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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-Q

(Mark one)



|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------



|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO
_____________
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------

Commission File Number 333-42085

TRANSWESTERN PUBLISHING COMPANY LLC
(Exact name of registrant as specified in its charter)

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



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

(858) 467-2800
(Registrants telephone number, including area code)

Indicate by check mark whether each registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No  [    ]



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TABLE OF CONTENTS



|                           |                                                                                                           |                                                      |  |  |  |  |  | 
|-------------------------- | --------------------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|                           |                                                                                                           | CONSOLIDATED BALANCE SHEETS                         
|                           |                                                                                                           | CONSOLIDATED STATEMENTS OF OPERATIONS               
|                           |                                                                                                           | CONSOLIDATED STATEMENTS OF CASH FLOWS               
|                           |                                                                                                           | NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|                           | ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED)
|                           | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                       
|                           | ITEM 4. CONTROLS AND PROCEDURES                                                                          
|PART II. OTHER INFORMATION
|                           | ITEM 1. LEGAL PROCEEDINGS                                                                                
|                           | ITEM 2. CHANGES IN SECURITIES                                                                            
|                           | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                                  
|                           | ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS                                                
|                           | ITEM 5. OTHER INFORMATION                                                                                
|                           | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                                 
|SIGNATURES                
|EXHIBIT 10.1              



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TRANSWESTERN PUBLISHING COMPANY LLC
FORM 10-Q INDEX

|           |  |                                                                                                                               |    |  |    |      |  | 
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------- | -- |  | -- | ---- |  | 
|           |  |                                                                                                                               |    |  |    | PAGE
|           |  |                                                                                                                               |    |  |    |     
|PART I.    |  | FINANCIAL INFORMATION                                                                                                         |    |  |    |     
|          
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|Item 1.    |  | Financial Statements                                                                                                          |    |  |    |     
|          
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|           |  | Consolidated Balance Sheets as of September 30, 2002 (unaudited) and December 31, 2001                                        |    |  | 3  |     
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|           |  | Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2002 (unaudited) and 2001 (unaudited) |    |  | 4  |     
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|           |  | Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 (unaudited) and 2001 (unaudited)           |    |  | 5  |     
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|           |  | Notes to Unaudited Consolidated Financial Statements                                                                          |    |  | 6  |     
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|Item 2.    |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                                         |    |  | 12 |     
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|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                                    |    |  | 18 |     
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|Item 4.    |  | Controls and
Procedures                                                                                                       |    |  | 18 |     
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|PART II.   |  | OTHER INFORMATION                                                                                                             |    |  |    |     
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|Item 1.    |  | Legal Proceedings                                                                                                             |    |  | 18 |     
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|Item 2.    |  | Changes in Securities                                                                                                         |    |  | 18 |     
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|Item 3.    |  | Defaults upon Senior Securities                                                                                               |    |  | 18 |     
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|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                                           |    |  | 18 |     
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|Item 5.    |  | Other Information                                                                                                             |    |  | 18 |     
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|Item 6.    |  | Exhibits and Reports on Form 8-K                                                                                              |    |  | 18 |     
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|SIGNATURES |  |                                                                                                                               | 19 | 

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TRANSWESTERN PUBLISHING COMPANY LLC
CONSOLIDATED BALANCE SHEETS
(in thousands)

|                                     |                                                                                                                              |                               |         |               |         |              |         |         |         | 
|------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ------- | ------------- | ------- | ------------ | ------- | ------- | ------- | 
|                                     |                                                                                                                              |                               |         | SEPTEMBER 30, |         | DECEMBER 31,
|                                     |                                                                                                                              |                               |         | 2002          |         | 2001        
|                                     |                                                                                                                              |                               |         |               |         |             
|                                     |                                                                                                                              |                               |         | (UNAUDITED)   |         |              |         |        
|ASSETS                               |                                                                                                                              |                               |         |               |         |              |         |        
|Current assets:                      |                                                                                                                              |                               |         |               |         |              |         |        
|                                     | Cash                                                                                                                         |                               | $       | 32,482        |         |              | $       | 26,913  |        
|                                     | Trade receivable, (net of allowance for doubtful accounts of $20,721
at September 30, 2002 and $19,444 at December 31, 2001) |                               |         | 103,428       |         |              |         | 92,714  |        
|                                     | Deferred directory costs                                                                                                     |                               |         | 27,173        |         |              |         | 25,617  |        
|                                     | Other current assets                                                                                                         |                               |         | 4,774         |         |              |         | 3,245   |        
|                                     |                                                                                                                              |                               |         |               |         |              |         |        
|                                     |                                                                                                                              | Total current assets          |         |               | 167,857 |              |         |         | 148,489 | 
|Non-current assets:                  |                                                                                                                              |                               |         |               |         |              |         |        
|                                     | Property, equipment and leasehold improvements, net                                                                          |                               |         | 5,660         |         |              |         | 6,590   |        
|                                     | Acquired intangibles, net                                                                                                    |                               |         | 249,836       |         |              |         | 252,403 |        
|                                     | Debt issuance costs, net                                                                                                     |                               |         | 11,574        |         |              |         | 13,192  |        
|                                     |                                                                                                                              |                               |         |               |         |              |         |        
|                                     |                                                                                                                              | Total non-current assets      |         |               | 267,070 |              |         |         | 272,185 | 
|                                     |                                                                                                                              |                               |         |               |         |              |         |        
|Total assets                         |                                                                                                                              | $                             | 434,927 |               |         | $            | 420,674 |        
|                                     |                                                                                                                              |                               |         |               |         |              |         |        
|LIABILITIES AND MEMBER DEFICIT       |                                                                                                                              |                               |         |               |         |              |         |        
|Current liabilities:                 |                                                                                                                              |                               |         |               |         |              |         |        
|                                     | Accounts payable                                                                                                             |                               | $       | 15,610        |         |              | $       | 17,851  |        
|                                     | Salaries and benefits payable                                                                                                |                               |         | 10,960        |         |              |         | 9,883   |        
|                                     | Accrued acquisition costs                                                                                                    |                               |         | 4,820         |         |              |         | 7,447   |        
|                                     | Accrued interest                                                                                                             |                               |         | 9,015         |         |              |         | 4,028   |        
|                                     | Other accrued liabilities                                                                                                    |                               |         | 2,017         |         |              |         | 2,249   |        
|                                     | Equity trust distribution payable                                                                                            |                               |         |              |         |              |         | 2,902   |        
|                                     | Customer deposits                                                                                                            |                               |         | 36,406        |         |              |         | 25,420  |        
|                                     | Current portion, long-term debt                                                                                              |                               |         | 5,912         |         |              |         | 5,055   |        
|                                     |                                                                                                                              |                               |         |               |         |              |         |        
|                                     |                                                                                                                              | Total current liabilities     |         |               | 84,740  |              |         |         | 74,835  | 
|Long-term debt:                      |                                                                                                                              |                               |         |               |         |              |         |        
|                                     | Series F Senior Subordinated Notes                                                                                           |                               |         | 215,676       |         |              |         | 215,777 |        
|                                     | Senior credit facility Term A Loan                                                                                           |                               |         | 27,388        |         |              |         | 30,545  |        
|                                     | Senior credit facility Term B Loan                                                                                           |                               |         | 195,500       |         |              |         | 197,000 |        
|                                     | Other long-term liabilities                                                                                                  |                               |         | 300           |         |              |         | 300     |        
|                                     |                                                                                                                              |                               |         |               |         |              |         |        
|                                     |                                                                                                                              | Total non-current liabilities |         |               | 438,864 |              |         |         | 443,622 | 
|                                     |                                                                                                                              |                               |         |               |         |              |         |        
|                                     |                                                                                                                              | Total liabilities             |         |               | 523,604 |              |         |         | 518,457 | 
|                                     |                                                                                                                              |                               |         |               |         |              |         |        
|Member deficit                       |                                                                                                                              |                               | (88,677 | )             |         |              | (97,783 | )      
|                                     |                                                                                                                              |                               |         |               |         |              |         |        
|Total liabilities and member deficit |                                                                                                                              | $                             | 434,927 |               |         | $            | 420,674 |        
|                                     |                                                                                                                              |                               |         |               |         |              |         |        

See accompanying notes.

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

|                                            |                                          |   |                    |        |                   |   |         |        |      |   |         |         |  |   |         |        | 
|------------------------------------------- | ---------------------------------------- | - | ------------------ | ------ | ----------------- | - | ------- | ------ | ---- | - | ------- | ------- |  | - | ------- | ------ | 
|                                            |                                          |   | THREE MONTHS ENDED |        | NINE MONTHS ENDED
|                                            |                                          |   | SEPTEMBER 30,      |        | SEPTEMBER 30,    
|                                            |                                          |   |                    |        |                  
|                                            |                                          |   | 2002               |        | 2001              |   | 2002    |        | 2001
|                                            |                                          |   |                    |        |                   |   |         |        |     
|Net revenues                                |                                          | $ | 75,036             |        |                   | $ | 63,634  |        |      | $ | 238,552 |         |  | $ | 158,765 |       
|Cost of revenues                            |                                          |   | 14,211             |        |                   |   | 14,949  |        |      |   | 43,132  |         |  |   | 34,348  |       
|                                            |                                          |   |                    |        |                   |   |         |        |      |   |         |         |  |   |         |       
|Gross profit                                |                                          |   | 60,825             |        |                   |   | 48,685  |        |      |   | 195,420 |         |  |   | 124,417 |       
|Operating expenses:                         |                                          |   |                    |        |                   |   |         |        |      |   |         |         |  |   |         |       
|                                            | Sales and marketing                      |   |                    | 37,080 |                   |   |         | 29,015 |      |   |         | 108,007 |  |   |         | 73,331 | 
|                                            | General and administrative               |   |                    | 19,199 |                   |   |         | 26,038 |      |   |         | 52,236  |  |   |         | 51,676 | 
|                                            | Recapitalization transaction costs       |   |                    |       |                   |   |         |       |      |   |         |        |  |   |         | 15,371 | 
|                                            | Contribution to equity compensation plan |   |                    |       |                   |   |         | 616    |      |   |         |        |  |   |         | 5,805  | 
|                                            |                                          |   |                    |        |                   |   |         |        |      |   |         |         |  |   |         |       
|Total operating expenses                    |                                          |   | 56,279             |        |                   |   | 55,669  |        |      |   | 160,243 |         |  |   | 146,183 |       
|                                            |                                          |   |                    |        |                   |   |         |        |      |   |         |         |  |   |         |       
|Income (loss) from operations               |                                          |   | 4,546              |        |                   |   | (6,984  | )      |      |   | 35,177  |         |  |   | (21,766 | )     
|Other income (loss), net                    |                                          |   | 23                 |        |                   |   | 343     |        |      |   | (109    | )       |  |   | 287     |       
|Interest expense                            |                                          |   | (8,653             | )      |                   |   | (10,041 | )      |      |   | (25,963 | )       |  |   | (23,224 | )     
|                                            |                                          |   |                    |        |                   |   |         |        |      |   |         |         |  |   |         |       
|Net income (loss) before extraordinary loss |                                          | $ | (4,084             | )      |                   | $ | (16,682 | )      |      | $ | 9,105   |         |  | $ | (44,703 | )     
|Extraordinary loss                          |                                          |   |                   |        |                   |   |        |        |      |   |        |         |  |   | (3,515  | )     
|                                            |                                          |   |                    |        |                   |   |         |        |      |   |         |         |  |   |         |       
|Net income (loss)                           |                                          | $ | (4,084             | )      |                   | $ | (16,682 | )      |      | $ | 9,105   |         |  | $ | (48,218 | )     
|                                            |                                          |   |                    |        |                   |   |         |        |      |   |         |         |  |   |         |       
|Net income (loss) per member unit           |                                          | $ | (4,084             | )      |                   | $ | (16,682 | )      |      | $ | 9,105   |         |  | $ | (48,218 | )     
|                                            |                                          |   |                    |        |                   |   |         |        |      |   |         |         |  |   |         |       
|Basic and diluted member units outstanding  |                                          |   | 1                  |        |                   |   | 1       |        |      |   | 1       |         |  |   | 1       |       
|                                            |                                          |   |                    |        |                   |   |         |        |      |   |         |         |  |   |         |       

See accompanying notes.

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

|                                                                                            |                                                                                     |                                 |         |                   |         |      |          |          |         |  
|------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | ------------------------------- | ------- | ----------------- | ------- | ---- | -------- | -------- | ------- | -
|                                                                                            |                                                                                     |                                 |         | NINE MONTHS ENDED
|                                                                                            |                                                                                     |                                 |         | SEPTEMBER 30,    
|                                                                                            |                                                                                     |                                 |         |                  
|                                                                                            |                                                                                     |                                 |         | 2002              |         | 2001
|                                                                                            |                                                                                     |                                 |         |                   |         |     
|OPERATING ACTIVITIES                                                                        |                                                                                     |                                 |         |                   |         |      |          |         
|Net income (loss)                                                                           |                                                                                     | $                               | 9,105   |                   |         | $    | (48,218  | )       
|Adjustments to reconcile net income (loss) to cash provided (used)
by operating activities: |                                                                                     |                                 |         |                   |         |      |          |         
|                                                                                            | Loss on early extinguishment of debt                                                |                                 |         |                  |         |      |          | 3,515    |        
|                                                                                            | Write-down of investment in Eversave                                                |                                 |         |                  |         |      |          | 250      |        
|                                                                                            | Loss on write-off of fixed assets                                                   |                                 |         | 606               |         |      |          |         |        
|                                                                                            | Depreciation and amortization                                                       |                                 |         | 30,563            |         |      |          | 33,425   |        
|                                                                                            | Amortization of deferred debt issuance costs                                        |                                 |         | 1,790             |         |      |          | 1,321    |        
|                                                                                            | Provision for doubtful accounts                                                     |                                 |         | 27,536            |         |      |          | 16,742   |        
|                                                                                            | Changes in operating assets and liabilities, excluding the
effects of acquisitions: |                                 |         |                   |         |      |          |          |        
|                                                                                            |                                                                                     | Trade receivables               |         |                   | (10,628 | )    |          |          | (1,350  | )
|                                                                                            |                                                                                     | Write-off of doubtful accounts  |         |                   | (27,695 | )    |          |          | (14,567 | )
|                                                                                            |                                                                                     | Recoveries of doubtful accounts |         |                   | 1,529   |      |          |          | 1,468   |  
|                                                                                            |                                                                                     | Deferred directory costs        |         |                   | (1,291  | )    |          |          | (5,932  | )
|                                                                                            |                                                                                     | Other current assets            |         |                   | (1,529  | )    |          |          | (403    | )
|                                                                                            |                                                                                     | Accounts payable                |         |                   | (3,194  | )    |          |          | (4,844  | )
|                                                                                            |                                                                                     | Accrued liabilities             |         |                   | (4,664  | )    |          |          | (13,103 | )
|                                                                                            |                                                                                     | Accrued interest                |         |                   | 4,987   |      |          |          | 7,734   |  
|                                                                                            |                                                                                     | Customer deposits               |         |                   | 11,696  |      |          |          | 10,005  |  
|                                                                                            |                                                                                     | Equity trust payable            |         |                   | (2,902  | )    |          |          | 2,902   |  
|                                                                                            |                                                                                     |                                 |         |                   |         |      |          |         
|Cash provided by (used in) operating activities                                             |                                                                                     |                                 | 35,909  |                   |         |      | (11,055  | )       
|INVESTING ACTIVITIES                                                                        |                                                                                     |                                 |         |                   |         |      |          |         
|Purchase of property, equipment and leasehold improvements                                  |                                                                                     |                                 | (1,112  | )                 |         |      | (970     | )       
|Cash paid for acquisition of WorldPages.com, net of cash acquired                           |                                                                                     |                                 |        |                   |         |      | (140,299 | )       
|Acquisition of directories                                                                  |                                                                                     |                                 | (24,046 | )                 |         |      | (14,748  | )       
|Deferred financing costs and other assets                                                   |                                                                                     |                                 | (969    | )                 |         |      | (7,440   | )       
|                                                                                            |                                                                                     |                                 |         |                   |         |      |          |         
|Cash used for investing activities                                                          |                                                                                     |                                 | (26,127 | )                 |         |      | (163,457 | )       
|FINANCING ACTIVITIES                                                                        |                                                                                     |                                 |         |                   |         |      |          |         
|Borrowings under long-term debt agreements:                                                 |                                                                                     |                                 |         |                   |         |      |          |         
|                                                                                            | Revolving credit facility                                                           |                                 |         |                  |         |      |          | 61,700   |        
|                                                                                            | Senior term loans                                                                   |                                 |         |                  |         |      |          | 235,220  |        
|                                                                                            | 9 5/8% Senior Subordinated Notes                                                    |                                 |         |                  |         |      |          | 74,553   |        
|Repayments of long-term debt:                                                               |                                                                                     |                                 |         |                   |         |      |          |         
|                                                                                            | Revolving credit facility                                                           |                                 |         |                  |         |      |          | (84,200  | )      
|                                                                                            | Senior term loans and note payable                                                  |                                 |         | (3,800            | )       |      |          | (107,395 | )      
|                                                                                            | Repayment of debt assumed in acquisition of WorldPages                              |                                 |         |                  |         |      |          | (73,534  | )      
|Repayments of debt assumed in WorldPages.com acquisition                                    |                                                                                     |                                 | (413    | )                 |         |      |         |         
|Contributions from member                                                                   |                                                                                     |                                 |        |                   |         |      | 125,055  |         
|Redemption of member unit                                                                   |                                                                                     |                                 |        |                   |         |      | (30,004  | )       
|                                                                                            |                                                                                     |                                 |         |                   |         |      |          |         
|Cash provided by (used in) financing activities                                             |                                                                                     |                                 | (4,213  | )                 |         |      | 201,395  |         
|                                                                                            |                                                                                     |                                 |         |                   |         |      |          |         
|Net increase in cash                                                                        |                                                                                     |                                 | 5,569   |                   |         |      | 26,883   |         
|Cash at beginning of period                                                                 |                                                                                     |                                 | 26,913  |                   |         |      | 1,961    |         
|                                                                                            |                                                                                     |                                 |         |                   |         |      |          |         
|Cash at end of period                                                                       |                                                                                     | $                               | 32,482  |                   |         | $    | 28,844   |         
|                                                                                            |                                                                                     |                                 |         |                   |         |      |          |         
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                           |                                                                                     |                                 |         |                   |         |      |          |         
|Cash paid for interest                                                                      |                                                                                     | $                               | 19,126  |                   |         | $    | 14,341   |         
|                                                                                            |                                                                                     |                                 |         |                   |         |      |          |         

See accompanying notes.

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

1. GENERAL

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

These financial statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC) and, in the
opinion of management, reflect all adjustments necessary to present fairly the
financial position, results of operations and cash flows for the periods
presented in conformity with accounting principles generally accepted in the
United States. All adjustments were of a normal recurring nature. All material
intercompany balances and transactions have been eliminated. These financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Companys Form 10-K for the fiscal
year ended December 31, 2001. The 10-K is available on the Internet at
http://www.sec.gov.

Certain amounts in prior period consolidated financial statements have been
reclassified to conform to the presentation for the three and nine months ended
September 30, 2002.

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

2. FINANCIAL STATEMENT DETAILS

Property, Equipment and Leasehold Improvements

|                                               |  |               |        |              |  |   |        |  
|---------------------------------------------- |  | ------------- | ------ | ------------ |  | - | ------ | -
|                                               |  | SEPTEMBER 30, |        | DECEMBER 31,
|                                               |  | 2002          |        | 2001        
|                                               |  |               |        |             
|Land and building                              |  | $             |       |              |  | $ | 611    |  
|Computer and office equipment                  |  |               | 11,141 |              |  |   | 10,219 |  
|Furniture and fixtures                         |  |               | 2,764  |              |  |   | 2,492  |  
|Leasehold improvements                         |  |               | 798    |              |  |   | 660    |  
|                                               |  |               |        |              |  |   |        |  
|                                               |  |               | 14,703 |              |  |   | 13,982 |  
|Less accumulated depreciation and amortization |  |               | (9,043 | )            |  |   | (7,392 | )
|                                               |  |               |        |              |  |   |        |  
|                                               |  | $             | 5,660  |              |  | $ | 6,590  |  
|                                               |  |               |        |              |  |   |        |  

Acquired Intangibles

|                              |                           |   |               |         |              |   |          |         | 
|----------------------------- | ------------------------- | - | ------------- | ------- | ------------ | - | -------- | ------- | 
|                              |                           |   | SEPTEMBER 30, |         | DECEMBER 31,
|                              |                           |   | 2002          |         | 2001        
|                              |                           |   |               |         |             
|Customer base                 |                           | $ | 222,962       |         |              | $ | 209,676  |        
|Goodwill                      |                           |   | 168,191       |         |              |   | 159,689  |        
|Licensing agreements          |                           |   | 1,224         |         |              |   | 1,224    |        
|Non compete and other         |                           |   | 7,296         |         |              |   | 2,621    |        
|                              |                           |   |               |         |              |   |          |        
|                              |                           |   | 399,673       |         |              |   | 373,210  |        
|Less accumulated amortization |                           |   | (149,837      | )       |              |   | (120,807 | )      
|                              |                           |   |               |         |              |   |          |        
|                              | Acquired intangibles, net |   | $             | 249,836 |              |   | $        | 252,403 | 
|                              |                           |   |               |         |              |   |          |        

Debt issuance costs

|                              |                          |   |               |        |              |   |        |        | 
|----------------------------- | ------------------------ | - | ------------- | ------ | ------------ | - | ------ | ------ | 
|                              |                          |   | SEPTEMBER 30, |        | DECEMBER 31,
|                              |                          |   | 2002          |        | 2001        
|                              |                          |   |               |        |             
|Debt issuance costs           |                          | $ | 17,199        |        |              | $ | 17,027 |       
|Less accumulated amortization |                          |   | (5,625        | )      |              |   | (3,835 | )     
|                              |                          |   |               |        |              |   |        |       
|                              | Debt issuance costs, net |   | $             | 11,574 |              |   | $      | 13,192 | 
|                              |                          |   |               |        |              |   |        |       

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

3. LONG TERM DEBT

As of September 30, 2002 the Company had total outstanding long term
indebtedness of $438.9 million, including $215.7 million of Series F 9 5/8%
Senior Subordinated Notes due 2007, $27.4 million of outstanding borrowings
under the Term A loan due 2007, $195.5 million of outstanding borrowings under
the Term B loan due 2008, and $0.3 million in acquisition related debt. As of
September 30, 2002 the Company had no outstanding borrowings under its $65.0
million revolving credit facility.

4. DIRECTORY ACQUISITIONS

Brazos Valley Telephone Directory Company. On February 26, 2002, the
Company purchased certain tangible and intangible assets of Brazos Valley
Telephone Directory Company for a total of $0.5 million. The Company
acquired one directory in the Mansfield/Kennedale area of Texas.

Phone Directories Company, Inc. On March 22, 2002, the Company purchased
certain tangible and intangible assets of Phone Directories Company, Inc. for
a total of $0.8 million. The Company acquired four directories in the Tucson,
Arizona area.

Arnold Advertising, Inc. On April 11, 2002, the Company purchased
the outstanding common stock of Arnold Advertising, Inc. for a total of
$8.1 million. The Company acquired three directories in the north
Los Angeles, California area.

Western Directory, Inc. On May 1, 2002, the Company purchased certain
tangible and intangible assets of Western Directory, Inc. for a total of $3.1
million. The Company acquired two directories in northern Oregon.

Pennco Publishing, Inc. On June 5, 2002, the Company purchased certain
tangible and intangible assets of Pennco Publishing, Inc. for a total of $2.5
million. The Company acquired two directories in northwest Oregon.

West Vista Advertising, Inc. On August 15, 2002, the Company purchased
certain tangible and intangible assets of West Vista Advertising, Inc. for a
total of $9.2 million. The Company acquired seven directories located in
Oregon, Arizona, Utah, and Nevada.

The purchase prices for the acquisitions above have been allocated on a
preliminary basis to the tangible and intangible assets acquired based on their
respective fair values at the date of acquisition, as follows (in

|                                         |  |   |        | 
|---------------------------------------- |  | - | ------ | 
|Goodwill                                 |  | $ | 5,853  | 
|Customer List                            |  |   | 12,492 | 
|Non-compete                              |  |   | 3,075  | 
|Other current and non-current net assets |  |   | 2,626  | 

Assuming that the above acquisitions had occurred on the first day of
the Companys nine month period ended September 30, 2002 and September 30, 2001
the unaudited pro forma results of operations would be as follows:

|                                  |  |                                 |         |      |  |   |         |  
|--------------------------------- |  | ------------------------------- | ------- | ---- |  | - | ------- | -
|                                  |  | Nine months ended September 30,
|                                  |  |                                
|                                  |  | 2002                            |         | 2001
|                                  |  |                                 |         |     
|                                  |  | (Unaudited)                    
|Net revenues                      |  | $                               | 246,127 |      |  | $ | 168,282 |  
|Net income (loss)                 |  |                                 | 10,494  |      |  |   | (48,256 | )
|Net income (loss) per member unit |  |                                 | 10,494  |      |  |   | (48,256 | )

8



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

The above pro forma results give effect to pro forma adjustments for the
revenue and related costs, the amortization of acquired intangibles and interest
expense on borrowings that would have been required to fund the acquisitions.

5. GUARANTEE

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

|                         |  |                                  |        |                                 |  |      |         |      |  |   |        |  |  |   |         |  
|------------------------ |  | -------------------------------- | ------ | ------------------------------- |  | ---- | ------- | ---- |  | - | ------ |  |  | - | ------- | -
|                         |  | Three months ended September 30, |        | Nine months ended September 30,
|                         |  |                                  |        |                                
|                         |  | 2002                             |        | 2001                            |  | 2002 |         | 2001
|                         |  |                                  |        |                                 |  |      |         |     
|                         |  | (Unaudited)                      |        | (Unaudited)                    
|Statement of Operations: |  |                                  |        |                                 |  |      |         |      |  |   |        |  |  |   |         |  
|Net revenues             |  | $                                | 19,638 |                                 |  | $    | 19,144  |      |  | $ | 93,326 |  |  | $ | 20,248  |  
|Gross profit             |  |                                  | 15,383 |                                 |  |      | 14,770  |      |  |   | 76,251 |  |  |   | 15,765  |  
|Operating income (loss)  |  |                                  | (2,031 | )                               |  |      | (8,879  | )    |  |   | 18,263 |  |  |   | (9,312  | )
|Net income (loss)        |  |                                  | (4,922 | )                               |  |      | (12,872 | )    |  |   | 9,486  |  |  |   | (15,071 | )

|                        |  |               |         |              |  |  |         | 
|----------------------- |  | ------------- | ------- | ------------ |  |  | ------- | 
|                        |  | September 30, |         | December 31,
|                        |  | 2002          |         | 2001        
|                        |  |               |         |             
|                        |  | (Unaudited)  
|Balance Sheet:          |  |               |         |              |  |  |         | 
|Current assets          |  | $             | 66,549  |              |  |  | 51,811  | 
|Non-current assets      |  |               | 189,927 |              |  |  | 187,227 | 
|Current liabilities     |  |               | 21,371  |              |  |  | 21,920  | 
|Non-current liabilities |  |               | 208,020 |              |  |  | 210,964 | 

6. RESTRUCTURING AND OTHER CHARGES

In connection with the WorldPages acquisition on June 28, 2001, the
Company approved a plan to restructure the operations of WorldPages and its
subsidiaries. Restructuring costs are composed of committed costs required to
restructure the administrative, production and sales functions into the Companys
operations to achieve beneficial synergies and cost savings. WorldPages
recognized termination costs in accordance with EITF 95-3,
Recognition of Liabilities in Connection with a Business Combination.
The following table displays the liabilities related to the restructuring
and other charges recorded in the net liabilities assumed in the
acquisition of WorldPages:

|                        |  |          |       |          |  |             |        |                    |  |   |      |            |  |   |     | 
|----------------------- |  | -------- | ----- | -------- |  | ----------- | ------ | ------------------ |  | - | ---- | ---------- |  | - | --- | 
|Type of cost:           |  | June 28, |       |          |  |             |        |                    |  |   |      | Balance at
|(in thousands)          |  | 2001     |       | Payments |  | Adjustments |        | September 30, 2002
|                        |  |          |       |          |  |             |        |                   
|Employee separation     |  | $        | 4,100 |          |  | $           | (3,873 | )                  |  |   |     |            |  | $ | 227 | 
|Office lease settlement |  |          | 986   |          |  |             | (716   | )                  |  |   | 87   |            |  |   | 357 | 
|Redundant assets        |  |          | 800   |          |  |             |       |                    |  |   | (800 | )          |  |   |    | 
|                        |  |          |       |          |  |             |        |                    |  |   |      |            |  |   |     | 
|                        |  | $        | 5,886 |          |  | $           | (4,589 | )                  |  | $ | (713 | )          |  | $ | 584 | 
|                        |  |          |       |          |  |             |        |                    |  |   |      |            |  |   |     | 

Management believes that the remaining reserves for restructuring are
adequate to complete its plan.

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

7. LEGAL PROCEEDINGS

On October 24, 2001, the Companys wholly-owned subsidiary,
WorldPages, Inc., was sued in the 44th Judicial District Court in Dallas
County, Texas by Ionex Communications, Inc., formerly known as Compass
Telecommunications, Inc. (Ionex). Ionex is claiming that it should be
indemnified by WorldPages for what it alleges are breaches by WorldPages
of certain of its representations and commitments under that certain Stock
Purchase Agreement dated as of July 14, 1999. Ionex is seeking
approximately $6.0 million plus fees and expenses relating to (i)
indemnification for alleged breaches by WorldPages of its representations
relating to accounts receivable, software licenses, taxes and litigation
and (ii) reimbursement for severance payments that Ionex has made to former
employees of WorldPages. WorldPages intends to vigorously defend against
these claims. In June 2002 the Company increased its accrued liability to $3.0
million related to this matter. The increase in the accrued liability for this
matter has been recorded as an adjustment to goodwill in the accompanying
consolidated balance sheet at September 30, 2002.

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

8. NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Accounting Standards No. 141, Business Combinations,
and No. 142, Goodwill and Other Intangible Assets effective for fiscal years
beginning after December 15, 2001. Under the new rules, goodwill will no
longer be amortized but will be subject to annual impairment tests in
accordance with the Statements. The Company began applying the new rules on
accounting for goodwill and other intangible assets effective January 1, 2002
and as a result no amounts were amortized during the three and nine month period
ended September 30, 2002.

The following table represents the impact of SFAS 142 on the net loss as if SFAS
142 had been in effect for all periods presented in the interim consolidated
statements of operations (in thousands):

|                                |  |                                  |        |                                 |  |      |         |      |  |   |       |  |  |   |         |  
|------------------------------- |  | -------------------------------- | ------ | ------------------------------- |  | ---- | ------- | ---- |  | - | ----- |  |  | - | ------- | -
|                                |  | Three months ended September 30, |        | Nine months ended September 30,
|                                |  |                                  |        |                                
|                                |  | 2002                             |        | 2001                            |  | 2002 |         | 2001
|                                |  |                                  |        |                                 |  |      |         |     
|Net income (loss)  as reported |  | $                                | (4,084 | )                               |  | $    | (16,682 | )    |  | $ | 9,105 |  |  | $ | (48,218 | )
|Amortization of goodwill        |  |                                  |       |                                 |  |      | 7,904   |      |  |   |      |  |  |   | 7,904   |  
|                                |  |                                  |        |                                 |  |      |         |      |  |   |       |  |  |   |         |  
|Net income (loss)  as adjusted |  | $                                | (4,084 | )                               |  | $    | (8,778  | )    |  | $ | 9,105 |  |  | $ | (40,314 | )

A summary of changes in the Companys goodwill for the nine month period ended
September 30, 2002 is as follows:

|         |  |            |         |                |  |             |       |                    |  |            |   |  |  |   |         | 
|-------- |  | ---------- | ------- | -------------- |  | ----------- | ----- | ------------------ |  | ---------- | - |  |  | - | ------- | 
|         |  | January 1, |         | Acquisitions & |  |             |       |                    |  | Balance at
|         |  | 2002       |         | Adjustments(1) |  | Impairments |       | September 30, 2002
|         |  |            |         |                |  |             |       |                   
|Goodwill |  | $          | 159,689 |                |  | $           | 8,502 |                    |  |            |  |  |  | $ | 168,191 | 
|         |  |            |         |                |  |             |       |                    |  |            |   |  |  |   |         | 



---

|(1) |  | Adjustments primarily relate to the Companys preliminary purchase price allocation
for several acquisitions. Specifically, the ultimate goodwill associated with the
WorldPages acquisition was adjusted as the value of the assets and liabilities
(including merger liabilities and receivable valuation) acquired were finalized.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

In July 2002, the FASB issued statement No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. Statement 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force Issue No. 94-3, Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). Statement 146 requires
that a liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred. Under Issue 94-3, a liability for an exit cost as
generally defined in Issue 94-3 was recognized at the date of an entitys commitment
to an exit plan. This Statement also establishes that fair value is the objective for
initial measurement of liability. The provisions of this Statement are effective for
exit or disposal activities that are initiated after December 31, 2002. Management
believes the impact on the financial statements of the Company will be immaterial.

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ITEM 2: MANAGEMENTS DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED)

Overview

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

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

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

|                       |  |             |      |             |  |             |      |             |  |             |      |  |  |   |      |  |  |   |      | 
|---------------------- |  | ----------- | ---- | ----------- |  | ----------- | ---- | ----------- |  | ----------- | ---- |  |  | - | ---- |  |  | - | ---- | 
|                       |  | 2001        |      | 2001        |  | 2002        |      | 2002        |  | 2002       
|                       |  |             |      |             |  |             |      |             |  |            
|                       |  | 3rd Quarter |      | 4th Quarter |  | 1st Quarter |      | 2nd Quarter |  | 3rd Quarter
|                       |  |             |      |             |  |             |      |             |  |            
|Net revenues           |  | $           | 63.6 |             |  | $           | 83.6 |             |  | $           | 69.0 |  |  | $ | 94.5 |  |  | $ | 75.0 | 
|EBITDA(a)              |  | $           | 12.3 |             |  | $           | 24.9 |             |  | $           | 19.9 |  |  | $ | 31.7 |  |  | $ | 15.2 | 
|Bookings(b)            |  | $           | 69.4 |             |  | $           | 82.0 |             |  | $           | 62.1 |  |  | $ | 72.3 |  |  | $ | 88.2 | 
|Advance payments       |  | $           | 26.1 |             |  | $           | 29.9 |             |  | $           | 29.8 |  |  | $ | 31.7 |  |  | $ | 34.1 | 
|Total cash receipts(c) |  | $           | 68.1 |             |  | $           | 72.7 |             |  | $           | 67.9 |  |  | $ | 75.8 |  |  | $ | 77.3 | 



---

|(a) |  | EBITDA is defined as income (loss) before extraordinary item, discretionary
contributions to the Companys equity compensation plans (such contributions
represent special distributions to the Companys equity compensation plans in
connection with refinancing transactions), non-recurring management bonuses and
fees in connection with the June 2001 recapitalization of the Partnership, plus
interest expense, taxes, and depreciation and amortization and is consistent with
the definition of EBITDA in the indentures relating to the Companys notes and in
the Companys senior credit facility. EBITDA is not a measure of performance under
accounting principles generally accepted in the United States (GAAP). EBITDA should
not be considered in isolation or as a substitute for net income (loss), cash flows
from operating activities and other income or cash flow statement data prepared in
accordance with GAAP, or as a measure of profitability or liquidity. However,
management has included EBITDA because it may be used by certain investors to
analyze and compare companies on the basis of operating performance, leverage
and liquidity and to determine a companys ability to service debt. The
Companys definition of EBITDA may not be comparable to that of other companies.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(b) |  | Bookings is defined as the daily advertising orders received from
accounts during a given period and generally occur at a steady pace
throughout the year. Bookings generated by predecessor owners of acquired
directories are excluded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|   
|   
|   
|(c) |  | Total cash receipts includes both advance payments and collections of accounts
receivable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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RESULTS OF OPERATIONS

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

|                              |  |                     |       |                     |  |      |       |      |  |  |       |   |  |  |       |   
|----------------------------- |  | ------------------- | ----- | ------------------- |  | ---- | ----- | ---- |  |  | ----- | - |  |  | ----- | --
|                              |  | THREE MONTHS        |       | NINE MONTHS        
|                              |  | ENDED SEPTEMBER 30, |       | ENDED SEPTEMBER 30,
|                              |  |                     |       |                    
|                              |  | 2002                |       | 2001                |  | 2002 |       | 2001
|                              |  |                     |       |                     |  |      |       |     
|Net revenues                  |  |                     | 100.0 | %                   |  |      | 100.0 | %    |  |  | 100.0 | % |  |  | 100.0 | % 
|Cost of revenues              |  |                     | 18.9  |                     |  |      | 23.5  |      |  |  | 18.1  |   |  |  | 21.6  |   
|                              |  |                     |       |                     |  |      |       |      |  |  |       |   |  |  |       |   
|Gross profit                  |  |                     | 81.1  |                     |  |      | 76.5  |      |  |  | 81.9  |   |  |  | 78.4  |   
|Sales and marketing           |  |                     | 49.4  |                     |  |      | 45.6  |      |  |  | 45.3  |   |  |  | 46.2  |   
|General and administrative    |  |                     | 25.6  |                     |  |      | 40.9  |      |  |  | 21.9  |   |  |  | 32.5  |   
|Recap. transaction costs      |  |                     | 0.0   |                     |  |      | 0.0   |      |  |  | 0.0   |   |  |  | 9.7   |   
|Contribution to Equity Plan   |  |                     | 0.0   |                     |  |      | 1.0   |      |  |  | 0.0   |   |  |  | 3.7   |   
|                              |  |                     |       |                     |  |      |       |      |  |  |       |   |  |  |       |   
|Income (loss) from operations |  |                     | 6.1   | %                   |  |      | (11.0 | %)   |  |  | 14.7  | % |  |  | (13.7 | )%
|                              |  |                     |       |                     |  |      |       |      |  |  |       |   |  |  |       |   
|EBITDA Margin(a),(b)          |  |                     | 20.3  | %                   |  |      | 19.3  | %    |  |  | 28.0  | % |  |  | 22.3  | % 
|                              |  |                     |       |                     |  |      |       |      |  |  |       |   |  |  |       |   



---

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

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2001

Net revenues increased $11.4 million, or 17.9%, from $63.6 million in the
three months ended September 30, 2001 to $75.0 million in the same period in 2002.
The Company published 73 directories in the three months ended September 30, 2002
compared to 71 in the same period in 2001. The net revenue growth was due to $8.8
million from seven new directories, $12.1 million from 13 directories for which
the publication date moved into the period, $2.8 million from one prototype
directory published during both periods, and growth in the same 52 directories
published during both periods of $2.5 million; offset by $14.8 million of net
revenues associated with 18 directories published in the three months ended
September 30, 2001 but not in the same period in 2002. Of the 18 directories moved out,
two were published earlier in the year, one was discontinued, and one will publish
in 2003. The remaining 14 directories will publish in the fourth quarter of 2002.

As a result of a combination of factors, including the addition of new
customers, price increases, increases in the amount of advertising by current
customers and new directory features such as colorization of ads, additional
ad sizes and additional headings, our same book revenue growth for the 52
directories published in both periods was 5.2%.

Cost of revenues decreased $0.7 million, or 4.9%, from $14.9 million in
the three months ended September 30, 2001 to $14.2 million in the same period
in 2002. The decrease was the result of $2.7 million of lower costs associated
with the 52 same directories primarily due to a paper price decrease in printing
costs, $0.1 million of lower costs associated with the prototype directory, and
$3.0 million of costs associated with 18 directories published during the three
months ended September 30, 2001, but not in the same period in 2002; offset by
$3.1 million of costs associated with seven new directories published in the
three months ended September 30, 2002, and $2.2 million in costs associated with
13 directories published in the three months ended September 30, 2002, but not
in the same period in 2001. Production support costs decreased $0.2 million in
the three months ended September 30, 2002 compared to the same period in 2001.

13



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##### Table of Contents



As a result of the above, gross profit increased $12.1 million, or
24.9%, from $48.7 million in the three months ended September 30, 2001 to $60.8
million in the same period in 2002. Gross margin increased from 76.5% in the
three months ended September 30, 2001 to 81.1% in the same period in 2002 as a
result of lower direct costs on the same 52 directories.

Selling and marketing expenses increased $8.1 million, or 27.8%, from
$29.0 million in the three months ended September 30, 2001 to $37.1 million in
the same period in 2002. The increase was attributable to increases of $4.5
million in direct sales costs, $3.5 million in provision for bad debt
(which was 1.4 percentage points higher on a same book basis compared to the
same period in 2001), and $0.1 million in sales support costs. The increase in
the provision for bad debt is the result of higher write-offs due to printing
and sales errors and payment delinquencies. Additional controls have been
implemented to reduce error rates. We vigorously pursue all delinquent customers
through third party collection agencies and appropriate legal channels.

The increase in direct sales costs of $4.5 million was as follows: $4.0
million of costs were for the seven new directories, $3.4 million for 13
directories moving into the period, $0.2 million of higher costs associated with
the 52 same directories and $0.6 million of incremental costs for the one prototype
directory; offset by $3.7 million of costs associated with 18 directories that
published in the three months ended September 30, 2001 but not in the same period
in 2002. Direct sales costs as a percentage of revenues for the same 52 directories
published during both periods decreased from 22.1% to 21.4% in the three months
ended September 30, 2002 compared to the same period in 2001.

General and administrative expenses decreased $6.8 million, or 26.3%, from
$26.0 million for the three months ended September 30, 2001 to $19.2 million
for the same period in 2002. The decrease is due to: $7.9 million of amortization
for goodwill in the three months ended September 30, 2001 but not in the same
period in 2002, and $1.6 million of cost eliminations, primarily in compensation
costs, related to the integration of WorldPages; offset by $2.5 million of higher
costs associated with professional fees in connection with unsuccessful acquisition
bids and $0.2 million increase in amortization of acquired customer base and other
intangibles.

There were no contributions to the Equity Compensation Plan in the three
months ended September 30, 2002 as compared to $0.6 million for the three months
ended September 30, 2001 which was associated with the contribution to the Equity
Compensation Plan of $5.2 million made on June 28, 2001 in connection with the
recapitalization.

As a result of the above factors, income from operations increased $11.5
million, from a net loss from operations of $(7.0) million in the
three months ended September 30, 2001 to income from operations of $4.5 million
in the same period in 2002. Income from operations as a percentage of net
revenues increased from (11.0%) in the three months ended September 30, 2001 to
6.1% in the same period in 2002.

Interest expense decreased $1.4 million, or 13.8%, from $10.1 million in
the three months ended September 30, 2001 to $8.7 million in the same period
in 2002 primarily due to a decrease in the rates of interest paid as a result of
decreases in Prime and LIBOR rates.

As a result of the above factors, net loss decreased $12.6 million,
from a net loss of $16.7 million in the three months ended September 30, 2001
to a net loss of $4.1 million in the same period in 2002.

14



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##### Table of Contents



NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2001

Net revenues increased $79.8 million, or 50.3%, from $158.8 million in the
nine months ended September 30, 2001 to $238.6 million in the same period in
2002. The Company published 212 directories in the nine months ended
September 30, 2002 compared to 193 in the same period in 2001. The net revenue
growth was due to $81.4 million from 33 new directories, $3.3 million from eight
directories for which the publication date moved into the period, $2.8 million
from one prototype directory published during both periods, and growth in
the same 170 directories published during both periods of $8.3 million; offset
by $16.0 million of net revenues associated with 22 directories published in the
nine months ended September 30, 2001 but not in the same period in 2002. Of the 22
directories moved out, one was discontinued, and two will publish in 2003. The
remaining 19 directories will publish in the fourth quarter of 2002.

As a result of a combination of factors, including the addition of new
customers, price increases, increases in the amount of advertising by current
customers and new directory features such as colorization of ads, additional
ad sizes and additional headings, our same book revenue growth for the 170
directories published in both periods was 5.8%.

Cost of revenues increased $8.8 million, or 25.6%, from $34.3 million in
the nine months ended September 30, 2001 to $43.1 million in the same period
in 2002. The increase was the result of $16.5 million of costs associated with
33 new directories published in the nine months ended September 30, 2002, $0.7
million in costs associated with eight directories published in the nine months
ended September 30, 2002, but not in the same period in 2001; offset by $5.7
million of lower costs associated with the 170 same directories primarily due
to a paper price decrease in printing costs, $0.1 million of lower costs
associated with the prototype directory and $3.5 million of costs associated
with 22 directories published during the nine months ended September 30, 2001,
but not in the same period in 2002. Production support costs increased $0.9
million in the nine months ended September 30, 2002 due to the additional
staffing required to integrate the acquisition of WorldPages.

As a result of the above, gross profit increased $71.0 million, or 57.1%,
from $124.4 million in the nine months ended September 30, 2001 to $195.4
million in the same period in 2002. Gross margin increased from 78.4% in the
nine months ended September 30, 2001 to 81.9% in the same period in 2002 as a
result of lower direct costs on the same 170 directories.

Selling and marketing expenses increased $34.7 million, or 47.3%, from
$73.3 million in the nine months ended September 30, 2001 to $108.0 million in
the same period in 2002. The increase was attributable to increases of $6.2
million in sales support costs, $17.8 million in direct sales costs and $10.7
million in provision for bad debt (which was 1.1 percentage points higher on
a same book basis compared to the same period in 2001). The increase in
the provision for bad debt is the result of higher write-offs due to printing
and sales errors and payment delinquencies. Additional controls have been
implemented to reduce error rates. We vigorously pursue all delinquent customers
through third party collection agencies and appropriate legal channels.

Of the increase in sales support costs of $6.2 million, $5.2 million was
due to sales offices acquired since the beginning of 2001 and $1.0 million
was due to a general increase in costs associated with personnel and other costs
associated with our field sales offices. The increase in direct sales costs of
$17.8 million was as follows: $20.6 million of costs were for the 33 new
directories, $0.9 million for eight directories moving into the period, and $0.6
million of incremental costs for the one prototype directory; offset by $4.3
million of costs associated with 22 directories that published in the nine
months ended September 30, 2001 but not in the same period in 2002. Direct sales
costs as a percentage of revenues for the same 170 directories published during
both periods decreased from 22.7% to 21.5% in the nine months ended
September 30, 2002 compared to the same period in 2001.

15



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##### Table of Contents



General and administrative expenses increased $0.5 million, or 1.1%, from
$51.7 million for the nine months ended September 30, 2001 to $52.2 million
for the same period in 2002. The increase is due to: amortization of acquired
customer base and other intangibles of $5.0 million, additional staffing as a
result of acquiring WorldPages of $2.0 million, $2.5 million of professional
costs associated with two unsuccessful acquisition bids and $0.3 million of
general cost increases; offset by $7.9 million of amortization for goodwill in
the nine months ended September 30, 2001 but not in the same period in 2002, and
$1.4 million of management fees incurred in the nine months ended September 30,
2001 as a result of the recapitalization of the Partnership on June 28, 2001.

There were no recapitalization transaction costs incurred in the nine
months ended September 30, 2002 as compared to $15.4 million for the nine months
ended September 30, 2001 as a result of the recapitalization of the Partnership
on June 28, 2001.

There were no contributions to Equity Compensation Plan incurred in the nine
months ended September 30, 2002 as compared to $5.8 million for the nine months
ended September 30, 2001 which was associated with the contribution to the Equity
Compensation Plan of $5.2 million made on June 28, 2001 in connection with the
recapitalization.

As a result of the above factors, income from operations increased $57.0
million, from a net loss from operations of $21.8 million in the nine months
ended September 30, 2001 to income from operations of $35.2 million in
the same period in 2002. Income from operations as a percentage of net revenues
increased from (13.7%) in the nine months ended September 30, 2001 to 14.7% in the
same period in 2002.

Interest expense increased $2.8 million, or 11.8%, from $23.2 million in
the nine months ended September 30, 2001 to $26.0 million in the same period
in 2002 due to higher levels of debt partially offset by a decrease in the
rates of interest paid as a result of decreases in Prime and LIBOR rates.

Extraordinary loss in the nine months ended September 30, 2002
was zero compared to $3.5 million in the same period in 2001.
Extraordinary losses were the costs associated with the write-off of debt
financing costs upon entering into a new $300.0 million senior
credit facility that was used in part to pay-off $137.5 million
outstanding under the prior credit facility of the Company and
senior term loans and $74.2 million to pay-off the assumed WorldPages
debt and accrued interest after consummation of the acquisition of
WorldPages.

As a result of the above factors, net income increased $57.3 million,
from a net loss of $48.2 million in the nine months ended September 30, 2001 to
net income of $9.1 million in the same period in 2002.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $35.9 million in the nine
months ended September 30, 2002 compared to $11.1 million used in the same
period in 2001. The increase in cash provided by operations was primarily
due to an increase in net income.

Net cash used for investing activities was $26.1 million in the nine
months ended September 30, 2002, as compared to $163.5 million in the same period
in 2001. Investing activities consist primarily of cash used to acquire
directories. In the nine months ended September 30, 2002, $24.0 million was spent
to acquire directories compared to $155.0 million in the same period in the
prior year. Acquisitions made in the nine months ended September 30, 2002 are
discussed in note 4 of the financial statements included in this Form 10-Q.

Net cash used by financing activities was $4.2 million in the nine months
ended September 30, 2002 as compared to $201.4 million provided in the same period
in 2001. The amounts of cash provided by financing activities for the nine months
ended September 30, 2001 were for borrowings for acquisitions. Net cash provided
by financing activities decreased in the 2002 period as a result of funding
acquisitions in 2002 from cash on hand rather than borrowings.

16



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In connection with the recapitalization of the Partnership in June 2001,
we incurred significant debt. As of September 30, 2002 the Company had total
outstanding long term indebtedness of $438.9 million, including $215.7 million
of Series F 9 5/8% Senior Subordinated Notes due 2007, $27.4 million of
outstanding borrowings under the Term A loan due 2007, $195.5 million of outstanding
borrowings under the Term B loan due 2008, and $0.3 million in acquisition related
debt. As of September 30, 2002 the Company had no outstanding borrowings under its
revolving credit facility, with total borrowing availability of $65.0 million.

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

The senior credit facility and the indentures governing the Companys notes
significantly restrict the distribution of funds by the Company and the other
indirect subsidiaries of the Partnership. We cannot assure you that the agreements
governing the indebtedness of the Partnerships subsidiaries will permit such
subsidiaries to distribute funds to the Partnership in amounts sufficient to pay
the accreted value of principal or interest on Partnerships Discount Notes when
the same becomes due, whether at maturity, upon acceleration or redemption or
otherwise. The Partnerships Discount Notes will be effectively subordinated in
right of payment to all existing and future claims of creditors of subsidiaries of
the Partnership, including the lenders under the senior credit facility, the holders
of the Companys notes and trade creditors.

We believe that the present market prices of the Partnerships 11 7/8% senior
discount notes represent an opportunity for us to reduce the Partnerships long-term
debt. Accordingly, the Partnership has provided holders of the senior discount notes
with notice that it intends to redeem $29.0 million in aggregate principal amount of
these notes on November 15, 2002. The Partnership intends to use cash on hand to fund
this redemption. We or one or more of our affiliates may purchase additional senior
discount notes from time to time in open market purchases or privately negotiated
transactions of the Partnership. We will evaluate any such transactions in light of
then existing market conditions, taking into account our current liquidity position.

FORWARD LOOKING STATEMENTS

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

17



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to interest rate risk in connection with the term loans and
the revolving loans outstanding under our senior credit facility, which bear
interest at floating rates based on LIBOR or the prime rate plus an applicable
borrowing margin. As of September 30, 2002 there was approximately $31.3 million
outstanding under the term A loan (at an average interest rate of 4.9% at such time),
$197.5 million under the term B loan (at an average interest rate of 4.9% at such time),
and zero outstanding under the revolving loan. Based on such balances, an
immediate increase of one percentage point in the applicable interest rate would
cause an increase in interest expense of approximately $2.3 million on an annual
basis. We do not attempt to mitigate this risk through hedging transactions.
All of our sales are denominated in U.S. dollars, thus we are not subject to any
foreign currency exchange risks.




ITEM 4. CONTROLS AND PROCEDURES

Based on their most
recent evaluation, which was completed within 90 days of the filing
of this Form 10-Q, the Companys Chief Executive Officer
and Chief Financial Officer believe the Companys disclosure
controls and procedures are effective. There were no significant
changes in internal controls or in other factors that could
significantly affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.




PART II. OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

On October 24, 2001, the Companys wholly-owned subsidiary,
WorldPages, Inc., was sued in the 44th Judicial District Court in Dallas
County, Texas by Ionex Communications, Inc., formerly known as Compass
Telecommunications, Inc. (Ionex). Ionex is claiming that it should be
indemnified by WorldPages for what it alleges are breaches by WorldPages
of certain of its representations and commitments under that certain Stock
Purchase Agreement dated as of July 14, 1999. Ionex is seeking
approximately $6.0 million plus fees and expenses relating to (i)
indemnification for alleged breaches by WorldPages of its representations
relating to accounts receivable, software licenses, taxes and litigation
and (ii) reimbursement for severance payments that Ionex has made to former
employees of WorldPages. WorldPages intends to vigorously defend against
these claims. In June 2002 the Company increased its accrued liability to $3.0
million related to this matter. The increase in the accrued liability for this
matter has been recorded as an adjustment to goodwill in the accompanying
consolidated balance sheet at September 30, 2002.

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




ITEM 2. CHANGES IN SECURITIES

None




ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None




ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

Not applicable




ITEM 5. OTHER INFORMATION

None




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



| | (A) |  | Exhibits.
| | --- |  | ---------



| |  | 10.1 |  | First Amendment, dated as of May
22, 2002, to the Second Amended and Restated Credit Agreement, dated
as of June 28, 2001, among TransWestern Publishing Company, LLC,
WorldPages, Inc., TWP Capital Corp. II, the Lenders from time to time
parties thereto, Canadian Imperial Bank of Commerce, New York Agency,
as administrative agent, Wachovia Bank, National Association, as
syndication agent and Fleet National Bank, as documentation agent.
| |  | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (B) |  | Reports on Form 8-K.
| | --- |  | --------------------
|
| |     |  | None                

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on November 12, 2002 oni ts behalf by the undersigned
thereunto duly authorized.

| |  |                                                 
| |  | ------------------------------------------------
| |  | TRANSWESTERN PUBLISHING COMPANY LLC
(Registrant)
|

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

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##### Table of Contents



CERTIFICATIONS

I, Ricardo Puente, President and Chief Executive Officer, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of TransWestern
Publishing Company LLC;                                                                                                                                                                                                                                    
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly 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 quarterly report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 quarterly report;                   
|
| | 4. |  | The registrants other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                        



| |  | a) | designed such disclosure controls and procedures 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 quarterly report is being prepared;
| |  | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b) | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
Evaluation Date); and                                                                                                  
|
| |  | c) | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                                        



| | 5. |  | The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, 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 in the design or
operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and
| |  | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b) | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



| | 6. |  | The registrants other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: November 12, 2002



| | /s/ Ricardo Puente

Ricardo Puente
President & Chief Executive Officer
| | ----------------------------------------------------------------------

20



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CERTIFICATIONS

I, Joan M. Fiorito, V.P. & Chief Financial Officer, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of TransWestern
Publishing Company LLC;                                                                                                                                                                                                                                    
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly 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 quarterly report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 quarterly report;                   
|
| | 4. |  | The registrants other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                        



| |  | a) | designed such disclosure controls and procedures 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 quarterly report is being prepared;
| |  | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b) | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
Evaluation Date); and                                                                                                  
|
| |  | c) | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                                        



| | 5. |  | The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, 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 in the design or
operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and
| |  | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b) | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



| | 6. |  | The registrants other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: November 12, 2002



| | /s/ Joan M. Fiorito
Joan M. Fiorito
V. P.  Chief Financial Officer
| | -------------------------------------------------------------------

21



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##### Table of Contents



CERTIFICATION OF PERIODIC REPORT

We, Ricardo Puente, Chief Executive Officer and Joan M. Fiorito, Chief
Financial Officer of TransWestern Publishing Company LLC (the Company),
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350, that:



|(1) |  | the Quarterly Report on Form 10-Q of the Company for the quarterly period
ended September 30, 2002 (the Report) fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (15 U.S.C. 78m or 78o(d)); and
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.                                                                                                  

Dated November 12, 2002

| |                                       
| | --------------------------------------
| | /s/ Ricardo Puente                    
| | Ricardo Puente
Chief Executive Officer

| |                                        
| | ---------------------------------------
| | /s/ Joan M. Fiorito                    
| | Joan M. Fiorito
Chief Financial Officer

22