UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q [X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007OR[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-121185 CBD MEDIA HOLDINGS LLC (Exact name of registrant as specified in its charter) DELAWARE03-0395275(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification Number)312 PLUM STREET, SUITE 90045202CINCINNATI, OHIO(Zip Code)(Address of principal executive offices) Registrants telephone number, including area code: (513) 397-6794 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) AND 12 (g) OF THE ACT: TITLE OF CLASSNAME OF EXCHANGE ON WHICH REGISTEREDN/AN/A  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.                      [X] Yes         [  ] No  1


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one): [  ] Large accelerated filer          [  ] Accelerated filer          [X] Non-accelerated filer  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). .                                                 [X] Yes         [  ] No   2      TABLE OF CONTENTS  PagePart IFINANCIAL INFORMATIONItem 1.Financial Statements4Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations16Item 3.Quantitative and Qualitative Disclosures About Market Risk21Item 4.Controls and Procedures21Part IIOTHER INFORMATIONItem 1.Legal Proceedings23Item 1A.Risk Factors23Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.23Item 3.Defaults Upon Senior Securities23Item 4.Submission of Matters to a Vote of Security Holders23Item 5.Other Information23Item 6.Exhibits23Signatures26   3    PART I FINANCIAL INFORMATION  Item 1. Financial Statements.  CBD MEDIA HOLDINGS LLC  CONDENSED CONSOLIDATED BALANCE SHEETS MARCH 31, 2007, DECEMBER 31, 2006 AND MARCH 31, 2006 (Dollars in Thousands)  March 31,
2007
(Unaudited)December 31,
2006March 31,
2006
(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents$10,021$7,673$14,669Accounts receivable (net of allowance of $3,379, $3,325 and $4,226 at March 31, 2007, December 31, 2006 and March 31, 2006, respectively)4,1665,5613,520Deferred directory costs6,69912,84010,063Prepaid expenses and other current assets1,850325335Related party receivable1,3802,0682,050Total current assets24,11628,46730,637PROPERTY AND EQUIPMENT (NET)273271247DEBT ISSUANCE COSTS (net of accumulated amortization of $7,122, $6,618 and $4,899 at March 31, 2007, December 31, 2006 and March 31, 2006, respectively)7,7128,0119,730GOODWILL27,11527,11527,115INTANGIBLE ASSETS (NET)179,454185,471203,891TOTAL ASSETS$238,670$249,335$271,620LIABILITIES AND MEMBERS CAPITAL (DEFICIT)CURRENT LIABILITIES:Accounts payable$313$1,682$369Accrued liabilities7,5308,5888,593Deferred revenue3,9267,6123,890Other current liabilities634634634Related party payable173234140Total current liabilities12,57618,75013,626LONG-TERM DEBT357,820360,000380,000OTHER LONG-TERM LIABILITIES (NET OF CURRENT PORTION)357516891Total liabilities370,753379,266394,517MEMBERS CAPITAL (DEFICIT):Contributed capital--Retained earnings (deficit)(132,083)(129,931)(122,897)Total members capital (deficit)(132,083)(129,931)(122,897)TOTAL LIABILITIES AND MEMBERS CAPITAL (DEFICIT)$238,670$249,335$271,620  See notes to condensed consolidated financial statements.  4    CBD MEDIA HOLDINGS LLC  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006 (Dollars in Thousands)  20072006NET REVENUE (includes related party amounts of $116 and $125 in 2007 and 2006, respectively)$20,755$21,229COST OF REVENUE (includes related party amounts of $181 and $203 in 2007 and 2006, respectively)7,9557,666AMORTIZATION AND DEPRECIATION6,0506,153GENERAL AND ADMINISTRATIVE EXPENSES (includes related party amounts of $500 in 2007 and 2006)1,6051,145OPERATING INCOME5,1456,265OTHER (INCOME) EXPENSES:Interest expense8,1708,397Interest income(17)(11)Total other expenses8,1538,386NET LOSS$(3,008)$(2,121)    See notes to condensed consolidated financial statements.  5    CBD MEDIA HOLDINGS LLC  CONDENSED CONSOLIDATED STATEMENTS OF MEMBERS CAPITAL (DEFICIT) (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006 (Dollars in Thousands)  Contributed
CapitalRetained
Earnings (Deficit)Total
Members
Capital (Deficit)BALANCE AT DECEMBER 31, 2005$-$(120,776)$(120,776)NET LOSS(2,121)(2,121)BALANCE AT MARCH 31, 2006$-$(122,897)$(122,897)BALANCE AT DECEMBER 31, 2006$-$(129,931)$(129,931)NET LOSS(3,008)(3,008)CONTRIBUTIONS TO MEMBER856856BALANCE AT MARCH 31, 2007$-$(132,083)$(132,083)  See notes to condensed consolidated financial statements.   6    CBD MEDIA HOLDINGS LLC  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006 (Dollars in Thousands)  20072006CASH FLOWS FROM OPERATING ACTIVITIES:Net loss$(3,008)$(2,121)Adjustments to reconcile net loss to cash flows provided by operating activities:Depreciation and amortization6,0506,153Amortization of debt issuance costs504504Changes in certain working capital accounts:Accounts receivable2,083567Prepaid expenses and other assets(1,525)103Deferred directory costs6,1412,376Accounts payable and other current liabilities(1,430)(497)Accrued liabilities(1,058)(50)Deferred revenue(3,686)(3,578)Other(159)(159)Net cash provided by operating activities3,9124,077CASH FLOWS FROM INVESTING ACTIVITIES -Capital expenditures(35)(65)Net cash used in investing activities(35)(65)CASH FLOWS FROM FINANCING ACTIVITIES:Contribution from member856Debt issuance cost(205)Payments on borrowings(2,180)(2,000)Net cash used in financing activities(1,529)(2,000)NET INCREASE IN CASH AND CASH EQUIVALENTS2,3482,012CASH AND CASH EQUIVALENTS:Beginning of period7,67312,657End of period$10,021$ 14,669SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest$6,873$   6,938Cash paid for income taxes$-$           -  See notes to condensed consolidated financial statements.  7    CBD MEDIA HOLDINGS LLC  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006 (Dollars in Thousands)  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Nature of BusinessCBD Media Holdings LLC (CBD Holdings) is located in Cincinnati, Ohio and owns 100% of CBD Media LLC (CBD Media and, together with CBD Holdings, the Company). 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 www.cincinnatibellyellowpages.com and an electronic directory on CD-ROM.  CBD Holdings has no material operations or assets of its own other than the equity interests of CBD Media.  On October 13, 2004, the Company formed a wholly-owned finance subsidiary, CBD Holdings Finance, Inc. (CBD Holdings Finance), which is incorporated in the state of Delaware.  CBD Holdings Finance co-issued the senior notes, joint and severally, with the Company.  Separate financial statements for CBD Holdings Finance are not provided because CBD Holdings 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 the Company is dependent upon the performance of third parties for the following key components of its 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.  On March 20, 2007, the businesses of the Company and Local Insight Media, L.P. (Local Insight) were combined.  As a result of the consummation of such combination (the Combination): (i) CBD Holdings became an indirect, wholly owned subsidiary of Local Insight and (ii) CBD Media remained a wholly owned subsidiary of CBD Holdings.  For more details regarding the Combination, see Note 5, Change of Control Transaction.  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, 2006 has not changed materially unless otherwise disclosed herein. Financial information as of December 31, 2006 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.  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:  8    Advertiser
listNon-compete
covenantListing
databaseTrademark and
tradename
licensesTotalCarrying amount March 31, 2006$52,000$154,000$200$104,000$310,200Accumulated amortization(22,144)(62,883)(82)(21,200)(106,309)Net amount at March 31, 2006$29,856$91,117$118$82,800$203,891Carrying amount December 31, 2006$52,000$154,000$200$104,000$310,200Accumulated amortization(25,099)(74,433)(97)(25,100)(124,729)Net amount at December 31, 2006$26,901$79,567$103$78,900$185,471Carrying amount March 31, 2007$52,000$154,000$200$104,000$310,200Accumulated amortization(25,961)(78,283)(102)(26,400)(130,746)Net amount at March 31, 2007$26,039$75,717$98$77,600$179,454  Amortization of identifiable intangible assets for the next five years as of March 31, 2007 is as follows:  Period ending March 31:200823,963200923,546201023,182201122,864201219,372   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.  Amortization of approximately $504 has been charged to interest expense for the three months ended March 31, 2007 and 2006.  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 $991, $1,150 and $1,525 at March 31, 2007, December 31, 2006 and March 31, 2006, respectively.  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 primarily estimated sales adjustments for estimated 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.  9   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.  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.  2. LONG-TERM DEBT  Long-term debt at March 31, 2007, December 31, 2006 and March 31, 2006 consisted of the following:  March 31,
2007December 31,
2006March 31,
20069 1⁄4% Senior notes due 2012$100,000$100,000$100,00085/8% Senior subordinated notes due 2011147,820150,000150,000Term loan facility, payable to a consortium of banks, with interest of 7.82%, 7.725%, and 7.24% at March 31, 2007, December 31, 2006, and March 31, 2006, respectively. Due on December 31, 2009.110,000110,000130,000Total$357,820$360,000$380,000  The Company has a revolving line of credit as part of the same senior credit facility as the term loan, under which the Company may borrow up to $5,000 at the banks prime rate or LIBOR, plus applicable margins.  There were no borrowings outstanding on the revolving line of credit at March 31, 2007, December 31, 2006 or March 31, 2006.  Substantially all assets of the Company are pledged as collateral under the existing debt agreements.  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 Certificate of Formation and Operating Agreement or any provision of any material contract.  Other restrictive covenants include leverage restrictions and interest coverage.  At March 31, 2007 and 2006, the Company was in compliance with all restrictive covenants.  Further, the terms of the indenture governing the senior subordinated notes significantly restrict CBD Media and its subsidiaries from paying dividends or distributions to us and otherwise transferring assets to us if the aggregate amount of such dividends, distributions and transfers, together with all other restricted payments made by CBD Media since July 1, 2003, would exceed the sum of an amount calculated pursuant to a formula taking into account, among other things, the amount of CBD Medias consolidated cash flow since July 1, 2003.  There is no exception to this restriction in the indenture governing the senior subordinated notes that would specifically permit us to pay interest and liquidated damages, if any, on the senior notes, repay the senior notes at maturity or to repurchase senior notes in connection with an asset sale or change of control transaction.  Moreover, CBD Medias ability to make any such dividends, distributions or other restricted payments requires that CBD Media (1) not be in default under the indenture and (2) be in compliance with the leverage ratio set forth in such indenture (which measures its ratio of indebtedness to consolidated cash flow).  The Combination resulted in a Change of Control for purposes of the indentures governing CBD Holdings’ 9 1⁄4% Senior notes due 2012 and CBD Media’s 8 5⁄8% Senior subordinated notes due 2011.  In connection with such transaction: (i) CBD Holdings offered to repurchase any and all of its 9 1⁄4% Senior notes due 2012 and (ii) CBD Media offered to repurchase any and all of its 8 5⁄8% Senior subordinated notes due 2011.  Upon the close of such offers, $2,180 of CBD Media’s 8 5⁄8% Senior subordinated notes due 2011 and none of CBD Holdings’ 9 1⁄4% Senior notes due 2012 had been tendered and repurchased.  The fair value of the Companys debt obligations was approximately $367,505, $365,625 and $384,250 as of March 31, 2007, December 31, 2006 and March 31, 2006, respectively.  Scheduled maturities of long-term debt are as follows:  Year ending December 31:2009$110,0002011147,8202012100,000TOTAL$357,820  10   Immediately prior to the closing of the Combination a special dividend in the aggregate amount of $82 million (the Special Dividend) was paid to CBD Holdings equity holders.  Such special dividend is described in greater detail below in Note 5, Change of Control Transaction.  The Special Dividend was funded pursuant to a Bridge Loan Agreement (the Bridge LoanAgreement) dated as of March 20, 2007, by and among CBD Investor, Inc., CBD Media Holdings II LLC, Local Insight Media LLC, the several lenders from time to time parties thereto, and Wachovia Investments Holdings, LLC as administrative agent.  Under the Bridge Loan Agreement, CBD Investor borrowed an aggregate of $91 million, which was used to fund the Special Dividend, to pay fees and expenses arising in connection with the transaction and for working capital purposes.  3. RELATED PARTY TRANSACTIONS  Affiliates of Cincinnati Bell Inc., a member of CBD Holdings, provide the Company with billing, collection and distribution services through its affiliate Cincinnati Bell Telephone. The related party receivable reported on the balance sheet represents cash collected by Cincinnati Bell Telephone that has not been remitted to the Company.  Total fees for such services were $181 and $203 for the three months ended March 31, 2007 and 2006, respectively. In addition, the Company provides Cincinnati Bell Telephone with advertising sales, printing and distribution services. Total fees for such services were $116 and $125, for the three months ended March 31, 2007 and 2006, respectively.  Entities affiliated with CBD Holdings provide management services to the Company under the terms of advisory agreements. Total fees for such services were $500 for the three months ended March 31, 2007 and 2006, respectively.  4. MANAGEMENT UNIT AWARDS AND INCENTIVE COMPENSATION  During 2002, CBD Holdings awarded 23,570 Class C units in CBD Holdings to management of CBD Media.  During 2003, an additional 806 Class C units were issued.  In 2004, 330 Class C units were forfeited.  The fair value of the Class C units awarded to management of the Company on the date of grant was determined to be less than $3.  The Class C units are subject to various restrictions, including continuous employment over a four year period.  Subsequent to the vesting period, any transfer or sale of the Class C units is subject to the approval of the majority owners of CBD Holdings.  Management believes that the restrictions on liquidation and lack of voting rights make the Class C units subordinate to the other classes of unit holders in CBD Holdings.  Prior to the adoption of FAS 123-R  Share-Based Payment, management considered this arrangement to be consistent with the definition of junior stock and was accounted for on its measurement date in accordance with Financial Accounting Standards Board Interpretation No. (FIN) 38  Determining the Measurement Date for Stock Option, Purchase, and Award Plans Involving Junior Stock.  Compensation expense was not recorded until a measurement date was reached in accordance with FIN 38.  On January 1, 2006, the Company adopted FAS 123-R, using a modified prospective application.  Accordingly, prior period amounts have not been restated.  The adoption of FAS 123-R did not have a significant effect on the Companys financial statements and related disclosures.  In connection with the recapitalization in June 2003, CBD Investor, Inc. (the parent of CBD Holdings prior to the Combination) established an incentive compensation program for the Companys employees who hold the Class C units, under which CBD Investor, Inc. paid these employees as a group, an aggregate amount of approximately $1,000 upon consummation of the recapitalization, which was expensed in July 2003.  Additionally, CBD Investor, Inc. agreed to provide an additional pool to these employees of up to $4,350.  This additional incentive amount is subject to vesting over a five-year period and is payable only upon the occurrence of certain specified events.  Additionally, in order for any incentive amount to be payable, the aggregate value of the Class C units at such event must equal or exceed $8,600 but may not exceed $13,250.  If the total value of the Class C units at the time of such event exceeds $13,250, then no incentive amount is payable.  The incentive amount will be paid upon the occurrence of a qualifying event and charged to expense when the incentive payment becomes probable and in accordance with the remaining vesting period.  In April 2005, the holders of the Class C units received aggregate tax distributions from the Company of approximately $36.  As these distributions were made by the Company without regard to vesting or eventual vesting of the Class C units, such distributions were recorded as compensation expense.  Due to the change in control, the Class C Unit Holders were paid $856.  In connection with the October 2004 recapitalization, the holders of the Class C units received distributions from the Company of approximately $1,326.  As these distributions were made by the Company without regard to vesting or eventual vesting of the Class C units, such distributions were recorded as compensation expense.  In addition, CBD Holdings established an incentive compensation program under which the holders of the Class C units are eligible to receive additional distributions of approximately $1,315.  The holders of Class C units will generally vest in and be paid the incentive compensation over a three-year period on each anniversary of the recapitalization subject to continued employment with the Company.  In October 2005, and 2006 CBD Holdings paid approximately $438, or approximately one-third, of the remaining $1,315 to holders of the Class C units.  Upon termination of employment the holder of Class C units will forfeit any unpaid incentive compensation and the  11   forfeited amount will be allocated among the remaining Class C unit holders.  The holders of Class C units became fully vested upon the completion of the Combination and participated in the payment of the Special Dividend on March 20, 2007.  The amount of the incentive compensation is charged to expense over the vesting period.  Compensation expense for the three months ended March 31, 2007 and 2006 was $140 and $82, respectively.  The final payment was made due to the change in control.   5. CHANGE OF CONTROL TRANSACTION  On March 20, 2007, CBD Media and Local Insight consummated the previously announced combination of their businesses pursuant to a Contribution Agreement (the "Agreement"), dated as of December 11, 2006, by and among Local Insight Media, LLC (LIM, LLC, the predecessor of Local Insight), CBD Investor, Inc. (CBD Investor), Cincinnati Bell Inc. Holdings (CBIH), the holders of equity securities of CBD Investor (the CBD Investor Stockholders), the holders of Class C Units of CBD Media Holdings (the Class C Holders), and the holders of equity securities of LIM, LLC.  Prior to the Combination, CBD Investor, CBIH and the Class C Holders collectively owned 100% of the membership interests of CBD Holdings.  In connection with the consummation of the transactions contemplated by the Agreement: (i) all the membership interests of CBD Holdings held by CBIH and the Class C Holders were contributed to CBD Media Holdings II LLC (Holdings II); (ii) LIM, LLC, directly or indirectly, received a contribution of (A) all the equity interests of CBD Investor from the CBD Investor Stockholders and (B) all the equity interest of Holdings II held by CBIH and the Class C Holders; (iii) LIM, LLC contributed all the equity interests of CBD Investor and Holdings II to Local Insight Media, Inc., a wholly owned subsidiary of LIM, LLC (LIMI); (iv) LIMI contributed all the equity interests of Holdings II to CBD Investor; (v) Holdings II merged with and into CBD Investor; and (vi) LIM, LLC converted from a limited liability company into a limited partnership.  As a result of the Combination, CBD Holdings became an indirect, wholly owned subsidiary of Local Insight.  Prior to the Combination: (i) certain affiliates of Spectrum Equity Investors (Spectrum), through CBD Investor, owned membership interests that represented approximately 95% of the economic interests and 100% of the voting power, respectively, of CBD Media Holdings and (ii) Welsh, Carson, Anderson & Stowe X, L.P., WCAS Capital IV, L.P. and WCAS Management Corporation (collectively, WCAS) owned in excess of 99% of LIM, LLC.  Following the consummation of the Combination, WCAS owned approximately 71% of Local Insights limited partnership interests and Spectrum owned approximately 27% of Local Insights limited partnership interests.  Immediately prior to the consummation of the Combination, the Special Dividend, in the aggregate amount of $82 million, was paid to the CBD Investor Stockholders, CBIH and the Class C Holders.  The Special Dividend was funded pursuant to the Bridge Loan Agreement.  The Agreement was filed with the SEC as Exhibit 2.1 to CBD Holdings 8-K filed on March 27, 2007.  6. RESTRICTED SUBSIDIARIES  CBD Holdings is a holding company with no material operations of its own or assets other than the equity interests of CBD Media.  Our operations are conducted through CBD Media.  In October 2004, CBD Holdings issued and sold $100,000 of 9 1⁄4% senior notes due 2012; see Note 2.  Our ability to make payments on the notes is dependent on the earnings and distribution of funds from CBD Media through loans, dividends or otherwise.  However, CBD Media is not obligated to make funds available to us for payment on the notes.  The terms of the senior credit facility and the indenture governing the subsidiary notes significantly restrict CBD Media from paying dividends and otherwise transferring assets to us, except for administrative, legal and accounting services.  Set forth below are the consolidated financial statements of CBD Holdings and its restricted subsidiaries as of March 31, 2007, December 31, 2006 and March 31, 2006 and for the three months ended March 31, 2007 and 2006.  The equity method of accounting has been used by CBD Holdings to report its investment in subsidiaries.  Separate financial statements for CBD Holdings are not presented based on managements determination that they do not provide additional information that is material to investors.    12


March 31, 2007December 31, 2006March 31, 2006CBD
HoldingsRestricted
SubsidiariesEliminationsConsolidatedCBD
HoldingsRestricted
SubsidiariesEliminationsConsolidatedCBD
HoldingsRestricted
SubsidiariesEliminationsConsolidatedASSETSCURRENT ASSETS:Cash and cash equivalents.$10,021$10,021$456$7,217$7,673$890$13,779$14,669Accounts receivable (net) .4,1664,1665,5615,5613,5203,520Deferred directory costs ...6,6996,69912,84012,84010,06310,063Prepaid expenses and other1,8501,850current assets .325325335335Related party receivable ...1,3801,3802,0682,0682,0502,050Total current assets ..24,11624,11645628,01128,46789029,74730,637PROPERTY AND EQUIPMENT(NET) ...273273271271247247DEBT ISSUANCE COSTS(NET) ...$2,5515,1617,7122,6725,3398,0113,0346,6969,730GOODWILL .27,11527,11527,11527,11527,11527,115INTANGIBLE ASSETS (NET)179,454179,454185,471185,471203,891203,891TOTAL ASSETS ..$2,551$236,119$238,670$3,128$246,207$                -$249,335$3,924$267,696$                 -$271,620LIABILITIES AND MEMBERSCAPITAL (DEFICIT)CURRENT LIABILITIES:Accounts payable .313313$1,682$1,682$369$369Accrued liabilities1,9525,5787,530$4,2654,3238,588$1,9526,6418,593Deferred revenue ..3,9263,9267,6127,6123,8903,890Other current liabilities .634634634634634634Related party payable ...173173234234140140Total current liabilities ..1,95210,62412,5764,26514,48518,7501,95211,67413,626LONG-TERM DEBT100,000257,820357,820100,000260,000360,000100,000280,000380,000OTHER LONG-TERM357357LIABILITIES .516516891891EXCESS DISTRIBUTIONS FROMSUBSIDIARY32,682(32,682)28,794$(28,794)24,869$(24,869)TOTAL LIABILITIES134,634268,801(32,682)370,753133,059275,001(28,794)379,266126,821292,565(24,869)394,517MEMBERS CAPITAL (DEFICIT):Contributed capital ...Retained earnings (deficit) ...(132,083)(32,682)32,682(132,083)(129,931)(28,794)28,794(129,931)(122,897)(24,869)24,869(122,897)Total members capital   (deficit)(132,083)(32,682)32,682(132,083)(129,931)(28,794)28,794(129,931)(122,897)(24,869)24,869(122,897)TOTAL LIABILITIES ANDMEMBERS CAPITAL(DEFICIT) ..$2,551$236,119-$238,670$3,128$246,207$                  -$249,335$3,924$297,696$                -$271,620


13


Three Months Ended March 31, 2007Three Months Ended March 31, 2006CBD
HoldingsRestricted
SubsidiariesEliminationsConsolidatedCBD
HoldingsRestricted
SubsidiariesEliminationsConsolidatedNET REVENUE ...$20,755$20,755$21,229$21,229COST OF REVENUE ...7,9557,9557,6667,666AMORTIZATION ANDDEPRECIATION . ...6,0506,0506,1536,153GENERAL ANDADMINISTRATIVEEXPENSES . ...1,6051,6051,1451,145OPERATING INCOME (LOSS)...5,1455,1456,2656,265OTHER (INCOME) EXPENSES:Interest expense .$2,4335,7378,170$2,4325,9658,397Interest income ..-(17)(17)(1)(10)(11)Earnings in subsidiary ...575$(575)(310)$310Total other (income) expenses3,0085,720(575)8,1532,1215,955310(8,386)NET INCOME (LOSS) .$(3,008)$(575)$575$(3,008)$(2,121)$310$(310)$(2,121)


14


Three Months Ended March 31, 2007Three Months Ended March 31, 2006CBD
HoldingsRestricted
SubsidiariesEliminationsConsolidatedCBD
HoldingsRestricted
SubsidiariesEliminationsConsolidatedCASH FLOWS FROMOPERATING ACTIVITIES:Net income (loss).$(3,008)$(575)$575$(3,008)$(2,121)$310$(310)$(2,121)Adjustments to reconcile netincome (loss) to cash flowsprovided by operating activities:Depreciation andamortization ......6,0506,0506,1536,153Amortization of debt issuance costs121383504121383504Subsidiary earnings575(575)(310)310Changes in certain workingcapital accounts:Accounts receivable......2,0832,083567567Prepaid expenses and otherassets ......(1,525)(1,525)103103Deferred directory costs ...6,1416,1413,1553,155Accounts payable .(1,430)(1,430)(497)(497)Accrued liabilities(2,313)1,255(1,058)(2,314)2,264(507)Deferred revenue ..(3,686)(3,686)(3,578)(3,578)Other .(159)(159)(159)(159)Net cash provided by operating activities(4,625)8,5373,912(4,624)8,7014,077CASH FLOWS FROM INVESTINGACTIVITIES -Capital expenditures(35)(35)-(65)-(65)CASH FLOWS FROM
FINANCING ACTIVITIES:Intercompany distributions received
(paid)4,625(4,625)4,625(4,625)Debt issuance cost(205)(205)Contributions from (to) members..(456)1,312856Payments on borrowings .(2,180)(2,180)(2,000)(2,000)Net cash provided by (usedin) financing activities4,169(5,698)(1,529)4,625(6,625)(2,000)NET INCREASE (DECREASE) INCASH AND CASHEQUIVALENTS(456)2,8042,34812,0112,012CASH AND CASHEQUIVALENTS:Beginning of period...4567,2177,67388911,76812,657End of period ....-10,02110,021$890$13,779$                 -$14,669SUPPLEMENTAL CASH FLOWINFORMATION:Cash paid for interest ..$4,625$2,248$6,873$4,625$2,313$6,938Cash paid for income taxes-----


15


Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.  Overview  CBD Media Holdings LLC (CBD Holdings) operates entirely through its wholly-owned subsidiary, CBD Media LLC (CBD Media).  We are the exclusive telephone directory publisher for Cincinnati Bell branded yellow pages in the Cincinnati-Hamilton metropolitan area, which is the 23rd largest metropolitan area in the country according to the most recent U.S. Census.  We are a leader in the directory publishing industry, and in 2006, we believe our directories captured over 86% of total directory advertising spending in the Cincinnati-Hamilton metropolitan area.  We generate our revenues primarily through the sale of advertising in our directories.  In 2006, we published 15 yellow pages directories and distributed over 2.4 million copies.  These directories included advertisements from over 16,000 local customers who are principally small and medium-sized businesses, as well as approximately 1,200 national advertisers.  We are also the exclusive publisher of the white pages for Cincinnati Bell Telephone.  In 2006, we published one white pages directory and distributed over one million copies to businesses and residences.  On June 13, 2003, we entered into a 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 8 5⁄8% senior subordinated notes due 2011, which we refer to as “senior subordinated notes”.  We refer to the June 2003 transactions as the “2003 recapitalization”.  The tranche B term loan facility was subsequently refinanced in February 2004 with a tranche C facility.  In October 2004, we completed a recapitalization, which we refer to as the 2004 recapitalization.  We issued and sold $100.0 million of 9 1⁄4% senior notes due 2012, which we refer to as the senior notes.  In connection with the 2004 recapitalization, we amended the senior credit facility by replacing the existing tranche C term loan with a $153.0 million tranche D term loan.  CBD Media distributed approximately $27.0 million to us, and we, in turn, distributed such funds, along with the net proceeds of the senior notes offering to our equityholders.  On March 20, 2007, CBD Media and Local Insight Media, LP (Local Insight) consummated the previously announced combination of their businesses (the Combination) pursuant to a Contribution Agreement (the Agreement), dated as of December 11, 2006, by and among Local Insight Media, LLC (LIM, LLC, the predecessor of Local Insight), CBD Investor, Inc. (CBDInvestor), Cincinnati Bell Inc. Holdings (CBIH), the holders of equity securities of CBD Investor (the CBD InvestorStockholders), the holders of Class C Units of CBD Media Holdings (the Class C Holders), and the holders of equity securities of LIM, LLC.  Prior to the Combination, CBD Investor, CBIH and the Class C Holders collectively owned 100% of the membership interests, of CBD Holdings.  In connection with the consummation of the transactions contemplated by the Agreement: (i) all the membership interests of CBD Holdings held by CBIH and the Class C Holders were contributed to CBD Media Holdings II LLC (Holdings II); (ii) LIM, LLC, directly or indirectly, received a contribution of (A) all the equity interests of CBD Investor from the CBD Investor Stockholders and (B) all the equity interest of Holdings II held by CBIH and the Class C Holders; (iii) LIM, LLC contributed all the equity interests of CBD Investor and Holdings II to Local Insight Media, Inc., a wholly owned subsidiary of LIM, LLC (LIMI); (iv) LIMI contributed all the equity interests of Holdings II to CBD Investor; (v) Holdings II merged with and into CBD Investor; and (vi) LIM, LLC converted from a limited liability company into a limited partnership.  As a result of the Combination, CBD Holdings became an indirect, wholly owned subsidiary of Local Insight.  Prior to the Combination: (i) certain affiliates of Spectrum Equity Investors (Spectrum), through CBD Investor, owned membership interests that represented approximately 95% of the economic interests and 100% of the voting power, respectively, of CBD Media Holdings and (ii) Welsh, Carson, Anderson & Stowe X, L.P., WCAS Capital IV, L.P. and WCAS Management Corporation (collectively, WCAS) owned in excess of 99% of LIM, LLC.  Following the consummation of the Combination, WCAS owned approximately 71% of Local Insights limited partnership interests and Spectrum owned approximately 27% of Local Insights limited partnership interests.  As used herein, unless the context otherwise requires, CBD Media refers to the business of CBD Media LLC, CBD Holdings refers to CBD Media Holdings LLC, the parent of CBD Media, and the Company, we, us, our or other similar terms refer collectively to CBD Holdings and CBD Media.  16   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.  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.  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. Adjustments to revenue 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 and intangible assets with indefinite lives are not amortized, but are 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.  Results of Operations  Comparison of Results of Operations for the Three Months Ended March 31, 2007 and 2006.  Net Revenue. Net revenue for the three months ended March 31, 2007 was $20.8 million, consisting of $15.2 million in local advertising, $3.6 million in national advertising and $2.0 million in internet advertising. Net revenue for the three months ended March 31, 2006 was $21.2 million, consisting of $16.5 million in local advertising, $3.5 million in national advertising and $1.2 million in internet advertising.  The difference is primarily related to the decrease in local revenue from the directories published in 2006.  Adjustments to revenue were $0.7 million for the three months ended March 31, 2007 and 2006.  Adjustments as a percentage of total revenue were 3.4% and 3.3% for the three months ended March 31, 2007 and 2006, respectively.  Cost of Revenue. Cost of revenue was $8.0 million and $7.7 million for the three months ended March 31, 2007 and 2006, respectively.  Cost of revenue represented 38.3% and 36.3% of net revenue for the three months ended March 31, 2007 and 2006, respectively.  The higher costs are associated with $0.5 million increase in internet expense associated with the $0.5 million increase in internet revenue.  General and Administrative Expense. General and administrative expense was $1.6 million for the three months ended March 31, 2007 and $1.1 million for the three months ended March 31, 2006.  The increase is due to additional one-time expenses associated with the Combination.  17    Depreciation and Amortization Expense. Depreciation and amortization expense was $6.1 million and $6.2 million for the three months ended March 31, 2007 and 2006, respectively.  The difference primarily is related to the accelerated amortization method that is used for advertiser related intangible assets.  Interest Expense. Interest expense was $8.2 million and $8.4 million for the three months ended March 31, 2007 and 2006, respectively.  The increase is primarily related to the decrease in the outstanding borrowings.  Net Income (Loss). Net loss was $3.0 million for the three months ended March 31, 2007 compared to $2.1 million for the same period in 2006.  The increase loss is primarily related to decrease in local revenue and costs associated with the Combination.  Liquidity and Capital Resources  Our management believes that cash flow generated from operations will be sufficient to continue to fund our interest and principal payment obligations, working capital requirements and future capital expenditures.  The revolving credit facility provides an additional source of capital to fund these obligations, subject to the restrictions contained in the senior credit facility and the indentures governing the senior notes and senior subordinated notes.  Any future acquisitions may require additional capital, which may be financed through borrowings under the revolving portion of the senior credit facility, the issuance of additional indebtedness or, issuance of equity securities of us or CBD Media, net cash provided by operations, other third-party financing or a combination of these alternatives.  Such capital may not be available to us on acceptable terms or at all.  Total capital expenditures were $35,000 in 2007 and $65,000 in 2006.  We anticipate that the amount of capital expenditures will remain at insignificant levels and will not significantly increase for the foreseeable future.  Net Cash Provided by (Used in) Operations.Net cash provided by operations for the three months ended March 31, 2007, was $3.9 million as compared to $4.1 million for the same period in 2006.  The change was primarily due to the timing of payments for printing costs associated with the June directories.  A $3.1 million payment was made in March 2006 for the June directories and the comparable payment in 2005 was made in the second quarter.  Net Cash Provided by (Used in) Financing Activities.Net cash used in financing activities for the three months ended March 31, 2007, was $1.5 million as compared to $2.0 million for the same period in 2006.  Payments on borrowings increased $.2 million, debt issuance cost increased $.2 million which were offset by a $.9 million contribution from member.  Net Cash Provided by (Used in) Investing Activities.Net cash used in investing activities for the three months ended March 31, 2007 and 2006 was insignificant.  Indebtedness.  In connection with our acquisition of the directory publishing business CBD Media incurred indebtedness of $220.0 million under its former credit facility, which was repaid and terminated on June 13, 2003 in connection with the 2003 recapitalization.  On June 13, 2003, CBD Media entered into the senior credit facility providing for borrowings in an aggregate principal amount of up to $165.0 million and issued the senior subordinated notes.  The senior credit facility contains financial, negative and affirmative covenants and requirements affecting CBD Holdings, CBD Media and its subsidiaries, including the maintenance of ratios measuring consolidated total leverage and consolidated senior leverage to EBITDA (as defined in the senior credit facility) as well as EBITDA (as defined in the senior credit facility) to consolidated interest expense.  The senior credit facility also includes interest rate and similar arrangements that we may enter into with the lenders under the senior credit facility and/or the affiliates of those lenders.  In the February 2004 refinancing, CBD Media amended the senior credit facility whereby the $160.0 million tranche B term loan facility was replaced with a $150.0 million tranche C term loan facility.  In connection with the issuance of the senior notes, CBD Media executed an amendment to its senior credit facility that, among other things, (i) increased the size of the term loan portion of the senior credit facility by $23.0 million; (ii) replaced the $150.0 million tranche C term loan facility with a $153.0 million  tranche D term loan facility; (iii) permitted us to issue the senior notes; (iv) permitted CBD Media, so long as there was no default or event of default under the senior credit facility, to make distributions to us necessary to make regularly scheduled payments of interest in respect of the senior notes; (v) so long as there was no default or event of default under the senior credit facility, set aside funds for the distribution to our equityholders of an amount not to exceed $130 million; (vi) deleted from the senior credit facility the requirement that CBD Media maintain a fixed charge coverage ratio and modified other financial ratios that CBD Media was required to maintain; and (vii) made other amendments and modifications to the senior credit facility related to the issuance of the senior notes.  In June 2003, also as part of the 2003 recapitalization, CBD Media issued the senior subordinated notes.  Interest is payable on the senior subordinated notes on June 1 and December 1 of each year and the senior subordinated notes will mature on June 1, 2011.  The senior subordinated notes were issued pursuant to an indenture containing financial, negative and affirmative covenants and requirements affecting CBD Media and its affiliates, including limits on CBD Medias ability to incur additional indebtedness, pay distributions or dividends or make other types of restructured payments, sell assets, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into transactions with affiliates, create liens and enter into new lines of business.  18   In October 2004, we issued $100.0 million of senior notes due in 2012 with an interest rate of 9 1⁄4%.  Interest on the senior notes is due semi-annually on January 15 and July 15, beginning on January 15, 2005.  The aggregate principal amount of the senior notes will be due on July 15, 2012.  The indenture governing the senior notes limits our ability to incur additional indebtedness, pay distributions or dividends or make other types of restricted payments, sell assets, consolidate, merge, sell or otherwise dispose of all or substantially all of our assets, enter into transactions with affiliates, create liens and enter into new lines of business.  The Combination resulted in a “Change of Control” for purposes of the indentures governing CBD Holdings’ 9 1⁄4% senior notes due 2012 and CBD Media’s 8 5⁄8% senior subordinated notes due 2011.  In connection with such transaction: (i) CBD Holdings offered to repurchase any and all of its 9 1⁄4% senior notes due 2012 and (ii) CBD Media offered to repurchase any and all of its 8 5⁄8% senior subordinated notes due 2011.  Upon close of such offers, $2.18 million of CBD Media’s 8 5⁄8% senior subordinated notes due 2011 and none of CBD Holdings 9 1⁄4% senior notes due 2012 had been tendered and repurchased.  Liquidity.Our operations are conducted through CBD Media.  Our ability to make payments on our consolidated 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 an 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.  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.  Our ability to make payments on the senior notes is also subject to the terms and restrictions set forth in the senior credit facility and the indenture governing the senior subordinated notes.  For example, under the terms of the senior credit facility, during any period that CBD Media is in default under the senior credit facility (including for failure to maintain required financial ratios) it would be prohibited from making distributions to us for the purpose of allowing us to make regularly scheduled interest payments on the senior notes.  Moreover, the terms of the senior credit facility currently do not permit CBD Media to make distributions to us in order to permit us to repurchase senior notes in connection with a change of control or asset sale as may be required under the indenture governing the senior notes.  Any failure by us to make such payments or to repurchase senior notes would be a default under the indenture governing the senior notes.  Further, the terms of the indenture governing the senior subordinated notes significantly restrict CBD Media and its subsidiaries from paying dividends or distributions to us and otherwise transferring assets to us if the aggregate amount of such dividends, distributions and transfers, together with all other restricted payments made by CBD Media since July 1, 2003, would exceed the sum of an amount calculated pursuant to a formula taking into account, among other things, the amount of CBD Medias consolidated cash flow since July 1, 2003.  There is no exception to this restriction in the indenture governing the senior subordinated notes that would specifically permit us to pay interest and liquidated damages, if any, on the senior notes, repay the senior notes at maturity or to repurchase senior notes in connection with an asset sale or change of control transaction.  Moreover, CBD Medias ability to make any such dividends, distributions or other restricted payments requires that CBD Media (1) not be in default under the indenture and (2) be in compliance with the leverage ratio set forth in such indenture (which measures its ratio of indebtedness to consolidated cash flow).  In June and July 2003 as part of the 2003 recapitalization, CBD Media made to us, and correspondingly we made to our equity holders, aggregate distributions of approximately $128.3 million.  As part of the 2004 recapitalization, CBD Media made distributions to us of approximately $30.0 million, including $7.0 million from available cash.  We paid a distribution to our equity holders of approximately $127.0 million, consisting of the aforementioned $30.0 million received from CBD Media together with the net proceeds from the offering of the senior notes.  Employee equity holders received distributions as follows:  50% (approximately $1.3 million) was paid at closing and the remaining 50% (approximately $1.3 million) escrowed subject to time vesting of three years.  As a result of these distributions, a significant amount of cash is unavailable to make payments on CBD Medias indebtedness or on the senior notes.  We have had, and expect to continue to have in the future, limited cash and cash equivalents on hand.  Our primary source of liquidity is, and 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 portion of the senior credit facility.  Following the payment of these distributions to us, CBD Media has limited capacity to make distributions to us in the near future.  Given the restrictions on CBD Media under the debt covenants, we currently anticipate that, in order to make scheduled payments of interest and liquidated damages, if any, on the senior notes, CBD Media will be required to (1) generate, every six months, restricted payment capacity under the restricted payment covenant under the indenture governing the senior subordinated notes in excess of $4.625 million and (2) have the ability to incur at least $1.00 of additional debt under such indenture.  Based on our current levels of operations, we believe that our cash flow from operations and available borrowings under the senior credit facility will be adequate to meet our consolidated liquidity for the foreseeable future and to permit CBD Media to make distributions to us to make scheduled interest payments on the senior notes.  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 the 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  19   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 and our ability to generate cash depends on many factors beyond our control.  The following table outlines the financial ratios for CBD Media to be in compliance with the financial covenants of the term loan facility:  PeriodLeverage Ratio
Max.Leverage Ratio at
March 31, 2007January 1, 2007 through June 30, 20077.50 to 1.007.03 to 1.00July 1, 2007 through December 31, 20077.25 to 1.00January 1, 2008 through June 30, 20087.00 to 1.00For each fiscal quarter from July 1, 2008 through December 31, 20096.75 to 1.00PeriodSenior Leverage RatioMax.Senior Leverage Ratio at
March 31, 2007October 1, 2006 through September 30, 20072.75 to 1.002.16 to 1.00For each fiscal quarter from October 1, 2007 through December 31, 20092.50 to 1.00PeriodInterest CoverageRatio  Min.Senior Leverage Ratio at
March 31, 2007For each fiscal quarter from January 1, 2007 and thereafter1.35 to 1.001.62 to 1.00  Agreements with affiliates.We were a party to an advisory agreement dated March 7, 2002 and further amended on June 13, 2003, with a related party, Applegate & Collatos, Inc., or ACI.  This advisory agreement requires us to make quarterly payments of $500,000 to ACI and reimburse ACI for its reasonable expenses.  Pursuant to a letter of instruction effective October 1, 2003, ACI directed us to make quarterly payments to CBD Holdings (capped at $500,000) and without additional payments for reimbursements of expenses.  Such quarterly payments were received by CBD Holdings for the period from October 1, 2003 until September 30, 2004, and then paid by CBD Holdings to ACI.  The letter of instruction has been withdrawn and, pursuant to the advisory agreement, we made quarterly payments of $500,000 to ACI directly and reimbursed ACI for reasonable expenses, effective October 1, 2004.  Such advisory agreement terminated upon the consummation of the Combination.  No amounts were paid to ACI during the quarter ended March 31, 2007.  In connection with the Combination, CBD Media and LIMI entered into a management services agreement.  This advisory agreement requires CBD Media to make an annual payment of $2 million to LIMI.  CBD paid $2 million to LIMI in the quarter ended March 31, 2007 and will recognize such payment over the twelve months in 2007.  Forward-Looking Statements  In this periodic report on Form 10-Q, we make 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, including our ability to generate cash flow in the future and our ability to service our debt obligations. 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;   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;  20    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 About Market Risk.  Interest on the senior subordinated notes issued is charged at a fixed rate. As of March 31, 2007, approximately 69% 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. 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 $1.1 million.  Item 4. Controls and Procedures.   The management of CBD Holdings is responsible for establishing and maintaining adequate internal control over financial reporting.  CBD Holdings internal control system was designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation and fair presentation of published financial statements.  All internal control systems, no matter how well designed, have inherent limitation.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  An internal control material weakness is a significant deficiency or aggregation of deficiencies, that does not reduce to a relatively low level the risk that material misstatements in financial statements will be prevented or detected on a timely basis by employees in the normal course of their work.  An internal control over financial reporting significant deficiency, or aggregation of deficiencies, is one that could result in a misstatement of the financial statements that is more than inconsequential.  The management of CBD Holdings assessed the effectiveness of the company's internal control over financial reporting as of March 31, 2007, and this assessment identified the following material weakness in the Company's internal control over financial reporting.  The Company determined that the accounting, auditing, control, and oversight functions regarding its financial statements and financial reporting obligations was too centralized to provide adequate and effective controls.  Because of the over-centralization of these functions, the Company determined that the possibility of material misstatements going undetected was greater than a relatively low level.  In order to address this weakness, management will review de-centralizing the preparation and review of its financial statements and reports.  Because of the material weakness described in the preceding paragraph, management believes that as of March 31, 2007, the Company's internal control over financial reporting was not effective.  During the period covered by this report, there were no changes in the Companys internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.   21   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 1A. Risk Factors.  There have been no significant changes to the risk factors disclosed in the Companys Annual Report on Form 10-K for the year ended December 31, 2006.  Item 2. Unregistered Sales of Equity Securities and use of Proceeds.Not applicable.  Item 3. Defaults upon Senior Securities.Not applicable.  Item 4. Submission of Matters to a Vote of Security Holders.Not applicable.  Item 5. Other Information.Not applicable.  Item 6. Exhibits  Exhibit 2.1Contribution Agreement dated as of December 11, 2006, by and among Local Insight Media, LLC, CBD Investor, Inc., Cincinnati Bell Inc. Holdings, the holders of equity securities of CBD Investor, Inc., the holders of Class C Units of CBD Media Holdings LLC, and the holders of equity securities of Local Insight Media, LLC (incorporated by reference to Exhibit 2.1 to CBD Media Holdings Current Report on Form 8-K filed March 26, 2007).Exhibit 3.1Amended and Restated Certificate of Formation of CBD Media Holdings LLC, filed March 4, 2002 (incorporated by reference to Exhibit 3.1 to CBD Media Holdings Registration Statement on Form S-4 (No. 333-121185) filed December 13, 2004).Exhibit 3.2Certificate of Incorporation of CBD Holdings Finance Inc., filed October 13, 2004 (incorporated by reference to Exhibit 3.2 to CBD Media Holdings Registration Statement on Form S-4 (No. 333-121185) filed December 13, 2004).Exhibit 3.3Limited Liability Agreement of CBD Media Holdings LLC, dated March 7, 2002 (incorporated by reference to Exhibit 3.3 to CBD Media Holdings Registration Statement on Form S-4 (No. 333-121185) filed December 13, 2004).Exhibit 3.4First Amendment to the Limited Liability Agreement of CBD Media Holdings LLC, dated June 12, 2003 (incorporated by reference to Exhibit 3.4 to CBD Media Holdings Registration Statement on Form S-4 (No. 333-121185) filed December 13, 2004).Exhibit 3.5Bylaws of CBD Media Holdings LLC (incorporated by reference to Exhibit 3.5 to CBD Media Holdings Registration Statement on Form S-4 (No. 333-121185) filed December 13, 2004).Exhibit 3.6Bylaws of CBD Holdings Finance, Inc. (incorporated by reference to Exhibit 3.6 to CBD Media Holdings Registration Statement on Form S-4 (No. 333-121185) filed December 13, 2004).Exhibit 3.7Second Amendment to Limited Liability Company Agreement of CBD Media Holdings LLC (incorporated by reference to Exhibit 3.1 to CBD Media Holdings Current Report on Form 8-K filed March 26, 2007).  22    Exhibit 3.8Third Amendment to Limited Liability Company Agreement of CBD Media Holdings LLC (incorporated by reference to Exhibit 3.2 to CBD Media Holdings Current Report on Form 8-K filed March 26, 2007).Exhibit 4.1Indenture with respect to the 91⁄4% Senior Notes due 2012, among CBD Media Holdings LLC, CBD Holdings Finance, Inc. and HSBC Bank USA, National Association, as trustee, dated October 26, 2004 (incorporated by reference to Exhibit 4.1 to CBD Holdings Registration Statement on Form S-4 (No. 333-121185) filed December 13, 2004).Exhibit 4.2Form of 91⁄4% Registered Global Note due 2012 (incorporated by reference to Exhibit 4.2 to CBD Holdings Registration Statement on Form S-4 (No. 333-121185) filed December 13, 2004).Exhibit 4.3Exchange and Registration Rights Agreement, dated October 26, 2004, by and among CBD Media Holdings LLC, CBD Holdings Finance, Inc. and Lehman Brothers Inc. on behalf of the initial purchasers (incorporated by reference to Exhibit 4.3 to CBD Holdings Registration Statement on Form S-4 (No. 333-121185) filed December 13, 2004.Exhibit 4.4Purchase Agreement, dated October 21, 2004, by and among CBD Media Holdings LLC, CBD Holdings Finance, Inc. and Lehman Brothers Inc., on behalf of initial purchasers and the financial institutions and entities thereto as Lenders (incorporated by reference to Exhibit 4.4 to CBD Holdings Registration Statement on Form S-4 (No. 333-121185) filed December 13, 2004).Exhibit 10.1Credit Agreement, dated June 13, 2003, by and among CBD Media LLC, CBD Media Holdings LLC, the lenders party thereto and Lehman Commercial Paper Inc. as administrative agent with Lehman Brothers Inc. as joint-lead arranger and book runner, Bank of America Securities LLC as joint-leader arranger and book runner, Bank of America, N.A. as syndication agent and Toronto Dominion (Texas), Inc., as Documentation Agent (incorporated by reference to Exhibit 10.1 to CBD Medias Registration Statement on Form S-4 (No. 333-107783) filed August 8, 2003).Exhibit 10.2Directory Services Agreement by and between CBD Media LLC and L.M. Berry and Company, dated September 1, 2002 (incorporated by reference to Exhibit 10.2 to CBD Medias Amendment No. 1 to Registration Statement on Form S-4/A (No. 333-107783) filed November 6, 2003).Exhibit 10.3Billing and Collection Services Operating Agreement between Cincinnati Bell Telephone and CBD Media, Inc., dated February 4, 2002 (incorporated by reference to Exhibit 10.3 to CBD Medias Registration Statement on Form S-4 (No. 333-107783) filed August 8, 2003).Exhibit 10.4License Agreement between Cincinnati Bell Inc. and CBD Media, Inc., dated as of February 4, 2002 (incorporated by reference to Exhibit 10.4 to CBD Medias Registration Statement on Form S-4 (No. 333-107783) filed August 8, 2003).Exhibit 10.5**Agreement between Cincinnati Bell Directory Inc. and Quebecor Printing Directory Sales Corporation (now known as Quebecor World Directory Sales Corporation) dated January 1, 1999 and as amended November 20, 2001.Exhibit 10.6*Directory Delivery Agreement between Cincinnati Bell Directory, Inc. and Directory Distributing Associates, Inc., dated January 1, 2003.Exhibit 10.7*Advisory Fee Letter Agreement by and between CBD Media LLC and Applegate & Collatos, Inc., dated as of March 7, 2002.Exhibit 10.8*Amendment to the Letter Agreement of March 7, 2002, dated as of June 13, 2003.Exhibit 10.9**Amended and Restated Employment Agreement between CBD Media LLC and Douglas A. Myers dated March 4, 2002.Exhibit 10.10**Employment Agreement between CBD Media LLC and John P. Schwing dated March 8, 2002.Exhibit 10.11**Employment Agreement between CBD Media LLC and David D. Miller dated March 8, 2002.Exhibit 10.12Amendment to Letter Agreement of March 7, 2002 and amended June 13, 2003, dated as of December 23, 2003.  23    Exhibit 10.13First Amendment and Waive to Credit Agreement, dated February 5, 2004 to the Credit Agreement, dated as of June 13, 2003, among CBD Media Holdings LLC, CBD Media LLC, the financial institutions and entities from time to time parties thereto, and Lehman Commercial Paper Inc., as administrative agent.Exhibit 10.14Amendment No. 6 by and between CBD Media, LLC and Quebecor World Directory Sales Corporation and Quebecor World Hazleton, Inc. dated November 16, 2005, which amends the Printing and Binding Agreement dated July 23, 1998, as amended as of December 22, 1999, November 20, 2001, December 10, 2004 and March 18, 2004.Exhibit 31.1Certification of Periodic Report by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.Exhibit 31.2Certification of Periodic Report by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.Exhibit 32.1Certification 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.*   * As filed with CBD Media LLCs Registration Statement on Form S-4 (No. 333-107783) filed August 8, 2003. ** As filed with CBD Media LLCs Amendment No. 1 on Form S-4 (No. 333-107783) filed November 5, 2003. *** 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.     24    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 HOLDINGS LLCDate: May 14, 2007By:/s/ DOUGLAS A. MYERSName:Douglas A. MyersTitle:Chief Executive Officer    25   Exhibit 31.1  CERTIFICATION OF CHIEF EXECUTIVE OFFICER  I, Douglas A. Myers, Chief Executive Officer of CBD Media Holdings LLC certify that:  1. I have reviewed this report on Form 10-Q of CBD Media Holdings LLC;  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;  4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  b) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  c) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and  5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.  Date: May 14, 2007By:/s/ DOUGLAS A. MYERSName:Douglas A. MyersTitle:Chief Executive Officer   26   Exhibit 31.2  CERTIFICATION OF CHIEF FINANCIAL OFFICER  I, John P. Schwing, Chief Financial Officer of CBD Media Holdings LLC certify that:  1. I have reviewed this report on Form 10-Q of CBD Media Holdings LLC;  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;  4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  b) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  c) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and  5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.  Date: May 14, 2007By:/s/ JOHN P. SCHWINGName:John P. SchwingTitle:Chief Financial Officer  27     Exhibit 32.1  CERTIFICATION OF PERIODIC REPORT  The undersigned officers of CBD Media Holdings LLC hereby certifies pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:  1. the periodic report on Form 10-Q of CBD Media Holdings LLC for the quarter ended March 31, 2007(the Report) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and  2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of CBD Media Holdings LLC.  Date: May 14, 2007By:/s/ DOUGLAS A. MYERSName:Douglas A. MyersTitle:Chief Executive Officer  Date: May 14, 2007By:/s/ JOHN P. SCHWINGName:John P. SchwingTitle:Chief Financial Officer  The foregoing certification 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.  A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.  28