               | 393,633 |              |          |         | 436,900 | 
|                                     |                                                                                                                              |                               |          |               |         |              |          |        
|                                     |                                                                                                                              | Total liabilities             |          |               | 492,588 |              |          |         | 513,195 | 
|                                     |                                                                                                                              |                               |          |               |         |              |          |        
|Member deficit                       |                                                                                                                              |                               | (141,839 | )             |         |              | (103,938 | )      
|                                     |                                                                                                                              |                               |          |               |         |              |          |        
|Total liabilities and member deficit |                                                                                                                              | $                             | 350,749  |               |         | $            | 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 |        | NINE MONTHS ENDED
|                                  |                            |   | SEPTEMBER 30,      |        | SEPTEMBER 30,    
|                                  |                            |   |                    |        |                  
|                                  |                            |   | 2003               |        | 2002              |   | 2003   |        | 2002
|                                  |                            |   |                    |        |                   |   |        |        |     
|Net revenues                      |                            | $ | 75,706             |        |                   | $ | 75,036 |        |      | $ | 207,360 |         |  | $ | 238,552 |        
|Cost of revenues                  |                            |   | 14,102             |        |                   |   | 14,211 |        |      |   | 36,058  |         |  |   | 43,132  |        
|                                  |                            |   |                    |        |                   |   |        |        |      |   |         |         |  |   |         |        
|Gross profit                      |                            |   | 61,604             |        |                   |   | 60,825 |        |      |   | 171,302 |         |  |   | 195,420 |        
|Operating expenses:               |                            |   |                    |        |                   |   |        |        |      |   |         |         |  |   |         |        
|                                  | Sales and marketing        |   |                    | 37,800 |                   |   |        | 37,080 |      |   |         | 104,160 |  |   |         | 108,007 | 
|                                  | General and administrative |   |                    | 15,157 |                   |   |        | 19,199 |      |   |         | 46,551  |  |   |         | 52,236  | 
|                                  |                            |   |                    |        |                   |   |        |        |      |   |         |         |  |   |         |        
|Total operating expenses          |                            |   | 52,957             |        |                   |   | 56,279 |        |      |   | 150,711 |         |  |   | 160,243 |        
|                                  |                            |   |                    |        |                   |   |        |        |      |   |         |         |  |   |         |        
|Income from operations            |                            |   | 8,647              |        |                   |   | 4,546  |        |      |   | 20,591  |         |  |   | 35,177  |        
|Other income, net                 |                            |   | 182                |        |                   |   | 262    |        |      |   | 600     |         |  |   | 933     |        
|Interest expense                  |                            |   | (7,966             | )      |                   |   | (8,653 | )      |      |   | (24,590 | )       |  |   | (25,963 | )      
|                                  |                            |   |                    |        |                   |   |        |        |      |   |         |         |  |   |         |        
|Income (loss) before taxes        |                            |   | 863                |        |                   |   | (3,845 | )      |      |   | (3,399  | )       |  |   | 10,147  |        
|Income tax provision              |                            |   | (493               | )      |                   |   | (239   | )      |      |   | (3,297  | )       |  |   | (1,042  | )      
|                                  |                            |   |                    |        |                   |   |        |        |      |   |         |         |  |   |         |        
|Net income (loss)                 |                            | $ | 370                |        |                   | $ | (4,084 | )      |      |   | (6,696  | )       |  |   | 9,105   |        
|                                  |                            |   |                    |        |                   |   |        |        |      |   |         |         |  |   |         |        
|Net income (loss) per Member unit |                            | $ | 370                |        |                   | $ | (4,084 | )      |      |   | (6,696  | )       |  |   | 9,105   |        
|                                  |                            |   |                    |        |                   |   |        |        |      |   |         |         |  |   |         |        
|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)

|                                                                                     |                                                                                     |                                 |  |                   |  |   |         |         |         |      |         |        |         |  
|------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------- | ------------------------------- |  | ----------------- |  | - | ------- | ------- | ------- | ---- | ------- | ------ | ------- | -
|                                                                                     |                                                                                     |                                 |  | NINE MONTHS ENDED
|                                                                                     |                                                                                     |                                 |  | SEPTEMBER 30,    
|                                                                                     |                                                                                     |                                 |  |                   |  |   |         | 2003    |         | 2002
|                                                                                     |                                                                                     |                                 |  |                   |  |   |         |         |         |     
|OPERATING ACTIVITIES                                                                 |                                                                                     |                                 |  |                   |  |   |         |         |         |      |         |       
|Net income (loss)                                                                    |                                                                                     |                                 |  |                   |  | $ | (6,696  | )       |         | $    | 9,105   |       
|Adjustments to reconcile net income (loss) to cash provided by
operating activities: |                                                                                     |                                 |  |                   |  |   |         |         |         |      |         |       
|                                                                                     | Loss on write-off of fixed assets                                                   |                                 |  |                   |  |   |         |        |         |      |         | 606    |        
|                                                                                     | Depreciation and amortization                                                       |                                 |  |                   |  |   |         | 30,119  |         |      |         | 30,563 |        
|                                                                                     | Amortization of deferred debt issuance costs                                        |                                 |  |                   |  |   |         | 1,748   |         |      |         | 1,790  |        
|                                                                                     | Provision for doubtful accounts                                                     |                                 |  |                   |  |   |         | 22,934  |         |      |         | 27,536 |        
|                                                                                     | Deferred taxes                                                                      |                                 |  |                   |  |   |         | 2,040   |         |      |         |       |        
|                                                                                     | Changes in operating assets and liabilities, excluding the
effects of acquisitions: |                                 |  |                   |  |   |         |         |         |      |         |        |        
|                                                                                     |                                                                                     | Trade receivables               |  |                   |  |   |         |         | 30,425  |      |         |        | (10,628 | )
|                                                                                     |                                                                                     | Write-off of doubtful accounts  |  |                   |  |   |         |         | (33,256 | )    |         |        | (27,695 | )
|                                                                                     |                                                                                     | Recoveries of doubtful accounts |  |                   |  |   |         |         | 3,695   |      |         |        | 1,529   |  
|                                                                                     |                                                                                     | Deferred directory costs        |  |                   |  |   |         |         | (11,289 | )    |         |        | (1,291  | )
|                                                                                     |                                                                                     | Other current assets            |  |                   |  |   |         |         | 576     |      |         |        | (1,529  | )
|                                                                                     |                                                                                     | Accounts payable                |  |                   |  |   |         |         | 572     |      |         |        | (3,194  | )
|                                                                                     |                                                                                     | Accrued liabilities             |  |                   |  |   |         |         | (4,439  | )    |         |        | (4,664  | )
|                                                                                     |                                                                                     | Accrued interest                |  |                   |  |   |         |         | 4,608   |      |         |        | 4,987   |  
|                                                                                     |                                                                                     | Customer deposits               |  |                   |  |   |         |         | 21,151  |      |         |        | 11,696  |  
|                                                                                     |                                                                                     | Equity trust payable            |  |                   |  |   |         |         |        |      |         |        | (2,902  | )
|                                                                                     |                                                                                     |                                 |  |                   |  |   |         |         |         |      |         |       
|Cash provided by operating activities                                                |                                                                                     |                                 |  |                   |  |   | 62,188  |         |         |      | 35,909  |       
|INVESTING ACTIVITIES                                                                 |                                                                                     |                                 |  |                   |  |   |         |         |         |      |         |       
|Purchase of property, equipment and leasehold improvements                           |                                                                                     |                                 |  |                   |  |   | (1,131  | )       |         |      | (1,112  | )     
|Acquisition of directories                                                           |                                                                                     |                                 |  |                   |  |   | (2,005  | )       |         |      | (24,046 | )     
|Deferred financing costs and other assets                                            |                                                                                     |                                 |  |                   |  |   |        |         |         |      | (969    | )     
|                                                                                     |                                                                                     |                                 |  |                   |  |   |         |         |         |      |         |       
|Cash used for investing activities                                                   |                                                                                     |                                 |  |                   |  |   | (3,136  | )       |         |      | (26,127 | )     
|FINANCING ACTIVITIES                                                                 |                                                                                     |                                 |  |                   |  |   |         |         |         |      |         |       
|Borrowings under long-term debt agreements:                                          |                                                                                     |                                 |  |                   |  |   |         |         |         |      |         |       
|                                                                                     | Revolving credit facility                                                           |                                 |  |                   |  |   |         | 42,050  |         |      |         |       |        
|Repayments of long-term debt:                                                        |                                                                                     |                                 |  |                   |  |   |         |         |         |      |         |       
|                                                                                     | Revolving credit facility                                                           |                                 |  |                   |  |   |         | (42,050 | )       |      |         |       |        
|                                                                                     | Senior term loans                                                                   |                                 |  |                   |  |   |         | (42,400 | )       |      |         | (3,800 | )      
|Repayments of debt acquired                                                          |                                                                                     |                                 |  |                   |  |   |        |         |         |      | (413    | )     
|Distributions to TransWestern Holdings                                               |                                                                                     |                                 |  |                   |  |   | (31,205 | )       |         |      |        |       
|                                                                                     |                                                                                     |                                 |  |                   |  |   |         |         |         |      |         |       
|Cash used for financing activities                                                   |                                                                                     |                                 |  |                   |  |   | (73,605 | )       |         |      | (4,213  | )     
|                                                                                     |                                                                                     |                                 |  |                   |  |   |         |         |         |      |         |       
|Net increase (decrease) in cash                                                      |                                                                                     |                                 |  |                   |  |   | (14,553 | )       |         |      | 5,569   |       
|Cash at beginning of period                                                          |                                                                                     |                                 |  |                   |  |   | 17,408  |         |         |      | 26,913  |       
|                                                                                     |                                                                                     |                                 |  |                   |  |   |         |         |         |      |         |       
|Cash at end of period                                                                |                                                                                     |                                 |  |                   |  | $ | 2,855   |         |         | $    | 32,482  |       
|                                                                                     |                                                                                     |                                 |  |                   |  |   |         |         |         |      |         |       
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                    |                                                                                     |                                 |  |                   |  |   |         |         |         |      |         |       
|Cash paid for interest                                                               |                                                                                     |                                 |  |                   |  | $ | 18,774  |         |         | $    | 19,126  |       
|                                                                                     |                                                                                     |                                 |  |                   |  |   |         |         |         |      |         |       
|Cash paid for taxes                                                                  |                                                                                     |                                 |  |                   |  | $ | 1,457   |         |         | $    | 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 nine months ended
September 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

|                                               |  |               |         |              |  |   |         |  
|---------------------------------------------- |  | ------------- | ------- | ------------ |  | - | ------- | -
|                                               |  | SEPTEMBER 30, |         | DECEMBER 31,
|                                               |  | 2003          |         | 2002        
|                                               |  |               |         |             
|Computer and office equipment                  |  | $             | 14,960  |              |  | $ | 14,033  |  
|Furniture and fixtures                         |  |               | 3,482   |              |  |   | 3,323   |  
|Leasehold improvements                         |  |               | 843     |              |  |   | 802     |  
|                                               |  |               |         |              |  |   |         |  
|                                               |  |               | 19,285  |              |  |   | 18,158  |  
|Less accumulated depreciation and amortization |  |               | (14,208 | )            |  |   | (12,714 | )
|                                               |  |               |         |              |  |   |         |  
|                                               |  | $             | 5,077   |              |  | $ | 5,444   |  
|                                               |  |               |         |              |  |   |         |  

Acquired Intangibles

|                              |                           |   |               |         |              |   |          |         | 
|----------------------------- | ------------------------- | - | ------------- | ------- | ------------ | - | -------- | ------- | 
|                              |                           |   | SEPTEMBER 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 |                           |   | (187,674      | )       |              |   | (158,956 | )      
|                              |                           |   |               |         |              |   |          |        
|                              | Acquired intangibles, net |   | $             | 208,258 |              |   | $        | 235,121 | 
|                              |                           |   |               |         |              |   |          |        

Debt issuance costs

|                              |                          |   |               |       |              |   |        |        | 
|----------------------------- | ------------------------ | - | ------------- | ----- | ------------ | - | ------ | ------ | 
|                              |                          |   | SEPTEMBER 30, |       | DECEMBER 31,
|                              |                          |   | 2003          |       | 2002        
|                              |                          |   |               |       |             
|Debt issuance costs           |                          | $ | 17,200        |       |              | $ | 17,200 |       
|Less accumulated amortization |                          |   | (7,962        | )     |              |   | (6,213 | )     
|                              |                          |   |               |       |              |   |        |       
|                              | Debt issuance costs, net |   | $             | 9,238 |              |   | $      | 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 September 30, 2003 the Company had total outstanding long term
indebtedness of $393.6 million, including $215.5 million of Series F 9 5/8%
Senior Subordinated Notes due 2007, $21.8 million of outstanding borrowings
under the Term A Loan due 2007, $156.2 million of outstanding borrowings under
the Term B Loan due 2008, and $0.1 million in acquisition related debt. As of
September 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 nine month period ended September 30, 2003 and September 30, 2002, the
unaudited pro forma results of operations would be as follows:

|                                  |  |                                 |         |      |  |   |         | 
|--------------------------------- |  | ------------------------------- | ------- | ---- |  | - | ------- | 
|                                  |  | Nine months ended September 30,
|                                  |  |                                
|                                  |  | 2003                            |         | 2002
|                                  |  |                                 |         |     
|                                  |  | (Unaudited)                    
|Net revenues                      |  | $                               | 207,884 |      |  | $ | 239,341 | 
|Net income (loss)                 |  |                                 | (6,470  | )    |  |   | 9,165   | 
|Net income (loss) per member unit |  |                                 | (6,470  | )    |  |   | 9,165   | 

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 September 30, |        | Nine months ended September 30,
|                         |  |                                  |        |                                
|                         |  | 2003                             |        | 2002                            |  | 2003 |        | 2002
|                         |  |                                  |        |                                 |  |      |        |     
|                         |  | (Unaudited)                      |        | (Unaudited)                    
|Statement of Operations: |  |                                  |        |                                 |  |      |        |      |  |   |        |  |  |   |        | 
|Net revenues             |  | $                                | 22,602 |                                 |  | $    | 19,638 |      |  | $ | 75,565 |  |  | $ | 93,326 | 
|Gross profit             |  |                                  | 18,085 |                                 |  |      | 15,383 |      |  |   | 63,170 |  |  |   | 76,251 | 
|Operating income (loss)  |  |                                  | 2,135  |                                 |  |      | (2,031 | )    |  |   | 12,856 |  |  |   | 18,263 | 
|Net income (loss)        |  |                                  | (330   | )                               |  |      | (4,922 | )    |  |   | 3,274  |  |  |   | 9,486  | 

|                        |  |               |         |              |  |   |         | 
|----------------------- |  | ------------- | ------- | ------------ |  | - | ------- | 
|                        |  | September 30, |         | December 31,
|                        |  | 2003          |         | 2002        
|                        |  |               |         |             
|                        |  | (Unaudited)   |         |              |  |  
|Balance Sheet:          |  |               |         |              |  |   |         | 
|Current assets          |  | $             | 41,420  |              |  | $ | 63,962  | 
|Non-current assets      |  |               | 180,064 |              |  |   | 190,605 | 
|Current liabilities     |  |               | 22,543  |              |  |   | 21,756  | 
|Non-current liabilities |  |               | 166,153 |              |  |   | 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 nine month period
ended September 30, 2003 is as follows:

|         |  |            |         |                  |  |             |     |                    |  |  |   |            |  |   |         | 
|-------- |  | ---------- | ------- | ---------------- |  | ----------- | --- | ------------------ |  |  | - | ---------- |  | - | ------- | 
|         |  | January 1, |         |                  |  |             |     |                    |  |  |   | Balance at
|         |  | 2003       |         | Acquisitions (1) |  | Impairments |     | September 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
December 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.

10



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##### Table of Contents





|9. |  | RECENT EVENTS
|-- |  | -------------

In October 2003, the Company drew down $3.9 million on its Senior credit
facility. During October 2003, the Company also paid $3.9 million on its Senior
credit facility.




ITEM 2: MANAGEMENTS DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 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. (in millions)

|                        |  |             |      |             |  |             |      |             |  |             |      |  |  |   |      |  |  |   |      | 
|----------------------- |  | ----------- | ---- | ----------- |  | ----------- | ---- | ----------- |  | ----------- | ---- |  |  | - | ---- |  |  | - | ---- | 
|                        |  | 2003        |      | 2003        |  | 2003        |      | 2002        |  | 2002       
|                        |  |             |      |             |  |             |      |             |  |            
|                        |  | 3rd Quarter |      | 2nd Quarter |  | 1st Quarter |      | 4th Quarter |  | 3rd Quarter
|                        |  |             |      |             |  |             |      |             |  |            
|Net revenues            |  | $           | 75.7 |             |  | $           | 68.6 |             |  | $           | 63.0 |  |  | $ | 96.8 |  |  | $ | 75.0 | 
|EBITDA (a)              |  | $           | 18.6 |             |  | $           | 18.0 |             |  | $           | 14.8 |  |  | $ | 33.4 |  |  | $ | 15.2 | 
|Bookings (b)            |  | $           | 82.0 |             |  | $           | 85.4 |             |  | $           | 67.4 |  |  | $ | 83.9 |  |  | $ | 88.2 | 
|Advance payments        |  | $           | 44.0 |             |  | $           | 35.9 |             |  | $           | 31.6 |  |  | $ | 34.2 |  |  | $ | 34.1 | 
|Total cash receipts (c) |  | $           | 85.3 |             |  | $           | 79.3 |             |  | $           | 74.7 |  |  | $ | 82.3 |  |  | $ | 77.3 | 



|(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 September 30, |        | Nine months ended September 30,
|                              |  |                                  |        |                                
|                              |  | 2003                             |        | 2002                            |  | 2003 |        | 2002
|                              |  |                                  |        |                                 |  |      |        |     
|                              |  | (Unaudited)                      |        | (Unaudited)                    
|Net income (loss)             |  | $                                | 370    |                                 |  | $    | (4,084 | )    |  | $ | (6,696 | ) |  | $ | 9,105  | 
|Interest expense              |  |                                  | 7,966  |                                 |  |      | 8,653  |      |  |   | 24,590 |   |  |   | 25,963 | 
|Depreciation and amortization |  |                                  | 9,805  |                                 |  |      | 10,425 |      |  |   | 30,217 |   |  |   | 30,663 | 
|Tax provision                 |  |                                  | 493    |                                 |  |      | 239    |      |  |   | 3,297  |   |  |   | 1,042  | 
|                              |  |                                  |        |                                 |  |      |        |      |  |   |        |   |  |   |        | 
|EBITDA                        |  | $                                | 18,634 |                                 |  | $    | 15,233 |      |  | $ | 51,408 |   |  | $ | 66,773 | 



|(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        |       | NINE MONTHS        
|                           |  | ENDED SEPTEMBER 30, |       | ENDED SEPTEMBER 30,
|                           |  |                     |       |                    
|                           |  | 2003                |       | 2002                |  | 2003 |       | 2002
|                           |  |                     |       |                     |  |      |       |     
|Net revenues               |  |                     | 100.0 | %                   |  |      | 100.0 | %    |  |  | 100.0 | % |  |  | 100.0 | %
|Cost of revenues           |  |                     | 18.6  |                     |  |      | 18.9  |      |  |  | 17.4  |   |  |  | 18.1  |  
|                           |  |                     |       |                     |  |      |       |      |  |  |       |   |  |  |       |  
|Gross profit               |  |                     | 81.4  |                     |  |      | 81.1  |      |  |  | 82.6  |   |  |  | 81.9  |  
|Sales and marketing        |  |                     | 50.0  |                     |  |      | 49.4  |      |  |  | 50.3  |   |  |  | 45.3  |  
|General and administrative |  |                     | 20.0  |                     |  |      | 25.6  |      |  |  | 22.4  |   |  |  | 21.9  |  
|                           |  |                     |       |                     |  |      |       |      |  |  |       |   |  |  |       |  
|Income from operations     |  |                     | 11.4  | %                   |  |      | 6.1   | %    |  |  | 9.9   | % |  |  | 14.7  | %
|                           |  |                     |       |                     |  |      |       |      |  |  |       |   |  |  |       |  
|EBITDA Margin (a), (b)     |  |                     | 24.6  | %                   |  |      | 20.3  | %    |  |  | 24.8  | % |  |  | 28.0  | %
|                           |  |                     |       |                     |  |      |       |      |  |  |       |   |  |  |       |  



|(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 SEPTEMBER 30, 2003 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2002

Net revenues increased $0.7 million, or 0.9%, from $75.0 million in the
three months ended September 30, 2002 to $75.7 million in the same period in
2003. The Company published 80 directories in the three months ended September
30, 2003 compared to 73 in the same period in 2002. The increase in net revenues
was due to $41.3 million of net revenues associated with 39 directories for
which the publication date moved into the period and $4.2 million from eight new
directories; offset by $44.6 million of net revenues associated with 40
directories published in the three months ended September 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 primarily due to
understaffing of sales representatives) and a decrease in the same 33
directories published during both periods of $0.2 million.

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The decrease in the same 33 directories published during both periods of
$0.2 million or 0.7% was primarily due to a decrease of $2.7 million in revenues
associated with an acquired book (San Antonio, TX). The decrease was a result of
a large number of customers who had past due balances that were not allowed to
renew under our credit policy. Excluding this book, same book revenue growth for
the other 32 directories published in both periods was 6.7% 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.

Cost of revenues decreased $0.1 million, or 0.8%, from $14.2 million in the
three months ended September 30, 2002 to $14.1 million in the same period in
2003. The decrease was the result of $0.3 million of lower costs associated with
the 33 same directories and $7.3 million of costs associated with 40 directories
published during the three months ended September 30, 2002, but not in the same
period in 2003; offset by $1.1 million of costs associated with eight new
directories published in the three months ended September 30, 2003 and $6.4
million in costs associated with 39 directories published in the three months
ended September 30, 2003, but not in the same period in 2002.

As a result of the above, gross profit increased $0.8 million, or 1.3%,
from $60.8 million in the three months ended September 30, 2002 to $61.6 million
in the same period in 2003. Gross margin increased from 81.1% in the three
months ended September 30, 2002 to 81.4% in the same period in 2003 as a result
of lower direct costs on the same 33 directories.

Selling and marketing expenses increased $0.7 million, or 1.9%, from $37.1
million in the three months ended September 30, 2002 to $37.8 million in the
same period in 2003. The increase was attributable to increases of $3.1 million
in sales support costs in the three months ended September 30, 2003; offset by
decreases of $0.4 million in direct sales costs, $1.1 million in provision for
bad debt and an increase of $0.9 million in recovered revenue.

Of the increase in sales support costs of $3.1 million, $1.1 million was
due to employment recruiting costs and training costs and $2.0 million was due
to a general increase in costs associated with personnel and other costs
associated with our field sales offices. The decrease in direct sales costs of
$0.4 million was as follows: $11.7 million of costs associated with 40
directories that published in the three months ended September 30, 2002 but not
in the same period in 2003 and $0.4 million of lower direct sales costs
associated with the 33 same directories; offset by $1.2 million of costs for the
eight new directories, and $10.5 million for 39 directories moving into the
period. Direct sales costs as a percentage of revenue for the same 33
directories published during both periods decreased from 24.0% to 22.9% in the
three months ended September 30, 2003 compared to the same period in 2002.

General and administrative expenses decreased $4.0 million, or 21.1%, from
$19.2 million for the three months ended September 30, 2002 to $15.2 million for
the same period in 2003. The decrease is due to eliminating the bonus accrual of
$1.4 million, a decrease in amortization expense related to acquired customer
base and other intangibles of $0.6 million, and $2.5 million of costs associated
with professional fees in connection with unsuccessful acquisition bids for the
three months ended September 30, 2002; offset by a $0.5 million increase in
general costs associated with personnel.

As a result of the above factors, income from operations increased $4.1
million, or 90.2%, from $4.5 million in the three months ended September 30,
2002 to $8.6 million in the same period in 2003. Income from operations as a
percentage of net revenues increased from 6.1% in the three months ended
September 30, 2002 to 11.4% in the same period in 2003.

Interest expense decreased $0.7 million, or 7.9%, from $8.7 million in the
three months ended September 30, 2002 to $8.0 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.

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The provision for income taxes increased $0.3 million, or 106.3%, from $0.2
million in the three months ended September 30, 2002 to $0.5 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 September 30, 2002 versus no utilization of net operating
losses for the same period in 2003.

As a result of the above factors, net income increased $4.5 million, from a
loss of $4.1 million in the three months ended September 30, 2002 to income of
$0.4 million in the same period in 2003.

NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2002

Net revenues decreased $31.2 million, or 13.1%, from $238.6 million in the
nine months ended September 30, 2002 to $207.4 million in the same period in
2003. The Company published 202 directories in the nine months ended September
30, 2003 compared to 212 in the same period in 2002. The decrease in net
revenues was due to $52.6 million of net revenues associated with 46 directories
published in the nine months ended September 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 primarily due to understaffing of sales
representatives) and a decrease in the same 166 directories published during
both periods of $1.7 million; offset by $11.1 million from 19 new directories
and $12.0 million from 17 directories for which the publication date moved into
the period.

The decrease in the same 166 directories published during both periods of
$1.7 million or 0.9% was primarily due to a decrease of $6.1 million in revenues
associated with two acquired books (Austin, TX, and San Antonio, TX). The
decrease was a result of a large number of customers who had past due balances
that were not allowed to renew under our credit policy. Excluding these two
books, same book revenue growth for the other 164 directories published in both
periods was 1.7% 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.

Cost of revenues decreased $7.0 million, or 16.4%, from $43.1 million in
the nine months ended September 30, 2002 to $36.1 million in the same period in
2003. The decrease was the result of $2.2 million of lower costs associated with
the 166 same directories and $9.0 million of costs associated with 46
directories published during the nine months ended September 30, 2002, but not
in the same period in 2003; offset by $2.8 million of costs associated with 19
new directories published in the nine months ended September 30, 2003 and $1.5
million in costs associated with 17 directories published in the nine months
ended September 30, 2003, but not in the same period in 2002. Production support
costs decreased $0.1 million in the nine months ended September 30, 2002.

As a result of the above, gross profit decreased $24.1 million, or 12.3%,
from $195.4 million in the nine months ended September 30, 2002 to $171.3
million in the same period in 2003. Gross margin increased from 81.9% in the
nine months ended September 30, 2002 to 82.6% in the same period in 2003 as a
result of lower direct costs on the same 166 directories.

Selling and marketing expenses decreased $3.8 million, or 3.6%, from $108.0
million in the nine months ended September 30, 2002 to $104.2 million in the
same period in 2003. The decrease was attributable to decreases of $6.5 million
in direct sales costs, $4.6 million in provision for bad debt and an increase of
$2.2 million in recovered revenue; offset by increases of $9.5 million in sales
support costs in the nine months ended September 30, 2003.

Of the increase in sales support costs of $9.5 million, $3.4 million was
due to employment recruiting costs and training costs, $5.1 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 $6.5 million was as follows: $13.4 million of
costs associated with 46 directories that published in the nine months ended
September 30, 2002 but not in the same period in 2003; offset by $3.1 million of
costs for the 19 new directories, $3.1 million for 17 directories moving into
the period, and $0.7 million of higher costs associated with the 166 same
directories. Direct sales costs as a percentage of revenue for the same

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166 directories published during both periods increased from 22.1% to 22.6%
in the nine months ended September 30, 2003 compared to the same period in 2002.

General and administrative expense decreased $5.7 million, or 10.9%, from
$52.2 million for the nine months ended September 30, 2002 to $46.5 million for
the same period in 2003. The decrease is due to eliminating the bonus accrual of
$3.9 million, a decrease in amortization expense related to acquired customer
base and other intangibles of $0.4 million, and $2.5 million of costs associated
with professional fees in connection with unsuccessful acquisition bids for the
nine months ended September 30, 2002; offset by a $1.1 million increase in
general costs associated with personnel.

As a result of the above factors, income from operations decreased $14.6
million, or 41.5%, from $35.2 million in the nine months ended September 30,
2002 to $20.6 million in the same period in 2003. Income from operations as a
percentage of net revenues decreased from 14.7% in the nine months ended
September 30, 2002 to 9.9% in the same period in 2003.

Interest expense decreased $1.4 million, or 5.3%, from $26.0 million in the
nine months ended September 30, 2002 to $24.6 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 $2.3 million, or 216.4%, from $1.0
million in the nine months ended September 30, 2002 to $3.3 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 nine months ended September 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 $15.8 million, from
income of $9.1 million in the nine months ended September 30, 2002 to a loss of
$6.7 million in the same period in 2003.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $62.2 million in the nine
months ended September 30, 2003 compared to $35.9 million provided in the same
period in 2002. The increase in cash provided by operations was primarily due to
increased advance payments of $16.0 million and the change in receivables
resulting from moving the publication of directories out of the quarter.

Net cash used for investing activities was $3.1 million in the nine months
ended September 30, 2003, as compared to $26.1 million in the same period in
2002. Investing activities consist primarily of cash used to acquire
directories. In the nine months ended September 30, 2003, $2.0 million was spent
to acquire directories compared to $24.0 million in the same period in 2002.

Net cash used for financing activities was $73.6 million in the nine months
ended September 30, 2003 as compared to $4.2 million in the same period in 2002.
The amounts of cash used for financing activities for the nine months ended
September 30, 2003 were primarily for optional pre payments on the Companys
Term B Loan and 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 the 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 September 30, 2003 the Company had total outstanding long term
indebtedness of $393.6 million, including $215.5 million of Series F 9 5/8%
Senior Subordinated Notes due 2007, $21.8 million of outstanding borrowings
under the Term A Loan due 2007, $156.2 million of outstanding borrowings under
the Term B Loan due 2008, and $0.1 million in acquisition related debt. As of
September 30, 2003 the Company had no outstanding borrowings under its revolving
credit facility, with total borrowing availability of $65.0 million.

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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.

The senior credit facility and the indentures governing the Companys
notes significantly restrict the distribution of funds by the Company 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) our ability to attract and retain 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 September 30, 2003 there was approximately $27.2 million
outstanding under the Term A Loan (at an average interest rate of 3.6% at such
time), $157.8 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 $1.9
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.

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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 third 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.




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.                                                                                                               
| |  |      |  |                                                                                                                                    
| |  |      |  | On August 12, 2003, the Company furnished a Current Report on
Form 8-K announcing financial results for the second quarter of
2003.

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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 November 12, 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