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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 March 31, 2004



| ̈ | 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: 333-107219



CBD Media LLC

(Exact Name of Registrant as Specified in Its Charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 02-0553288                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|312 Plum Street, Suite 900               |  |           
|Cincinnati, OH                           |  | 45202     
|(Address of Principal Executive Offices) |  | (Zip Code)



(513) 397-6794

(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 ̈No x



Indicate by check mark whether the registrant is an
accelerated filer (as defined in Exchange Act Rule 12b-2).



Yes ̈No x



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##### Table of Contents

TABLE OF CONTENTS



|           |  |                                                                                       |  |     
|---------- |  | ------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                       |  | Page
|Part I     |  | FINANCIAL INFORMATION                                                                 |  |     
|Item 1.    |  | Financial Statements                                                                  |  | 2   
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 11  
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 15  
|Item 4.    |  | Controls and Procedures                                                               |  | 15  
|           |  |                                                                                      
|Part II    |  | OTHER INFORMATION                                                                     |  |     
|Item 1.    |  | Legal Proceedings                                                                     |  | 16  
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                      |  | 16  
|           | 
|Signatures |  | 17                                                                                   
|Exhibits   |  |                                                                                      



1



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##### Table of Contents

PART I

FINANCIAL INFORMATION



Item 1. Financial Statements.



CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2004, DECEMBER 31, 2003 AND MARCH 31, 2003

(Dollars in Thousands)



|                                                                                                                                                       |  |                          |         |                  |   |                          |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------ | ------- | ---------------- | - | ------------------------ |  | - | ------- | -
|                                                                                                                                                       |  | March 31,2004(Unaudited) |         | December31, 2003 |   | March 31,2003(Unaudited) | 
|ASSETS                                                                                                                                                 |  |                          |         |                  |   |                          |  |   |         |  
|CURRENT ASSETS:                                                                                                                                        |  |                          |         |                  |   |                          |  |   |         |  
|Cash and cash equivalents                                                                                                                              |  | $                        | 15,777  |                  | $ | 22,466                   |  | $ | 33,955  |  
|Accounts receivable (net of allowance of $3,274, $4,875 and $2,852 at March 31, 2004, December 31, 2003 and March 31, 2003
respectively)               |  |                          | 6,070   |                  |   | 7,020                    |  |   | 6,418   |  
|Deferred directory costs                                                                                                                               |  |                          | 13,273  |                  |   | 10,922                   |  |   | 6,268   |  
|Prepaid expenses and other current assets                                                                                                              |  |                          | 457     |                  |   | 547                      |  |   | 398     |  
|Related party receivable                                                                                                                               |  |                          | 1,263   |                  |   | 1,000                    |  |   | 214     |  
|                                                                                                                                                       |  |                          |         |                  |   |                          |  |   |         |  
|Total current assets                                                                                                                                   |  |                          | 36,840  |                  |   | 41,955                   |  |   | 47,253  |  
|PROPERTY AND EQUIPMENT (NET)                                                                                                                           |  |                          | 67      |                  |   | 75                       |  |   | 56      |  
|DEBT ISSUANCE COSTS (net of accumulated amortization of $1,167, $806 and $1,176 at March 31, 2004, December 31, 2003 and March 31, 2003,
respectively) |  |                          | 9,483   |                  |   | 9,244                    |  |   | 5,066   |  
|GOODWILL                                                                                                                                               |  |                          | 28,299  |                  |   | 28,299                   |  |   | 28,299  |  
|INTANGIBLE ASSETS (NET)                                                                                                                                |  |                          | 254,479 |                  |   | 260,921                  |  |   | 280,803 |  
|                                                                                                                                                       |  |                          |         |                  |   |                          |  |   |         |  
|TOTAL ASSETS                                                                                                                                           |  | $                        | 329,168 |                  | $ | 340,494                  |  | $ | 361,477 |  
|                                                                                                                                                       |  |                          |         |                  |   |                          |  |   |         |  
|LIABILITIES AND MEMBERS CAPITAL                                                                                                                       |  |                          |         |                  |   |                          |  |   |         |  
|CURRENT LIABILITIES:                                                                                                                                   |  |                          |         |                  |   |                          |  |   |         |  
|Current portion of long-term debt                                                                                                                      |  |                          |         |                  | $ | 1,000                    |  | $ | 25,200  |  
|Accounts payable                                                                                                                                       |  | $                        | 408     |                  |   | 1,045                    |  |   | 493     |  
|Accrued liabilities                                                                                                                                    |  |                          | 8,648   |                  |   | 6,878                    |  |   | 4,245   |  
|Deferred revenue                                                                                                                                       |  |                          | 3,086   |                  |   | 5,472                    |  |   | 2,756   |  
|Other current liabilities                                                                                                                              |  |                          | 634     |                  |   | 659                      |  |   | 659     |  
|Related party payable                                                                                                                                  |  |                          | 686     |                  |   | 190                      |  |   | 202     |  
|                                                                                                                                                       |  |                          |         |                  |   |                          |  |   |         |  
|Total current liabilities                                                                                                                              |  |                          | 13,462  |                  |   | 15,244                   |  |   | 33,555  |  
|                                                                                                                                                       |  |                          |         |                  |   |                          |  |   |         |  
|LONG-TERM DEBT (NET OF CURRENT PORTION)                                                                                                                |  |                          | 297,000 |                  |   | 307,600                  |  |   | 176,900 |  
|                                                                                                                                                       |  |                          |         |                  |   |                          |  |   |         |  
|INTEREST RATE SWAP                                                                                                                                     |  |                          |         |                  |   |                          |  |   | 1,099   |  
|                                                                                                                                                       |  |                          |         |                  |   |                          |  |   |         |  
|OTHER LONG-TERM LIABILITIES (NET OF CURRENT PORTION)                                                                                                   |  |                          | 1,959   |                  |   | 2,093                    |  |   | 2,441   |  
|                                                                                                                                                       |  |                          |         |                  |   |                          |  |   |         |  
|MEMBERS CAPITAL:                                                                                                                                      |  |                          |         |                  |   |                          |  |   |         |  
|Contributed capital                                                                                                                                    |  |                          | 11,673  |                  |   | 11,673                   |  |   | 138,963 |  
|Retained earnings                                                                                                                                      |  |                          | 5,074   |                  |   | 3,884                    |  |   | 9,618   |  
|Accumulated other comprehensive loss                                                                                                                   |  |                          |         |                  |   |                          |  |   | (1,099  | )
|                                                                                                                                                       |  |                          |         |                  |   |                          |  |   |         |  
|Total members capital                                                                                                                                 |  |                          | 16,747  |                  |   | 15,557                   |  |   | 147,482 |  
|                                                                                                                                                       |  |                          |         |                  |   |                          |  |   |         |  
|TOTAL LIABILITIES AND MEMBERS CAPITAL                                                                                                                 |  | $                        | 329,168 |                  | $ | 340,494                  |  | $ | 361,477 |  
|                                                                                                                                                       |  |                          |         |                  |   |                          |  |   |         |  



See notes to condensed
consolidated financial statements.



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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (UNAUDITED)



FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003

(Dollars in Thousands)



|                                    |  |      |        |   |      |   |        |  
|----------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                    |  | 2004 |        |   | 2003 |  
|NET REVENUE                         |  | $    | 21,748 |   |      | $ | 21,077 |  
|                                    |  |      |        |   |      |   |        |  
|COST OF REVENUE                     |  |      | 7,930  |   |      |   | 7,805  |  
|AMORTIZATION AND DEPRECIATION       |  |      | 6,449  |   |      |   | 6,631  |  
|GENERAL AND ADMINISTRATIVE EXPENSES |  |      | 1,131  |   |      |   | 622    |  
|                                    |  |      |        |   |      |   |        |  
|OPERATING INCOME                    |  |      | 6,238  |   |      |   | 6,019  |  
|OTHER EXPENSES:                     |  |      |        |   |      |   |        |  
|Interest expense                    |  |      | 5,071  |   |      |   | 3,122  |  
|Interest income                     |  |      | (23    | ) |      |   | (91    | )
|                                    |  |      |        |   |      |   |        |  
|Total other expenses                |  |      | 5,048  |   |      |   | 3,031  |  
|                                    |  |      |        |   |      |   |        |  
|NET INCOME                          |  |      | 1,190  |   |      |   | 2,988  |  
|OTHER COMPREHENSIVE INCOME (LOSS)   |  |      |        |   |      |   |        |  
|Interest rate swap                  |  |      |        |   |      |   | (20    | )
|                                    |  |      |        |   |      |   |        |  
|TOTAL COMPREHENSIVE INCOME          |  | $    | 1,190  |   |      | $ | 2,968  |  
|                                    |  |      |        |   |      |   |        |  



See notes to condensed
consolidated financial statements.



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CBD MEDIA LLC



CONDENSED CONSOLIDATED STATEMENTS OF MEMBERS CAPITAL (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003

(Dollars in Thousands)



|                                             |  |                    |         |                  |   |                                            |  |   |                      |   |  |   |         |  
|-------------------------------------------- |  | ------------------ | ------- | ---------------- | - | ------------------------------------------ |  | - | -------------------- | - |  | - | ------- | -
|                                             |  | ContributedCapital |         | RetainedEarnings |   | AccumulatedOtherComprehensiveIncome (Loss) |  |   | TotalMembersCapital |  
|BALANCE AT DECEMBER 31, 2002                 |  | $                  | 138,963 |                  | $ | 6,630                                      |  | $ | (1,079               | ) |  | $ | 144,514 |  
|NET INCOME                                   |  |                    |         |                  |   | 2,988                                      |  |   |                      |   |  |   | 2,988   |  
|OTHER COMPREHENSIVE LOSS INTEREST RATE SWAP |  |                    |         |                  |   |                                            |  |   | (20                  | ) |  |   | (20     | )
|                                             |  |                    |         |                  |   |                                            |  |   |                      |   |  |   |         |  
|BALANCE AT MARCH 31, 2003                    |  | $                  | 138,963 |                  | $ | 9,618                                      |  | $ | (1,099               | ) |  | $ | 147,482 |  
|                                             |  |                    |         |                  |   |                                            |  |   |                      |   |  |   |         |  
|BALANCE AT DECEMBER 31, 2003                 |  |                    | 11,673  |                  |   | 3,884                                      |  |   |                      |   |  |   | 15,557  |  
|NET INCOME                                   |  |                    |         |                  |   | 1,190                                      |  |   |                      |   |  |   | 1,190   |  
|                                             |  |                    |         |                  |   |                                            |  |   |                      |   |  |   |         |  
|BALANCE AT MARCH 31, 2004                    |  | $                  | 11,673  |                  | $ | 5,074                                      |  | $ |                      |   |  | $ | 16,747  |  
|                                             |  |                    |         |                  |   |                                            |  |   |                      |   |  |   |         |  



See notes to condensed
consolidated financial statements.



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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003

(Dollars in Thousands)



|                                                                                    |  |      |         |   |      |   |        |  
|----------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------ | -
|                                                                                    |  | 2004 |         |   | 2003 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                               |  |      |         |   |      |   |        |  
|Net income                                                                          |  | $    | 1,190   |   |      | $ | 2,988  |  
|Adjustments to reconcile net income to cash flows provided by operating activities: |  |      |         |   |      |   |        |  
|Depreciation and amortization                                                       |  |      | 6,449   |   |      |   | 6,631  |  
|Changes in certain working capital accounts:                                        |  |      |         |   |      |   |        |  
|Accounts receivable                                                                 |  |      | 688     |   |      |   | 732    |  
|Prepaid expenses and other assets                                                   |  |      | 451     |   |      |   | 634    |  
|Deferred directory costs                                                            |  |      | (2,351  | ) |      |   | 4,178  |  
|Accounts payable                                                                    |  |      | (637    | ) |      |   | (288   | )
|Accrued liabilities                                                                 |  |      | 2,266   |   |      |   | (3,865 | )
|Deferred revenue                                                                    |  |      | (2,386  | ) |      |   | (2,506 | )
|Other                                                                               |  |      | (159    | ) |      |   | 150    |  
|                                                                                    |  |      |         |   |      |   |        |  
|Net cash provided by operating activities                                           |  |      | 5,511   |   |      |   | 8,654  |  
|CASH FLOWS FROM INVESTING ACTIVITIES-                                               |  |      |         |   |      |   |        |  
|Capital expenditures                                                                |  |      |        |   |      |   | (12    | )
|                                                                                    |  |      |         |   |      |   |        |  
|Net cash used in investing activities                                               |  |      |        |   |      |   | (12    | )
|                                                                                    |  |      |         |   |      |   |        |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                               |  |      |         |   |      |   |        |  
|Payments on borrowings                                                              |  |      | (11,600 | ) |      |   | (7,900 | )
|Debt issuance costs                                                                 |  |      | (600    | ) |      |   |       |  
|                                                                                    |  |      |         |   |      |   |        |  
|Net cash used in financing activities                                               |  |      | (12,200 | ) |      |   | (7,900 | )
|                                                                                    |  |      |         |   |      |   |        |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                |  |      | (6,689  | ) |      |   | 742    |  
|CASH AND CASH EQUIVALENTS:                                                          |  |      |         |   |      |   |        |  
|Beginning of period                                                                 |  |      | 22,466  |   |      |   | 33,213 |  
|                                                                                    |  |      |         |   |      |   |        |  
|End of period                                                                       |  | $    | 15,777  |   |      | $ | 33,955 |  
|                                                                                    |  |      |         |   |      |   |        |  
|SUPPLEMENTAL CASH FLOW INFORMATION:                                                 |  |      |         |   |      |   |        |  
|Cash paid for interest                                                              |  | $    | 2,797   |   |      | $ | 2,833  |  
|                                                                                    |  |      |         |   |      |   |        |  
|Cash paid for income taxes                                                          |  | $    | 1       |   |      | $ | 14     |  
|                                                                                    |  |      |         |   |      |   |        |  



See notes to condensed
consolidated financial statements.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003

(Dollars in Thousands)



1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES



Nature of BusinessCBD
Media LLC (the Company) is located in Cincinnati, Ohio. The Company publishes yellow page directories and sells directory advertising and information services in the Greater Cincinnati area, including Northern Kentucky and Southeast
Indiana. These services are available to customers in the form of a traditional printed directory, an internet directory website cincinnatibellyellowpages.com and an electronic directory on CD-ROM. The Company, which is incorporated in Delaware and
has 1000 member units, is a wholly-owned subsidiary of CBD Media Holdings LLC.



On May 21, 2003, the Company formed a wholly-owned finance subsidiary, CBD Finance, Inc. (CBD Finance), which is incorporated in the state of Delaware. CBD Finance recently co-issued senior subordinated notes, joint and
severally, with the Company. Separate financial statements for CBD Finance are not provided because CBD Finance does not have independent assets or operations from the Company.



Substantially all of the Companys operations are outsourced to third-party service providers, and we are dependent upon the
performance of third parties for the following key components of our operations: sales of advertising, printing of directories, distribution and delivery of directories, and billing and collection. The Company has executed long-term contracts with
these third-parties. A change in these suppliers could cause a disruption in the Companys business due to the time it would take to locate and qualify an alternate supplier for these services.



Basis of PresentationThe condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. The information disclosed in the notes to the consolidated financial statements included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2003 has not changed materially unless otherwise disclosed herein. Financial information as of December 31, 2003 included in these condensed consolidated financial statements
has been derived from audited consolidated financial statements. In managements opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the interim periods have been made.



Results of operations are not necessarily indicative of the results that may be expected for
future interim periods or for the full year.



Cash and Cash
EquivalentsCash and cash equivalents represent cash on hand and demand deposits with banks and short-term, highly liquid investments.



Property and EquipmentDepreciation is computed using the straight-line method over estimated useful lives ranging from three to five years.



Goodwill and Intangible AssetsAt inception the Company
adopted Financial Accounting Standard No. (FAS) 142Goodwill and Other Intangible Assets. Recorded goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually in
the fourth quarter. Other intangible assets are reviewed for impairment in accordance with FAS 144Accounting for the Impairment or Disposal of Long-Lived Assets. All other intangible assets except for advertiser related assets are
amortized using the straight-line amortization method. Advertiser related assets are amortized using an accelerated amortization method that matches the expected benefit derived from the advertisers. The accelerated amortization method used is a
method that allocates amortization expense in proportion to each years expected revenues to the total expected revenues over the thirty year life of the Companys advertisers. Based on the Companys experience, advertiser attrition
is more rapid in the earlier years of the life of the Companys advertisers. The attrition experience results in an expected revenue stream where approximately 75% of the total revenues derived from advertisers occurs in the first ten years of
the life of the advertisers. Approximately 20% of the expected revenues occurs in the second ten years with the remaining 5% in the final ten years. A thirty year life was established for the advertiser related assets because the Companys
historical experience shows that some advertisers continue to use the Companys service for periods of up to thirty years. A summary of intangible assets is as follows:



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)



|                                  |  |                |         |   |                     |   |         |                 |  |   |                               |   |  |       |         |   |  |   |         |  
|--------------------------------- |  | -------------- | ------- | - | ------------------- | - | ------- | --------------- |  | - | ----------------------------- | - |  | ----- | ------- | - |  | - | ------- | -
|                                  |  | Advertiserlist |         |   | Non-competecovenant |   |         | Listingdatabase |  |   | Trademarkandtradenamelicenses |   |  | Total |        
|Carrying amount March 31, 2003    |  | $              | 52,000  |   |                     | $ | 154,000 |                 |  | $ | 200                           |   |  | $     | 104,000 |   |  | $ | 310,200 |  
|Accumulated amortization          |  |                | (7,092  | ) |                     |   | (16,683 | )               |  |   | (22                           | ) |  |       | (5,600  | ) |  |   | (29,397 | )
|                                  |  |                |         |   |                     |   |         |                 |  |   |                               |   |  |       |         |   |  |   |         |  
|Net amount at March 31, 2003      |  |                | 44,908  |   |                     | $ | 137,317 |                 |  | $ | 178                           |   |  | $     | 98,400  |   |  | $ | 280,803 |  
|                                  |  |                |         |   |                    
|Carrying amount December 31, 2003 |  | $              | 52,000  |   |                     | $ | 154,000 |                 |  | $ | 200                           |   |  | $     | 104,000 |   |  | $ | 310,200 |  
|Accumulated amortization          |  |                | (11,509 | ) |                     |   | (28,233 | )               |  |   | (37                           | ) |  |       | (9,500  | ) |  |   | (49,279 | )
|                                  |  |                |         |   |                     |   |         |                 |  |   |                               |   |  |       |         |   |  |   |         |  
|Net amount at December 31, 2003   |  | $              | 40,491  |   |                     | $ | 125,767 |                 |  | $ | 163                           |   |  | $     | 94,500  |   |  | $ | 260,921 |  
|                                  |  |                |         |   |                     |   |         |                 |  |   |                               |   |  |       |         |   |  |   |         |  
|Carrying amount March 31, 2004    |  | $              | 52,000  |   |                     | $ | 154,000 |                 |  | $ | 200                           |   |  | $     | 104,000 |   |  | $ | 310,200 |  
|Accumulated amortization          |  |                | (12,796 | ) |                     |   | (32,083 | )               |  |   | (42                           | ) |  |       | (10,800 | ) |  |   | (55,721 | )
|                                  |  |                |         |   |                     |   |         |                 |  |   |                               |   |  |       |         |   |  |   |         |  
|Net amount at March 31, 2004      |  | $              | 39,204  |   |                     | $ | 121,917 |                 |  | $ | 158                           |   |  | $     | 93,200  |   |  | $ | 254,479 |  
|                                  |  |                |         |   |                     |   |         |                 |  |   |                               |   |  |       |         |   |  |   |         |  



Amortization of identifiable
intangible assets for the next five years as of March 31, 2004 is as follows:



|                        |  |   |       
|----------------------- |  | - | ------
|Period ending March 31: |  |   |       
|2005                    |  | $ | 25,607
|2006                    |  |   | 24,982
|2007                    |  |   | 24,438
|2008                    |  |   | 23,963
|2009                    |  |   | 23,546



Deferred Directory
CostsDirect costs incurred related to directories published in June and November of each year are deferred and amortized over the life of the directory, generally twelve months. Primary directory costs include sales commissions paid to
sales agents and printing and distribution costs associated with the directory publications.



Debt Issue CostsThe costs related to the issuance of debt are capitalized and amortized to interest expense over the life of the related loans using the effective interest method. On June 13, 2003,
the Company successfully completed a recapitalization, in which the existing credit facility was terminated and the Company entered into a new $165,000 senior credit facility, and issued and sold $150,000 of 85/8% senior subordinated notes. The Company incurred debt issuance costs of approximately $10,050 related to the
recapitalization. Existing debt issuance costs related to the Term A and Term B loans of approximately $6,242 (and accumulated amortization of approximately $1,357) were written off and charged to interest expense in conjunction with the termination
of such debt in June 2003. In February 2004, the Company refinanced the tranche B term loan of its new senior credit facility to adjust its interest rate, maturity date and eliminate the annual principal reduction requirement. In connection with the
refinancing the Company capitalized financing fees of approximately $600. Amortization of approximately $361 and $271 has been charged to interest expense for the three months ended March 31, 2004 and 2003.



Vendor IncentivesThe Company has long-term contracts with certain vendors
under which the vendors pay cash incentives to the Company for entering into the contracts. These incentives are recorded as deferred income and amortized as a reduction of cost of sales over the related contract terms. The amount of deferred vendor
incentives that are expected to be amortized within one year are recorded as a current liability within other current liabilities. The remaining portion of deferred vendor incentives are recorded within other long-term liabilities. Total deferred
vendor incentives were approximately $2,593, $2,752 and $3,100 at March 31, 2004, December 31, 2003 and March 31, 2003, respectively.



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Fair Value of Financial InstrumentsThe carrying amounts reported in the balance sheet for cash and
cash equivalents, accounts receivable, accounts payable and other accrued expenses approximate their fair values due to the short-term nature of these financial instruments. The fair value of the Companys long-term debt, including current
maturities, is estimated using discounted cash flow analyses, based on the incremental borrowing rates currently available to the Company for similar debt with similar terms and maturity.



Concentration of Credit RisksFinancial instruments which potentially expose the Company to concentrations of credit risk
consist primarily of accounts receivable. Management believes its credit policies are prudent and reflect normal industry terms and business risk. The Company does not anticipate non-performance by its customers and, accordingly, does not require
collateral.



Revenue RecognitionRevenue is primarily the
result of selling advertising that is subsequently placed in the Cincinnati Bell Yellow Pages. Revenues related to publishing directories are recognized using the amortization method under which revenues are recognized over the lives of
the directories, generally twelve months. Deferred revenue relates to the sale of advertising to national advertisers which is billed in advance and recognized over the lives of the directories. Net revenue includes estimated sales adjustments for
losses due to claims resulting from publication errors, omissions in customer advertising, customer early terminations or other customer complaints. The estimated sales adjustments are determined based on our historical experience, our current
knowledge of customers with disconnected phone service, and customer complaints received.



Income TaxesNo provision for federal taxes is required because the Company has elected to be taxed as a limited liability company; accordingly, each members respective share of income is
included in its federal return. The Company has provided for certain state and city taxes which are classified within general and administrative expenses. State and city taxes resulted in expense of approximately $13 and $40 for the three months
ended March 31, 2004 and 2003, respectively.



Use of
EstimatesThe preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates.



ReclassificationsFor comparative purposes, certain prior
year amounts have been reclassified to conform to current classifications.



8



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##### Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)



2. LONG-TERM DEBT



Long-term debt at March 31, 2004, December 31, 2003 and March 31, 2003, consisted of the following:



|                                                                                                                                                                       |  |               |         |                  |   |               |  |   |        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | ---------------- | - | ------------- |  | - | -------
|                                                                                                                                                                       |  | March 31,2004 |         | December31, 2003 |   | March 31,2003
|Term Loan A, payable to a consortium of banks, with interest of 4.56% at March 31, 2003. Due in installments through December 31,
2007                                 |  |               |         |                  |   |               |  | $ | 47,500 
|Term Loan B, payable to a consortium of banks, with interest of 4.56% at March 31, 2003. Due in installments through December 31,
2008                                 |  |               |         |                  |   |               |  |   | 154,600
|85/8%
Senior Subordinated Notes due 2011                                                                                                                               |  | $             | 150,000 |                  | $ | 150,000       |  |   |        
|Term loan facility, payable to a consortium of banks, with interest of 3.35% and 4.38% at March 31, 2004 and December 31, 2003, respectively.
Due on December 31, 2009 |  |               | 147,000 |                  |   | 158,600       |  |   |        
|                                                                                                                                                                       |  |               |         |                  |   |               |  |   |        
|Total                                                                                                                                                                  |  |               | 297,000 |                  |   | 308,600       |  |   | 202,100
|                                                                                                                                                                       |  |               |         |                  |   |               |  |   |        
|Less current maturities                                                                                                                                                |  |               |         |                  |   | 1,000         |  |   | 25,200 
|                                                                                                                                                                       |  |               |         |                  |   |               |  |   |        
|Total                                                                                                                                                                  |  | $             | 297,000 |                  | $ | 307,600       |  | $ | 176,900
|                                                                                                                                                                       |  |               |         |                  |   |               |  |   |        



On June 13, 2003, the Company
successfully completed a recapitalization, in which the existing credit facility was terminated and the Company entered into a new $165,000 senior credit facility, and issued and sold $150,000 of 85/8% senior subordinated notes due 2011. Net of fees and expenses, the note issuance generated cash proceeds of $141,442. These proceeds, along with the
proceeds from a new senior credit facility with a tranche B term loan of $160,000, and cash on hand were used to retire the existing $50,000 Term Loan A and the $160,000 Term Loan B. As part of the recapitalization, the Company made distributions of
$128,300 to its member. Substantially all assets of the Company are pledged as collateral under the existing debt agreements.



On June 13, 2003, the Company also entered into a revolving line of credit as part of the same senior credit facility as the $160,000 tranche B term loan, under which the
Company may borrow up to $5,000 at the banks prime rate or LIBOR, plus applicable margins. This line of credit replaced the existing line of credit, under which the Company could borrow up to $10,000 at the banks prime rate plus 2.25% or
the LIBOR rate plus 3.25%. There were no borrowings outstanding on the revolving lines of credit at March 31, 2004, December 31, 2003 or March 31, 2003.



In February 2004, the Company refinanced its $165,000 senior credit facility with a $155,000 senior credit facility. The new senior credit facility consists of a
revolving credit facility and a tranche C term loan facility. The revolving credit facility provides for loans in a total principal amount of up to $5,000 with interest at the banks prime rate or LIBOR, plus applicable margins. The tranche C
term loan consists of a $150,000 term loan with interest at the banks prime rate plus 1.25% or LIBOR plus 2.25%. The refinancing eliminated the annual principal reduction requirement that had existed under the tranche B term loan.



The fair value of the Companys debt obligations was approximately $310,500 as of
March 31, 2004.



Under the terms of the loan agreements noted above, certain
restrictive covenants exist regarding the Companys ability to enter into new loan agreements, enter into interest rate hedges, buy or sell assets, enter into mergers or acquisitions, affect a liquidation of the Company, pay dividends, or amend
the provisions of the Companys bylaws, articles of incorporation or any provision of any material contract. Other restrictive covenants include leverage restrictions, interest coverage, and fixed charge coverage. At March 31, 2004 and 2003,
the Company was in compliance with all restrictive covenants.



In conjunction
with the previous credit facility, the Company entered into an interest rate swap agreement on October 4, 2002 that effectively converted a portion of the interest on the Term A and B loans to a fixed rate of 6.17%. In accordance with FAS
133Accounting for Derivative Instruments and Hedging Activities, the Company has classified this interest rate swap agreement as a cash flow hedge. On June 18, 2003, in conjunction with the recapitalization, the Company paid
approximately $2,900 to terminate this interest rate swap agreement.



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3. RELATED PARTY TRANSACTIONS



Affiliates of Cincinnati Bell Telephone, a member of CBD Media Holdings LLC, provide the Company with billing, collection and distribution
services. Total fees for such services were $215 and $270 for the three months ended March 31, 2004 and 2003, respectively. In addition, the Company provides Cincinnati Bell Telephone with advertising, printing and distribution services. Total fees
for such services were $129 and $133 for the three months ended March 31, 2004 and 2003, respectively.



Entities affiliated with CBD Media Holdings LLC provide management services to the Company under the terms of an advisory agreement. Total fees for such services were $500 and $125 for the three months ended March 31,
2004 and 2003, respectively.



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Item 2.    Managements Discussion and Analysis of Financial Condition and Results of Operations.



CBD Media LLC Overview



We are the twelfth largest directory publisher in the United States, based on 2003 revenue, and are the exclusive directory publisher for Cincinnati Bell
branded yellow pages. We service the Cincinnati-Hamilton metropolitan area, which is the 23rd largest metropolitan area in the country according to the most recent U.S. Census. In 2003, we published fourteen yellow pages directories and distributed
over 2.3 million yellow pages directories to businesses and residences. We also offer integrated internet-based directory services to our consumers through the cincinnatibellyellowpages.com web site. In addition, we publish the white pages
for Cincinnati Bell Telephone, the incumbent local exchange carrier in the Cincinnati-Hamilton metropolitan area for over 100 years, for whom we distributed over 1.1 million copies in 2003. We generate our revenue primarily through the sale of
advertising, and in 2003 had more than 19,000 local advertising customers consisting primarily of small and medium-sized businesses, as well as approximately 1,100 national advertisers.



We acquired our directory publishing business in March 2002 from Cincinnati Bell Inc., the owner and operator of Cincinnati
Bell Telephone. The acquisition has been accounted for under the purchase method of accounting. Our acquisition of the assets and certain liabilities of the directory publishing business from Cincinnati Bell Inc. is referred to herein as the
acquisition.



We completed a recapitalization in
June of 2003, which consisted of the following transactions:



| |  | On June 13, 2003, we entered into a new senior credit facility providing for borrowings in an aggregate principal amount of up to $165.0 million, including a tranche B term loan
facility of $160.0 million and a revolving credit facility providing for borrowings of up to $5.0 million;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | On June 13, 2003, we issued $150.0 million of 85/8% senior subordinated notes due 2011;
| | - | ---------------------------------------------------------------------------------------



| |  | On June 13, 2003, we repaid all of the outstanding borrowings under our former credit facility and terminated that facility;
| | - | ----------------------------------------------------------------------------------------------------------------------------



| |  | On June 16, 2003, we paid approximately $2.9 million to terminate an interest rate swap related to our former credit facility; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| |  | We have made aggregate distributions to our sole equityholder, CBD Holdings, of approximately $128.3 million.
| | - | -------------------------------------------------------------------------------------------------------------



Our entering into the new senior facility and the initial funding thereunder,
the issuance of the outstanding notes, our repayment of the borrowings under our former credit facility, our termination of an interest rate swap related to our former credit facility, the payment of distributions to CBD Holdings and the payment of
related fees and expenses are collectively referred to herein as the recapitalization.



As used herein, unless the context otherwise requires, CBD Media, we, us, our or other similar terms
refers to the business of CBD Media LLC and CBD Holdings refers to CBD Media Holdings LLC, the parent of CBD Media LLC.



Critical Accounting Policies and Estimates



Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in
conformity with accounting principles generally accepted in the United States. The application of these principles requires that in some instances we make estimates and assumptions regarding future events that impact the reported amount of assets
and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Predicting future events is inherently an imprecise
activity and as such requires the use of judgments. On an ongoing basis, we review the basis for our estimates and will make adjustments based on current and anticipated economic conditions, accepted actuarial valuation methodologies or other
factors that we consider to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates.



We consider the following policies to be important in understanding the judgments involved in preparing our financial statements and the uncertainties
that could affect our financial condition, results of operations or cash flows.



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Revenue recognition. The sale of advertising in telephone directories published by us is our
primary source of revenue. We recognize revenues ratably over the life of each directory using the deferral and amortization method, with revenue recognition commencing in the month of delivery.



Revenue from internet advertisements is recognized ratably over the
twelve-month period we commit to carry the advertisement.



Cost of revenue. Direct costs related to the publication of print directories, including sales commissions, paper, printing, transportation, distribution and pre-press production and employee costs relating to each of the foregoing
are recognized ratably over the life of each directory under the deferral and amortization method, with cost recognition commencing in the month of delivery. In addition, costs associated with advertising and electronic directories are captured in
this category.



Allowance for sales adjustments.
Adjustments to revenue are primarily for estimated losses due to claims resulting from publication errors, omissions in customer advertising, customer early terminations or other customer complaints. They are accrued over the time period for which
the associated revenues are billed.



Vendor incentives.
We have long-term contracts with various vendors under which the vendors pay cash incentives to us for entering into the contracts. These incentives are recorded as deferred income and amortized as a reduction of cost of revenue over the related
contract terms. The amount of deferred vendor incentives that are expected to be amortized within one year are recorded as a current liability within other current liabilities. The remaining portion of deferred vendor incentives are recorded within
other long-term liabilities.



Goodwill and other intangible
assets. Recorded goodwill is not amortized, but is tested for impairment annually in the fourth quarter. All other finite lived intangible assets are amortized over their useful lives and are reviewed for impairment in accordance with SFAS No.
144.



Recent Accounting Pronouncements



The Financial Accounting Standards Board, or FASB, issued statements No.
145, Rescission of No. 4, 44 and 64, Amendment of No. 13 and Technical Corrections and No. 146, Accounting of Costs Associated with Exit or Disposal Activities. The FASB also issued Interpretation No. 45,
Guarantors Accounting and Disclosure Requirements of for Guarantors, Including Indirect Guarantees of Indebtedness of Others and Interpretation No. 46, Consolidation of Variable Interest Entities. The adoption of these
pronouncements had no impact on our financial statements.



The
FASB issued statements No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities and No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. We are
currently evaluating the impact these pronouncements will have on our financial statements.



Results of Operations



Comparison
of Results of Operations for the Three Months Ended March 31, 2004 and 2003.



Net Revenue. Net revenue for the three months ended March 31, 2004 was $21.7 million, consisting of $17.6 million in local advertising, $3.2 million in national advertising and $0.9 million in internet
advertising. Net revenue for the three months ended March 31, 2003 was $21.1 million, consisting of $17.2 million in local advertising, $3.1 million in national advertising and $0.8 million in internet advertising. The difference is primarily
related to the increase in local and internet revenue from the directories published in June 2003.



Adjustments to revenue for estimated losses due to claims resulting from publication errors, omissions in customer advertising, customer early
terminations or other customer complaints were $0.9 million for the three months ended March 31, 2004 and 2003. Adjustments as a percentage of total revenue were 4.0% for the three months ended March 31, 2004 and 2003.



Cost of Revenue. Cost of revenue was $7.9 million and $7.8 million for
the three months ended March 31, 2004 and 2003, respectively. The difference primarily is related to the increase in commissions due to the increase in revenue. Cost of revenue represented 36.4% and 37.0% of net revenue for the three months ended
March 31, 2004 and 2003, respectively.



General and
Administrative Expense. General and administrative expense was $1.1 million and $0.6 million for the three months ended March 31, 2004 and 2003, respectively. The difference is primarily related to the increase in related party management fees
of $0.4 million.



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Depreciation and Amortization Expense. Depreciation and amortization expense was $6.4 million and
$6.6 million for the three months ended March 31, 2004 and 2003, respectively. The difference primarily is related to the accelerated amortization method that is used for advertiser related intangible assets.



Interest Expense. Interest expense was $5.1 million and $3.1 million
for the three months ended March 31, 2004 and 2003, respectively. The increase is primarily related to the increase in outstanding borrowings as a result of the recapitalization, which occurred on June 13, 2003.



Net Income. Net income was $1.2 million for the three months ended
March 31, 2004 and $3.0 million for the same period in 2003. The decrease is primarily related to the increase in interest expense and an increase in the management fee.



Liquidity and Capital Resources



Our principal source of liquidity has been cash flow generated from operations. Our business has the ability to generate strong cash flows due to the
combination of consistent revenues, favorable operating margins, high collection rates, low capital expenditures and minimal working capital requirements, limited corporate overhead and anticipated tax distribution obligation. The timing of our cash
flows throughout the year is also reasonably predictable, as our customers typically pay for their advertisements in equal payments over a twelve-month period. Our primary liquidity requirements have been for debt service on our existing credit
facility and for working capital needs. We have historically generated sufficient cash flow to fund our operations, capital expenditures and to make required debt service payments. With the historical need for limited capital expenditures and
working capital requirements, we will be able to utilize the majority of our resulting operating cash flow for servicing all of our debt obligations in a timely manner.



Net cash provided by operations for the three months ended March 31, 2004, was $5.5 million as compared to $8.7 million for
the same period in 2003. The changes were primarily impacted by the changes in net income and the paying of CBDs June printing costs in March rather than in April as in 2003.



Net cash used in financing activities for the three months ended March 31, 2004, was $12.2 million as compared to $7.9
million for the same period in 2003. The net cash used in financing activities was primarily the result of the debt repayment in both periods.



Net cash used in investing activities for the three months ended March 31, 2004 and 2003 was not significant.



In February 2004, CBD refinanced its $165 million senior credit facility with
a $155 million senior credit facility. Our new senior credit facility consists of a revolving credit facility and a tranche C term loan facility. The revolving credit facility provides for loans in a total principal amount of up to $5.0 million,
which, as permitted, may be used for general corporate purposes. The tranche C term loan facility consists of a $150 million term loan.



Our new senior credit facility bears interest at a variable rate. In addition to paying interest on outstanding principal amounts under our new senior
credit facility, we are required to pay a commitment fee to the lenders for the unused commitments under the revolving credit facility.



Our new revolving credit facility will mature in June 2009. The tranche C term loan of the new senior credit facility matures in December, 2009.



Our new senior credit facility contains negative and
affirmative covenants and requirements affecting us and domestic subsidiaries that we create or acquire, with exceptions set forth in our credit agreement. Our new senior credit facility contains the following negative covenants and restrictions,
among others: restrictions on liens, real estate purchases and sales, sale-leaseback transactions, indebtedness, dividends and other restricted payments, guarantees, redemptions, liquidations, consolidations and mergers, acquisitions, asset
dispositions, investments, loans, advances, changes in line of business, formation of new subsidiaries, changes in fiscal year, transactions with affiliates, capital expenditures, amendments to charter, by-laws and other material documents, hedging
agreements and intercompany indebtedness. Our new senior credit facility also requires us, and will require our future subsidiaries, with exceptions set forth in our credit agreement, to meet financial covenants and ratios specified therein,
including a maximum leverage ratio, a maximum senior leverage ratio, an interest coverage ratio, a capital expenditures covenant and a fixed charge coverage ratio. At March 31, 2004, we were in compliance with the restrictive covenants.



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In addition, the indenture for the notes limits our ability, among other things, to incur additional
debt, pay dividends or make distributions in respect of our equity interests or to make other types of restricted payments or investments, sell assets, agree to payment restrictions affecting our restricted subsidiaries, consolidate, merge, sell or
otherwise dispose of all or substantially all of our assets, enter into transactions with our affiliates, create liens and enter into new lines of businesses.



In connection with the recapitalization, we paid a breakage fee on June 16, 2003 of approximately $2.9 million to cancel a fixed interest rate swap
agreement related to our former credit facility.



As part of
the recapitalization, we have distributed to our sole equityholder, CBD Media Holdings LLC, an aggregate of $128.3 million. As a result of these distributions, we will have limited cash and cash equivalents on hand and our primary source of
liquidity is expected to continue to be cash flow generated from operations as well as our ability to borrow up to $5.0 million under the revolving credit facility. We expect that our primary liquidity requirements will be for debt service on our
senior credit facility and the notes and also for capital expenditures and working capital.



As a result of the significant increase in our indebtedness and the aggregate distributions to our equityholder of approximately $128.3 million as part of the recapitalization, we have substantially increased our
leverage. Our liquidity requirements will also be significantly increased, primarily due to increased debt service obligations.



As of March 31, 2004, we had outstanding $297.0 million in aggregate indebtedness, excluding unused commitments, with an additional $5.0 million of
borrowing capacity available under our new credit facility. Our interest expense for the three months ended March 31, 2004 was $5.1 million as compared to $3.1 million for the same period in 2003.



Our ability to make payments on our indebtedness, and to fund our working
capital needs and planned capital expenditures will depend upon our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond
our control. Our liquidity could also be impacted by a decline in usage of printed yellow page directories; however, we have not experienced a significant decline. While in the short term any impact could be offset by price increases, in the long
term any such impact could limit our ability to meet our financial obligations especially given our favorable operating margins and low variable costs. Based on our current levels of operations, we believe that our cash flow from operations and
available borrowings under our new senior credit facility will be adequate to meet our liquidity for the foreseeable future.



We cannot assure you, however, that in the long-term our business will generate sufficient cash flow from operations or that future borrowings will be
available to us under our new senior credit facility or otherwise in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. To the extent that such sources were not adequate to fund our liquidity needs, we
would need to raise additional capital, restructure our indebtedness or cut costs in order to lower our liquidity needs. If we consummate an acquisition, our debt service requirements could increase. We may need to refinance all or a portion of our
indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. We will require a significant amount of cash to service our debt, including the notes, and
our ability to generate cash depends on many factors beyond our control.



Forward-Looking Statements



In this periodic
report on Form 10-Q, we make some forward-looking statements, which are subject to uncertainties. These statements are included throughout this report on Form 10-Q and relate to, among other things, analyses and other information based on forecasts
of future results and estimates of amounts not yet determinable. These forward-looking statements are identified by their use of terms and phrases such as anticipate, believe, could, estimate,
expect, intend, may, plan, predict, project, will, continue, and other similar terms and phrases, including references to assumptions.



These forward-looking statements are subject to numerous assumptions, risks
and uncertainties. Factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by us in those statements include, among others, the
following:



| |  | national and local economic and business conditions that affect advertising expenditures by businesses and individuals as well as consumer trends in the usage of our principal
product;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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| |  | our ability to maintain relationships with third-party service providers;
| | - | -------------------------------------------------------------------------



| |  | the effect of competition in local telephone service on Cincinnati Bell Telephones current dominant position in the local market;
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| |  | our relationship with Cincinnati Bell Telephone;
| | - | ------------------------------------------------



| |  | fluctuations in the price of paper;
| | - | -----------------------------------



| |  | the retention of key employees;
| | - | -------------------------------



| |  | changes in taxes and government regulations that influence local phone service;
| | - | -------------------------------------------------------------------------------



| |  | our degree of leverage, which may affect our ability to obtain financing in the future;
| | - | ---------------------------------------------------------------------------------------



| |  | the reduction in our operating flexibility resulting from restrictive covenants in our debt agreements, including the risk of default that could occur;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the effects of tax legislative action;
| | - | --------------------------------------



| |  | the effect of any rating agency downgrades on the cost and availability of new debt financings; and
| | - | ---------------------------------------------------------------------------------------------------



| |  | our relationship with our principal stockholders.
| | - | -------------------------------------------------



Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, we can give no assurance that we
will attain these expectations or that any deviations will not be material. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking
statement contained in this periodic report on Form 10-Q to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.



Item 3.    Quantitative and Qualitative Disclosure of Market Risk.



Interest on the senior subordinated notes issued is charged at a fixed rate. As of March 31, 2004, approximately 51% of our total outstanding debt has a
fixed interest rate. Interest rate changes generally do not affect the market value of floating rate debt but do impact the amount of our interest payments and our future earnings and cash flows. Conversely for fixed rate debt, interest rate changes
do not impact future cash flows and earnings, but do impact the fair market value of such debt. The fair value of our fixed rate debt as of March 31, 2004 was $163.5 million. As a portion of our debt bears a variable interest rate, changes in market
rates for interest can impact our operating results and cash flows. For example, holding the amount of senior credit facility debt outstanding constant, a one percentage point increase in interest rates would have caused an estimated decrease in
annual pre-tax earnings and cash flows of $1.5 million.



Item 4.    Controls and Procedures.



The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Companys Exchange Act reports is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commissions rules and forms and that such information is accumulated and communicated to the Companys management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.



As required by SEC Rule 13a-15(b), 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 the Companys Chief Financial Officer, of the effectiveness of the design and operation of the
Companys disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure
controls and procedures were effective as of the end of the period covered by this report at the reasonable assurance level.



There has been no change in the Companys internal controls over financial reporting during the Companys most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Companys internal controls over financial reporting.



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##### Table of Contents

PART II

OTHER INFORMATION



Item 1.    Legal Proceedings.



From time to time, we are a party to litigation matters arising in connection with the normal course of our business. In many of these matters, plaintiffs allege that they have suffered damages from errors or
omissions or improper listings contained in directories published by us. Although we have not had notice of any such claims that we believe to be material, any pending or future claim could have a material adverse effect on our business, financial
condition, results of operations or cash flows.



In addition,
we are exposed to defamation and breach of privacy claims arising from our publication of directories and our methods of collecting, processing and using personal data. The subjects of our data and users of data that we collect and publish could
have claims against us if such data were found to be inaccurate, or if personal data stored by us was improperly accessed and disseminated by unauthorized persons. Although we have not had notice of any material claims relating to defamation or
breach of privacy claims to date, we may become party to litigation matters that could have a material adverse effect on our business.



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



(a) Exhibits



|             |  |                                                                                                                                                                                      
|------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             | 
|Exhibit 31.1 |  | Certification of Periodic Report by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.                                                   
|             | 
|Exhibit 31.2 |  | Certification of Periodic Report by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.                                                   
|             | 
|Exhibit 32.1 |  | Certification of Periodic Report by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of
2002.*



*    This
certificate is being furnished solely to accompany the report pursuant to 18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing
of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.



(b) Reports on Form 8-K filed during the quarter ended March 31, 2004.



The Company did not file any 8-Ks during the quarter ended March 31, 2004.



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SIGNATURES



Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                   |  |  |  |               |  |                      |  |                                                                         
|------------------ |  |  |  | ------------- |  | -------------------- |  | ------------------------------------------------------------------------
|                   |  |  |  | CBD MEDIA LLC
|                   |  |  | 
|Date: May 13, 2004 |  |  |  | By:           |  | /s/  John P. Schwing
|                   |  |  |  |               |  |                      | 
|                   |  |  |  |               |  | Name:                |  | John P. Schwing                                                         
|                   |  |  |  |               |  | Title:               |  | Vice President of Finance and Administration and Chief Financial Officer



17