As filed with the Securities and Exchange Commission on May 1, 2003

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 20-F

|o |  | Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934                                
|- |  | --------------------------------------------------------------------------------------------------------------------------------
|  |  | OR                                                                                                                              
|ý |  | Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2002
|  |  | OR                                                                                                                              
|o |  | Transition Report pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934
for the transition period fromN/AtoN/A 
|  |  | Commission file number: 333-87822                                                                                               

|Findexa II AS                                                                                                                      |  | Findexa I AS                                          
|---------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------
|(Exact name of Registrant as Specified in its Charter)                                                                             |  | (Exact name of Registrant as Specified in its Charter)
|Findexa II AS                                                                                                                      |  | Findexa I AS                                          
|(Translation of Registrant's Name into English)                                                                                    |  | (Translation of Registrant's Name into English)       
|Norway(Jurisdiction of Incorporation or Organization)Olaf Helsets vei 5, 0694 Oslo, Norway(Address of Principal Executive Offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Title of Each Class

Name of Each Exchange on Which Registered101/4% Senior Notes due 2011

Luxembourg Stock Exchange


Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common
stock as of the close of the period covered by the annual report:

|Findexa II AS |  | 10,582,000 ordinary shares, par value NOK 1
|------------- |  | -------------------------------------------
|Findexa I AS  |  | 10,582,000 ordinary shares, par value NOK 1

Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

Yes  ý        No  o

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17  o        Item
18  ý

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TABLE OF CONTENTS

|                                                |  |                                                            |  | Page
|----------------------------------------------- |  | ---------------------------------------------------------- |  | ----
|Presentation of Financial and Other Information |  | 1                                                         
|Forward-looking Statements                      |  | 1                                                         
|PART I                                          |  |                                                           
|Item 1.                                         |  | Not Applicable                                             |  | 3   
|Item 2.                                         |  | Not Applicable                                             |  | 3   
|Item 3.                                         |  | Key Information                                            |  | 4   
|Item 4.                                         |  | Information on the Company                                 |  | 19  
|Item 5.                                         |  | Operating and Financial Review and Prospects               |  | 37  
|Item 6.                                         |  | Directors, Senior Management and Employees                 |  | 61  
|Item 7.                                         |  | Major Shareholders and Related Party Transactions          |  | 66  
|Item 8.                                         |  | Financial Information                                      |  | 68  
|Item 9.                                         |  | The Offer and Listing                                      |  | 69  
|Item 10.                                        |  | Additional Information                                     |  | 70  
|Item 11.                                        |  | Quantitative and Qualitative Disclosures About Market Risk |  | 72  
|Item 12.                                        |  | Not Applicable                                             |  | 73  
|PART II                                         |  |                                                           
|Item 13.                                        |  | Defaults, Dividend Arrearages and Delinquencies            |  | 74  
|Item 14.                                        |  | Material Modifications to the Rights of Security Holders   |  | 74  
|Item 15.                                        |  | Controls and Procedures                                    |  | 74  
|Item 16.                                        |  | Reserved                                                   |  | 74  
|PART III                                        |  |                                                           
|Item 17.                                        |  | Financial Statements                                       |  | 75  
|Item 18.                                        |  | Financial Statements                                       |  | 75  
|Item 19.                                        |  | Exhibits                                                   |  | F-99

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

On November 16, 2001, Texas Pacific Group acquired 100% of the voting equity interests of Findexa Holding AS (formerly known as Telenor Media Holding AS)
and its subsidiaries from Telenor ASA through a newly formed holding company, Findexa I AS, an indirect, wholly-owned subsidiary of Findexa II AS. The historical consolidated financial information
presented in this annual report for all periods through November 15, 2001 (the predecessor period) relates to Findexa AS (formerly known as Telenor Media AS) and its subsidiaries, because
Findexa II AS was a newly established company formed in connection with the acquisition of Findexa Holding AS and its subsidiaries, and had no historical operating activities. The historical
consolidated financial information presented in this annual report for the period from November 16, 2001 to December 31, 2001 and the year ended December 31, 2002 (the successor
periods) relates to Findexa II AS and its subsidiaries subsequent to the acquisition of Findexa Holding AS and its subsidiaries by Findexa I AS. Due to the application of purchase accounting in
connection with the acquisition resulting in incremental amortization expense, incremental interest expense and other adjustments to successor period income statement items, the consolidated financial
statements of the predecessor period are not comparable to the consolidated financial statements of the successor period.

Our
financial statements have been prepared in accordance with Norwegian generally accepted accounting principles, which differ in certain significant respects from U.S. GAAP. For a
discussion of the principal differences between Norwegian GAAP and U.S. GAAP, we refer you to the notes to our financial statements included elsewhere in this annual report.

The
preparation of financial statements in accordance with Norwegian GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses in the reporting period. Actual results could
differ from these estimates.

Our
financial information is presented in Norwegian Kroner, which is our reporting currency. For information about exchange rates, see "Item 3Exchange Rate Information."

Some
of the amounts set forth in a number of the tables in this annual report have been rounded. Accordingly, in certain instances, the sum of the numbers in a column may not exactly
equal the total figure for that column.

FORWARD-LOOKING STATEMENTS

This annual report includes forward-looking statements. In addition, from time to time, we or our representatives have made or may make forward-looking statements
orally or in writing. Except for historical information, statements contained in this annual report may constitute "forward-looking" statements. The words "believe," "anticipate," "expect," "intend,"
"aim," "plan," "predict," "continue," "assume," "positioned," "may," "will," "should," "shall," "risk," and other similar expressions that are predictions of or indicate future events and future
trends identify forward-looking statements. In particular, the statements under the headings "Item 3Key InformationRisk Factors," "Item 4Information on the
Company" and "Item 5Operating and Financial Review and Prospects" regarding our financial condition, plans to increase revenues and other future events or prospects are forward-looking
statements. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond our control.

Factors
that may cause our actual results to differ from those expressed or implied by those forward-looking statements in this annual report include but are not limited to the risks
described

1

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under "Item 3Key InformationRisk Factors". For example, risks that could cause actual results to vary from projected future results include, but are not limited to:



These
forward-looking statements merely reflect our judgment at the date of this annual report and are not intended to give any assurances as to future results. We undertake no
obligation to update these forward-looking statements, and we will not publicly release any revisions we may make to these forward-looking statements that may result from events or circumstances
arising after the date of this annual report or otherwise.

2

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PART I

Item 1.    Identity of Directors, Senior Management and Advisors

This item is not applicable.

Item 2.    Offer Statistics and Expected Timetable

This item is not applicable.

3

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Item 3.    Key Information

Selected Historical Financial Data

The selected historical financial information presented below as at and for each of the five years in the period ended December 31, 2002 has been derived
from:



See
"Item 18Financial StatementsSummary of Significant Accounting PrinciplesGeneral" for the definition of predecessor and successor.

The
consolidated historical financial statements for the years ended December 31, 1998, 1999 and 2000; the period from January 1, 2001 to November 15, 2001; and the
period from November 16, 2001 to December 2001 were audited by Arthur Andersen & Co. (Andersen) who has ceased operations. A copy of the report previously issued by Andersen on
our financial statements as of December 31, 1999, 2000 and 2001 and for each of the two years in the period ended December 31, 2000, for the period from January 1, 2001 to
November 15, 2001 and for the period November 16, 2001 to December 31, 2001 is included elsewhere in this report. Such report has not been reissued by Andersen.

This
table should be read in conjunction with "Item 5Operating and Financial Review and Prospects," and our audited consolidated historical financial statements included
elsewhere in this annual report.

A
reconciliation between Norwegian GAAP and U.S. GAAP has been prepared for certain financial information for the years ended December 31, 1999 and 2000, the period
January 1, 2001 to November 15, 2001, the period November 16, 2001 to December 31, 2001 and the year ended December 31, 2002. During 2002, the Group changed its
accounting policy for directory publications revenue and cost recognition as described in Note 29 to the consolidated financial statements. As a result, the operating results for the year ended
December 31, 2002 are not consistent with prior periods. See Note 29 of the consolidated financial statements for the pro forma net income as if the deferral method had been applied from
January 1, 2001.

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FINDEXA II AS

|                                                                     |  | Predecessor(3) |   | Successor(3) |  
|-------------------------------------------------------------------- |  | -------------- | - | ------------ | -
|
|
|
|Profit and Loss Information                                          |  |                |   |              |  
|Norwegian GAAP                                                       |  |                |   |              |  
|Operating revenue                                                    |  | 1,336,755      |   | 1,573,644    |  
|Gain on disposal of fixed assets and operations                      |  | 384,232        |   | 179          |  
|                                                                     |  |                |   |              |  
|Total revenue                                                        |  | 1,720,987      |   | 1,573,823    |  
|Cost of materials and printing                                       |  | 237,408        |   | 248,083      |  
|Salaries and personnel costs                                         |  | 400,461        |   | 444,384      |  
|Other operating expenses                                             |  | 453,945        |   | 535,243      |  
|Loss on disposal of fixed assets and operations                      |  |               |   |             |  
|Depreciation and amortization                                        |  | 72,511         |   | 68,382       |  
|Impairment of fixed assets                                           |  | 8,266          |   | 48           |  
|Impairment of goodwill                                               |  |               |   |             |  
|                                                                     |  |                |   |              |  
|Total operating expenses                                             |  | 1,172,591      |   | 1,296,140    |  
|                                                                     |  |                |   |              |  
|Operating profit                                                     |  | 548,396        |   | 277,683      |  
|                                                                     |  |                |   |              |  
|Income (loss) from associated companies                              |  | 6              |   | 3,793        |  
|Net financial items                                                  |  | (1,841         | ) | 37,659       |  
|                                                                     |  |                |   |              |  
|Income from continuing operations before taxes and minority interest |  | 546,561        |   | 319,135      |  
|Taxes                                                                |  | (84,542        | ) | (67,651      | )
|                                                                     |  |                |   |              |  
|Income from continuing operations                                    |  | 462,019        |   | 251,484      |  
|                                                                     |  |                |   |              |  
|Income from discontinued operations, net(1)                          |  | 61,172         |   | 90,636       |  
|                                                                     |  |                |   |              |  
|Net income before monitory interest                                  |  | 523,191        |   | 342,120      |  
|Minority interest                                                    |  |               |   |             |  
|                                                                     |  |                |   |              |  
|Net income                                                           |  | 523,191        |   | 342,120      |  
|                                                                     |  |                |   |              |  

5

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|U.S. GAAP                                                             |  |          |   |           |   |           |   |           |   |            |   |            |  
|--------------------------------------------------------------------- |  | -------- | - | --------- | - | --------- | - | --------- | - | ---------- | - | ---------- | -
|Total revenue                                                         |  | N/A      |   | 1,380,622 |   | 1,685,382 |   | 1,537,977 |   | 68,017     |   | 1,947,921  |  
|Operating profit                                                      |  | N/A      |   | 184,143   |   | 257,324   |   | 207,820   |   | (178,532   | ) | (247,699   | )
|Income from continuing operations before taxes and minority interest  |  | N/A      |   | 236,855   |   | 305,838   |   | 218,616   |   | (281,197   | ) | (815,020   | )
|Income from discontinued operations(1)                                |  | N/A      |   | 90,636    |   | 49,243    |   |          |   |           |   |           |  
|Net income before cumulative effect of change in accounting principle |  | N/A      |   | 282,878   |   | 245,553   |   | 119,828   |   | (206,445   | ) | (699,572   | )
|Cumulative effect of change in accounting principle, net of tax       |  |         |   |          |   |          |   |          |   |           |   | (546,075   | )
|Net income                                                            |  | N/A      |   | 282,878   |   | 245,553   |   | 119,828   |   | (206,445   | ) | (1,244,958 | )
|Other Financial Information                                           |  |          |   |           |   |           |   |           |   |            |   |            |  
|Norwegian GAAP                                                        |  |          |   |           |   |           |   |           |   |            |   |            |  
|EBITDA(4)                                                             |  | 620,907  |   | 346,065   |   | 364,599   |   | 382,056   |   | (60,942    | ) | 68,488     |  
|Capital expenditures                                                  |  | 56,154   |   | 72,565    |   | 40,451    |   | 76,115    |   | 9,446      |   | 28,141     |  
|Net cash flows from operating activities                              |  | 291,493  |   | 472,768   |   | 376,400   |   | 329,480   |   | (15,325    | ) | 285,895    |  
|Net cash flows from investing activities                              |  | 477,806  |   | (88,311   | ) | (89,420   | ) | (200,046  | ) | (5,035,832 | ) | (114,890   | )
|Net cash flows from financing activities                              |  | (468,585 | ) | (156,051  | ) | (247,451  | ) | (495,827  | ) | 5,387,664  |   | (55,727    | )
|Ratio of earnings to fixed charges(2)                                 |  | 11.86    |   | 8.63      |   | 8.72      |   | 10.85     |   | *          |   | *          |  
|U.S. GAAP                                                             |  |          |   |           |   |           |   |           |   |            |   |            |  
|Ratio of earnings to fixed charges(2)                                 |  | N/A      |   | 6.30      |   | 7.70      |   | 7.80      |   | *          |   | *          |  

6

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FINDEXA II AS

|                             |  | Predecessor(3) |  | Successor(3) | 
|---------------------------- |  | -------------- |  | ------------ | 
|
|
|
|Balance Sheet Information    |  |                |  |              | 
|Norwegian GAAP               |  |                |  |              | 
|Total assets                 |  | 1,248,486      |  | 1,502,073    | 
|Net assets                   |  | 604,433        |  | 687,430      | 
|Total long-term liabilities  |  | 22,071         |  | 24,473       | 
|Total short-term liabilities |  | 621,982        |  | 790,170      | 
|Share capital                |  | 50,000         |  | 50,000       | 
|U.S. GAAP                    |  |                |  |              | 
|Total assets                 |  | N/A            |  | 1,423,646    | 
|Shareholder's equity         |  | N/A            |  | 917,544      | 
|Total liabilities            |  | N/A            |  | 506,102      | 

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The
following is a reconciliation of EBITDA by operating segment to total operating profit (loss):

|                              |  | Predecessor |   | Successor |  
|----------------------------- |  | ----------- | - | --------- | -
|
|
|
|EBITDA(4)                     |  |             |   |           |  
|Norway                        |  | 442,326     |   | 526,383   |  
|International                 |  | (77,727     | ) | (144,327  | )
|                              |  |             |   |           |  
|Total reportable segments     |  | 364,599     |   | 382,056   |  
|Depreciation and amortization |  | (62,663     | ) | (69,578   | )
|                              |  |             |   |           |  
|Total operating profit (loss) |  | 301,936     |   | 312,478   |  
|                              |  |             |   |           |  

Exchange Rate Information

The table below sets forth for the periods indicated the exchange rate for the U.S. dollar against the Norwegian Kroner, based on the noon buying rate in New York
City for cable transfers of Norwegian Kroner as certified for customs purposes by the Federal Reserve Bank in New York, expressed in Norwegian Kroner per U.S. dollar. These rates may differ from the
actual rates used in the preparation of our financial statements and other financial information appearing in this annual report.

|     |  | Norwegian Kroner per U.S. dollar
|---- |  | --------------------------------
|
|1998 |  | 8.3200                          
|1999 |  | 8.0970                          
|2000 |  | 9.5890                          
|2001 |  | 9.4538                          
|2002 |  | 9.1110                          

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|                  |  | Norwegian Kroner per U.S. dollar
|----------------- |  | --------------------------------
|
|
|October 31, 2002  |  | 7.6450                          
|November 30, 2002 |  | 7.3990                          
|December 31, 2002 |  | 7.3140                          
|January 31, 2003  |  | 7.0020                          
|February 28, 2003 |  | 7.1980                          
|March 31, 2003    |  | 7.4640                          

On
April 22, 2003, the noon buying rates for Norwegian Kroner to U.S. dollars was $1.00 to NOK 7.1560.

The
table below sets forth for the periods indicated the exchange rate for the euro against the Norwegian Kroner, based on the noon buying rate in New York City for cable transfers of
Norwegian Kroner as certified for customs purposes by the Federal Reserve Bank in New York, expressed in

8

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Norwegian Kroner per euro. These rates may differ from the actual rates used in the preparation of our financial statements and other financial information appearing in this annual report.

|     |  | Norwegian Kroner per euro
|---- |  | -------------------------
|
|1998 |  | 9.2733                   
|1999 |  | 8.8543                   
|2000 |  | 8.3332                   
|2001 |  | 8.2983                   
|2002 |  | 8.0173                   

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|                  |  | Norwegian Kroner per euro
|----------------- |  | -------------------------
|
|
|October 31, 2002  |  | 7.4294                   
|November 30, 2002 |  | 7.3680                   
|December 31, 2002 |  | 7.3550                   
|January 31, 2003  |  | 7.4755                   
|February 28, 2003 |  | 7.7472                   
|March 31, 2003    |  | 7.9480                   

On
April 22, 2003, the noon buying rate for Norwegian Kroner to euro was €1.00 to NOK 7.8472.

Fluctuations
in the exchange rate between the Norwegian Kroner and the U.S. dollar and the Norwegian Kroner and the euro in the past are not necessarily indicative of fluctuations that
may occur in the future.

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Risk Factors

You should carefully consider all the information in this annual report, including these material risk factors.

Our debt agreements contain significant restrictions that may lead to difficulties in raising capital in the future. These restrictions may limit our flexibility
in operating our business.

Various
covenants contained in our debt instruments limit or may limit our ability to:



These
restrictions could hinder our ability to carry out our business strategy or raise additional capital in the future.

Our quarterly results of operations vary from period to period and may not be indicative of our results of operations for the full year.

Our
results of operations tend to fluctuate from quarter to quarter because the different editions of our printed directories are published and distributed at different times throughout
the year. We do not recognize revenue or costs directly related to sales, production, printing and distribution for any given printed directory until the beginning of the distribution period for that
directory. Any delay in the publication and distribution of a printed directory may have the effect of postponing the recognition of operating revenue from that directory and the operating expenses
directly related to that directory to the following financial period. Similarly, an earlier distribution of directories during the year could result in recognition of operating revenue and operating
expenses in an earlier period as compared to the prior year, making year-to-year comparisons more difficult. Finally, due to timing differences among the payment of costs,
invoicing our customers and the recognition of revenue and costs, financial indicators generally relied on by investors to evaluate a company's ability to service its debt may not reflect actual cash
received or expended during a given period.

Our business may be adversely affected by our reliance on, and our extension of credit to, small- and medium-sized businesses.

A
significant portion of our operating revenue is derived from selling advertising and listings to small-and medium-sized businesses. In the ordinary course of our business, we extend
credit to these customers for advertising and listing purchases. Small- and medium-sized businesses tend to have more limited financial resources and higher financial failure rates than large
businesses. We believe these limitations cause some of our customers in any given year not to renew their purchases in the following year and not to pay for their purchases promptly or at all. In
addition, full collection of late payments can take an extended period of time and consume additional resources.

Our reliance on technology could have a material adverse impact on our business.

Our
business activities rely to a significant degree on the efficient and uninterrupted operation of our computer and communications systems and those of third parties. Any failure of
existing or, in the future, new systems could impair our collection, processing or storage of data and day-to-day management of our business, leading to errors potentially
resulting in decreased revenue. Significant

10

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problems with our computer or communications systems could also result in our inability to maintain our customer retention rates. In particular, our primary servers are located in the same place,
which
means that, in the event of a disaster, our servers could be simultaneously destroyed. This would result in significant interruption of our business processes, including our ability to process orders
for our printed directories, to update stored data and to offer our Internet directories on-line.

Increased printing and paper prices may have a material adverse effect on our cost of materials and printing and profitability.

Our
cost of materials and printing, consists principally of costs associated with the publication of printed directories, in particular printing costs and paper costs. These two items
together represented 88.5% of our consolidated cost of materials and printing and 9.4% of consolidated operating revenue in 2002. Any significant increase in either of these costs that is not offset
by a corresponding increase in operating revenue would have a material adverse effect on our cash flow and profitability.

Printing.The cost of printing is the largest component contributing to our cost of materials and printing, and is a key
variable cost item with respect to our printed directory products.



We
have entered into a long-term printing agreement with a German printing company covering the generation until 2005 of Gule Sider (Yellow Pages) and Telefonkatalogen
(White/Pink Pages) directories and the generation until 2005 of BizKit directories. On May 8, 2002, we entered into an agreement with Winkowski Sp.zo.o, a Polish printing company, to cover the
printing of the 2003 to 2005 Ditt District directories, with an option for an additional two years. The agreements expose us to the following risks:



Paper.Paper represents our single largest exposure to raw materials and is also a key variable cost item with respect to our
printed directory products. In 2002, paper costs represented approximately 4.0% of consolidated operating revenue and approximately 37.5% of consolidated cost of materials and printing.



We
currently buy paper for our Norwegian printed directories from two major European manufacturers, UPM-Kymmene and Holmen Paper AB, through four-year agreements.
These agreements cover our paper supplies up to and including the 2005 generation of our four principal Norwegian directories. Although the agreement with UPM-Kymmene provides for fixed
prices with respect to the first two years, these prices are subject to adjustments of +/-3% with respect to the subsequent two years, and are subject to adjustments for exchange rate
deviations throughout the entire

11

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term of the agreement. Similarly, although the agreement with Holmen Paper AB provides for fixed prices with respect to the first three years, these prices are subject to price increases, as
negotiated by the parties, in the fourth year, and are subject to adjustments for exchange rate deviations throughout the entire term of the agreement. If there is a disruption in our relationship
with either of our major suppliers, or if we are unable to extend the agreements after they expire, we may have to purchase paper in the spot market, at potentially higher prices, during the period it
takes to replace our existing contracts.



Until the acquisition of Findexa Holding AS, we were a wholly owned subsidiary of Telenor ASA. Accordingly, we have limited operating history to use as a basis
for evaluating our financial condition, results of operations and expected future performance. We cannot assure you that the risks and challenges we continue to face as an independent company,
including planning or anticipating operating expenses, servicing our indebtedness and obtaining financing on a stand-alone basis, will not have an adverse effect on our business, results of operations
and financial condition.



There are currently no limitations that would prevent our former parent, Telenor ASA, from competing directly with us after November 16, 2004. Prior to
that date, Telenor ASA may engage in more limited competitive activities, including through the acquisition of other companies where the competitive business accounts for less than 20% of the total
transaction value.

We
believe the potential for future competition with Telenor ASA is significantly greater with respect to non-print directory products and services than with respect to
printed products and services. In particular, our non-compete agreement permits Telenor ASA, so long as it does not control a business that directly sells advertisements or listings in
directories containing contact information, to offer Internet facilities for searching for business subscriber information (e.g., by business
classification) equivalent to those our Internet Yellow Pages currently offer.

We
generate revenue from sales of additional listings in the Telefonkatalogen (White/Pink Pages) directory. This revenue amounted to NOK 244.9 million in 2002. This revenue may
decline if our contract with Telenor ASA for the publication of a telephone directory containing basic subscriber information, which we fulfill by publishing the Telefonkatalogen directories, is not
renewed after 2007.

In
addition, notwithstanding our strong market position in the directories business in Norway, other companies may seek to sell classified directory advertising in print or electronic
media that compete with us. Moreover, since February 1, 2002, Telenor ASA has been required to provide basic subscriber information on a non-discriminatory basis to all persons,
including potential competitors of ours, who wish to purchase that information. Some of these potential competitors may have greater financial resources than we do. As a result, competition may have
an adverse effect on our market position and financial results.

We are dependent on Telenor ASA and certain of its subsidiaries to provide us with subscriber information services.

Our
ability to continue to offer our directory products and services will be dependent in large part on the performance by Telenor ASA, and certain of its subsidiaries, under several
agreements we have entered into with them in connection with our separation from Telenor ASA. Under these agreements Telenor Privat AS, Telenor Bedrift AS and Telenor Mobil AS have agreed to provide
us with basic subscriber information. Any breach of these agreements, or an amendment, early termination or non-renewal of these agreements, could adversely affect our business, results of
operations and financial condition. We cannot assure you we would be able to replace any of these contracts on acceptable terms,although Telenor ASA
was recently required to provide basic subscriber information on non-discriminatory terms to all parties that request such information, including us.

12

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We have been and will continue to be materially dependent on Telenor ASA and certain of its subsidiaries for some important services, including fixed line
telephone and switch board services, pursuant to an ongoing outsourcing agreement that we may cancel with six months' notice. In addition, we currently use Telenor ASA for invoicing some of our
customers. Operating revenue invoiced through Telenor ASA amounted to approximately NOK 446.1 million and NOK 431.5 million of our total DirectoriesNorway operating revenue
in 2001 and 2002, respectively.

If
Telenor ASA and certain of its subsidiaries become unable or unwilling to provide fixed line telephone and switch board services to us or if they fail to provide them effectively,
these functions could be disrupted for an indefinite period of time, we could incur significant increased costs and our business, results of operations and financial condition could be materially
adversely affected. Further, if there was a disruption in the invoicing services provided by Telenor ASA, our business could be adversely affected during the time it would take us to obtain
replacement services.

We may have difficulty in identifying, hiring, training and retaining field account and telesales representatives or information technology
professionals.

We
depend exclusively on our internal sales staff for our advertising sales. Accordingly, our success depends to a significant extent on identifying, hiring, training and retaining
qualified sales personnel. We have experienced significant sales force turnover throughout our operating history and, in the twelve months ended December 31, 2002, sales force turnover in our
Norwegian operations was 41%.Turnover generally is highest among new hires. The success of our advertising sales department is subject to a number of
risks, including:



It
may not be possible to hire or retain a sufficient number of sales representatives to achieve our strategic objectives.

In
addition, identifying, hiring and retaining qualified information technology professionals is an essential requirement for our Internet growth initiatives. The market for information
technology professionals currently is competitive, and we may be unable, or unwilling due to high costs, to hire or retain a sufficient number of qualified information technology professionals. If we
fail to maintain a sufficient staff of information technology professionals, this could have a material adverse effect on the development of our Internet businesses, and accordingly, on our results of
operations and financial condition.

If we lose the services of our key executive officers, we may not succeed in implementing our business strategy.

Our
key senior management personnel have extensive experience and knowledge of our industry and its potential. The loss of their services could adversely affect our ability to implement
our business strategy, and we cannot assure you that new officers would be able to implement our strategy successfully.



Our corporate strategy includes the development of our online activities, such as our Norwegian directory Internet sites and our short messaging service (SMS).
The developing technologies associated with our online activities are subject to a variety of challenges and risks including the following:



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Any
failure by us in the execution of this strategy could have an adverse effect on our business, results of operations and financial condition.

The loss of or limitation of important intellectual property rights could adversely affect our competitiveness.

Some
of our brand names such as "Gule Sider", "Telefonkatalogen", "BizKit" and "Ditt Distrikt" and other intellectual property rights are important to our business. We rely upon a
combination of copyright and trademark laws as well as, where appropriate, contractual arrangements, including licensing agreements, to establish and protect our intellectual property rights. We have
registered logos for Telefonkatalogen and Ditt Distrikt and in each such instance, the logo incorporates the brand name itself. We have also registered the brand names "Gule Sider" and "BizKit" as
trademarks on a stand-alone basis. We have not been able to register the brand names "Telefonkatalogen" and "Ditt Distrikt", because they are considered descriptive and therefore cannot be registered
as trademarks. This means that another party would be able to market products using the terms "Telefonkatalogen" or "Ditt Distrikt."

We
have in the past and expect that from time to time in the future we may be required to bring or defend lawsuits against third parties in order to protect our intellectual property
rights. We cannot be certain about the outcome of any future intellectual property disputes. The loss of important trademarks and any limitations imposed on our ability to register significant
trademarks could result in a decline in our ability to retain advertisers or attract new advertisers and could have a material adverse effect upon our business, financial condition and results of
operations.

Changes in regulation regarding information technology and data privacy may increase our costs.

We
are exposed to defamation and breach of privacy claims relating to our classified advertising directories business and methods of collection, processing and use of personal data. The
subjects of our data and users of data collected and processed by us could also have claims against us if our data were found to be inaccurate, or if personal data stored by us were improperly
accessed and disseminated by unauthorized persons. We could also be subject to claims based upon the content that we make accessible from our web site through links to other web sites. We cannot
assure you that any of these

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future claims will not have a material adverse effect on our business, financial condition or results of operations or otherwise distract our management.

In
addition to our printed directories, we also offer Internet-based products and services. General advertising laws and regulations and data protection legislation may apply to our
Internet activities in the same way in which they apply to our activities generally. As our business in this area develops, specific laws and regulations relating to the provision of Internet services
and to the use of the Internet may become more relevant. Regulation of the Internet and related services is itself still developing. If our regulatory environment becomes more restrictive, including
through increased Internet content regulation, this could negatively affect our profitability.

Additional regulation of our Norwegian operations could have a material adverse effect on our business and results of operations.

Due
to our significant share of the classified advertising directories market in Norway, there is a risk that our Norwegian operations will come under heightened scrutiny by the
Norwegian Competition Authority in the future. We derive approximately 76% of our consolidated operating revenue from our Norwegian operations, and any additional regulation of such operations could
have an adverse effect on our revenue, net income and cash flow. Under Norwegian law, the Norwegian Competition Authority has the authority to impose pricing and other conduct regulations on a company
if that company is found to have a dominant market position and to have abused the power its market position confers upon it.

Currency fluctuations may adversely affect our business, financial condition and results of operations.

Our
multinational business is subject to risks due to fluctuations in currency exchange rates, particularly for the Norwegian Kroner, our reporting currency. These risks arise because of
the following:



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Except as identified above, we are not currently hedging against our exposure to currency exchange rate risk and we cannot assure you that currency exchange rate fluctuations will not
adversely affect our business, results of operation or financial condition.

Our international operations have a history of operating losses which we expect to continue.

Our
international operations have incurred operating losses of NOK 223.7 million for 2001 and NOK 454.3 million for 2002. We expect to continue to incur operating losses in
our international operations. Should there be any unanticipated decline in operating revenue in our international operations, we may not be able to adjust spending in a timely manner. Various
covenants in our and our subsidiaries' debt instruments limit our ability to finance such losses out of operating revenue from our Norwegian business. We are currently in the process of transferring
our international operations to a separate entity controlled by Findexa L.L.C., which is not a subsidiary of ours.

Our international operations are at an early stage of development.

Our international operations generally face the risks and difficulties of early-stage businesses. In France we operate in a market where the incumbent operator
holds a dominant position. In the other non-Norwegian countries in which we operate, competition is also intense. Our ability to address these risks depends to a significant degree on our
ability to allocate management attention and resources to the international subsidiaries.

Although
we began our international expansion in 1995, the pace of our expansion increased during the years 1998 through 2000 when we carried out most of our acquisitions of independent
classified advertising directory publishers and formed certain joint ventures. As a result, many of these businesses have not been fully integrated within our other international operations. The early
stage of integration of these businesses entails certain risks in addition to diversion of management attention and resources, including:



You may have no effective remedy against Arthur Andersen & Co., our former independent accountants, if a material misstatement or omission is contained in
the financial statements that are included in this annual report.

Our
consolidated financial statements as of December 31, 2001 for the year ended December 31, 2000, the period January 1, 2001 to December 31, 2001 and the
period November 16, 2001 to December 2001, were audited by Arthur Andersen & Co. We have not been able to obtain, after reasonable efforts, the written consent of Arthur Andersen
to the inclusion of its audit reports in this annual report. Because Arthur Andersen has not given us this consent, your ability to assert claims against Arthur Andersen may be limited, as may your
right of recovery under federal securities laws.

Our access to capital markets in the future may be impeded due to the fact that we have been unable to obtain the written consent of Arthur Andersen & Co.
to the inclusion of its audited reports in this annual report.

Should
we seek to access the public capital markets, Securities and Exchange Commission (SEC) rules will require us to include or incorporate by reference in any prospectus three years
of audited financial statements. Until our audited financial statements for the fiscal year ending December 31, 2004 become available, the SEC's current rules would require us to present
audited financial

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statements for one or more fiscal years audited by Arthur Andersen. Prior to that time the SEC may cease accepting financial statements audited by Arthur Andersen, in which case we would be unable to
access the U.S. public capital markets unless an independent accounting firm is able to audit the financial statements originally audited by Arthur Andersen. In addition, as a result of the departure
of our former engagement team leaders, Arthur Andersen is no longer in a position to consent to the inclusion or incorporation by reference in any prospectus of their report on our audited financial
statements for the year ended December 31, 2000, the period January 1, 2001 to December 31, 2001 and the period November 16, 2001 to December 2001, and investors in
any subsequent offerings for which we use their audit report will not be entitled to recovery against them under Section 11 of the Securities Act of 1933 for any material misstatements or
omissions in those financial statements. Consequently, our financing costs may increase or we may miss attractive market opportunities in the future if either our annual financial statements for the
year ended December 31, 2000, the period January 1, 2001 to December 31, 2001 and the period November 16, 2001 to December 2001, audited by Arthur Andersen should
cease to satisfy the SEC's requirements, or those statements are used in a prospectus but
investors are not entitled to recovery against Arthur Andersen & Co. for material misstatements or omissions in them.

Investors may have difficulty enforcing their rights against us and our directors and officers because we are a Norwegian entity.

We
are organized under the laws of Norway and all of our assets are located outside the United States. In addition, many of our directors and executive officers reside outside the United
States, and many of the assets of such persons are located outside the United States. As a result it may not be possible for investors to effect service of process within the United States upon such
persons or to enforce, in U.S. courts or outside the United States, judgments obtained against such persons in jurisdictions outside the United States. In addition, it may be difficult for investors
to enforce, in original actions brought in courts in jurisdictions located outside the United States, liabilities predicated upon the civil liabilities provisions of the U.S. securities laws.

Norway
and the United States do not have a treaty providing for reciprocal recognition and enforcement of judgments. Accordingly, a final judgment which has been rendered in the United
States and is enforceable in the United States, would be enforceable in Norway only on the condition that:



We
have also been advised by our Norwegian counsel that in original actions, Norwegian courts should as a general rule accept U.S. law as governing law provided this has been agreed in
writing between the parties and provided that such law is not incompatible with basic principles of Norwegian law.

Fraudulent conveyance laws in Norway and other jurisdictions may protect our creditors to the disadvantage of our investors.

Under
Norwegian law relating to fraudulent conveyance, it is possible that other creditors may claim that payments to you under the exchange notes should be voided because they were
fraudulent conveyances either based on "objective rules" or "subjective rules".

Under
Norwegian law, in the case of bankruptcy or company reorganization proceedings affecting us, any payments to you under the exchange notes, that have been made less than three
months (or

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two years if effected to a related party) before the application for bankruptcy or company reorganization proceedings was filed with the competent court may be recovered in certain situations under
the "objective rules" and irrespective of the recipient's good faith, if the payment has been carried out:



Payments
of a customary nature are, however, permissible.

A
Norwegian court could also determine that a fraudulent conveyance under the "subjective rules" has taken place under the general provision on recovery whereby a payment to you under
the exchange notes could be revoked if an agreement, transaction or other act, such as the issuance of the notes or the guarantee was held to favor a creditor in an unsuitable manner to the detriment
of another creditor or to transfer property out of the reach of the creditors or to increase the debt to the detriment of the creditors, provided that:



Under
Norwegian law, payments made up to ten years before bankruptcy proceedings were instituted can be set aside if the above mentioned conditions are met.

The
bankruptcy estate can also demand that the other party compensate the bankruptcy estate for losses inflicted by the reversible transaction.

Our creditors' rights may not be the same under Norwegian insolvency laws as under U.S. or other insolvency laws.

Under
Norwegian insolvency law, secured creditors enjoy a privileged position in bankruptcy and similar proceedings. Secured creditors, such as the lenders to Findexa I AS under its
senior credit agreement, may enforce payment of sums owed to them through enforcement proceedings. Moreover, since the enforcement of a security interest may be subject to a six-month
standstill period from the opening of the bankruptcy or similar proceedings, there is likely to be a substantial delay before we become entitled to the residual value in Findexa I AS's assets as its
sole shareholder. A secured creditor will have the right to claim the full amount owed to it from the proceeds of the sale of the assets. These provisions afford debtors and unsecured creditors only
limited protection from the claims of secured creditors, and generally it will be impossible to prevent the secured creditors from enforcing their security to repay the debts due to them. After the
occurrence of an event of default, the security agent under the senior credit agreement has the right to enforce the compulsory sale of the shares in Findexa Holding AS, the company that holds the
shares of our Norwegian operating subsidiaries. As a result, under Norwegian law, your ability to realize claims against us upon your exchange notes if we go bankrupt may be more limited than under
U.S. laws or other insolvency laws. In addition to the priority of secured debts under Norwegian insolvency law, our liabilities in respect of our 101/4% Senior Notes due 2011 may also,
in certain circumstances, in the event of a bankruptcy or similar proceedings, rank after certain of our debts which are entitled to priority under Norwegian law and after our debt to creditors with
set-off rights.

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Item 4.    Information on the Company

History and Development of the Company

Findexa I AS, a limited liability company incorporated in Norway with the legal and commercial name Findexa I AS, was incorporated on September 10, 2001.
It is an indirect, wholly-owned subsidiary of Findexa II AS, a limited liability company incorporated in Norway with the legal and commercial name Findexa II AS on that same date. On
November 16, 2001, Texas Pacific Group acquired 100% of the voting equity interests of Findexa Holding AS (formerly known as Telenor Media Holding AS) and its subsidiaries through Findexa I AS.
Prior to November 16, 2001, Findexa Holding AS was owned by Telenor ASA, the former state-owned telephone company in Norway, and was the holding company for Findexa AS (formerly Telenor Media
AS).

The
principal executive office of both Findexa I AS and Findexa II AS is located at Olaf Helsets vei 5, 0694 Oslo, Norway, telephone number
+47-815-44-418. Our agent in the United States is CT Corporation System, 111 Eighth Avenue, New York, New York 10011.

Business

Overview

We are the leading provider of classified advertising directories in Norway. We also publish directories in nine other European countries. In 2002, we published
over 212 different directories and circulated approximately 19 million directories. We generate revenue from sales of listings and advertisements to our customers, who are principally small and
medium-sized businesses.

The
Norwegian market accounted for approximately 76% of our consolidated operating revenue in 2002. Our Norwegian operating revenue was approximately NOK 1.53 billion in 2002. We
estimate that, in Norway, we have approximately a 10% share of the total advertising market and a 95% share of the classified advertising directories market, in each case based on revenue. In our
Norwegian operations, our directories include well-known brands such as Gule Sider (Yellow Pages), Telefonkatalogen (White/Pink Pages), Ditt Distrikt local directories and BizKit
business-to-business directories. These are all distributed as printed directories, as well as through various other media, including the Internet, operator-assisted Talking
Yellow Pages, CD-ROM and mobile phone-delivered short messaging service, or SMS.

In
our international operations, we market and publish printed classified advertising directories in nine European markets outside of Norway. In most of our international markets, we
also offer Internet and/or CD-ROM-based distribution media. In 2002, our international operations generated NOK 491.2 million in operating revenue, representing 24% of
consolidated operating revenue that year. In 2002, our international operations experienced a net loss of NOK 468.7 million. We currently are in the process of transferring our international
subsidiaries to a separate entity controlled by Findexa L.L.C., our indirect parent, that is not part of our group.

Directories Market

The directories market can be sub-divided into various categories, including:



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Classified
advertising directories provide a cost-effective advertising vehicle for small- and medium-sized businesses to reach potential customers. Advertising in a
directory has a number of advantages compared to general advertising. Generally, a potential customer who is seeking information from a directory already needs some good or service and is actively
looking for a supplier. Directories also provide the additional benefits of targeted distribution because of their regional, and sometimes local, versions and high usage.

The
classified advertising directories business is relatively resistant to economic cycles. Directory listings and advertisements are often perceived as "must-have" exposure
for small- and medium-sized businesses, and directories are often the primary form of paid advertising for such businesses. In addition, businesses which advertise in directories generally have to
decide to buy advertising in a directory only once a year, while customers can buy other types of advertising on a monthly, weekly, or daily basis. The combination of these characteristics means that
directory advertising, in particular printed directory advertising, is only moderately cyclical and lags the overall advertising market cycle.

Norway
has a population of approximately 4.5 million people. In 2002, the total Norwegian classified advertising directories market represented approximately NOK
1.6 billion. Classified advertising directories account for approximately 10% of the total Norwegian advertising market.

Our Strategy

Our goal is to build upon our competitive strengths to enhance our profitability and position as the leading provider of classified directory advertising in
Norway.

Exploit opportunities for growth in our primary Norwegian market.We believe that the Norwegian
directories market continues to provide opportunities for revenue growth principally through increasing revenue per customer.

Continue to enhance our product offerings and delivery media options.We utilize a media-independent
approach, which is an important driver behind our development of new directory products. Our Directory Systems Multi-Platform, or DSMP, database provides a fully integrated system for cutomer
information management and billing, and enables us to deliver our directory products across multiple distribution media and enhances our ability to develop new products.

Strengthen customer relationships through improved sales strategies.We continually evaluate our
sales and marketing efforts with the goal of improving customer retention and increasing revenue per customer while maintaining appropriate focus on new customer acquisition. We believe that
long-term relationships lead to higher revenue and cash flow, as the longer we retain a customer, the greater the opportunity to increase sales to that customer.

Continue to improve operating efficiency and profitability in Norway.We believe that we can improve
our operating efficiency and profitability by improving our use of technology and systems, improving customer retention, scoping of directories and development of our sales force.

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Products and Services

Norwegian Directories

We currently have four principal directory brands in Norway, which we make available in print and various alternative media. In 2002, we published over 90
different editions of these directories in Norway and distributed approximately 7 million copies of those directories. We had in excess of 180,000 customers who paid for a basic or enhanced
listing in our directories in Norway in 2002, of which approximately 48,000 purchased advertising.

The
following table summarizes our four major Norwegian brands and the distribution media in which they are available:

|Brand                                   |  | Print |  | Internet |  | CD-ROM |     | Talking Yellow Pages |  | SMS
|--------------------------------------- |  | ----- |  | -------- |  | ------ | --- | -------------------- |  | ---
|Gule Sider (Yellow Pages)               |  | X     |  | X        |  | X      | (1) | X                    |  | X  
|Telefonkatalogen (White/Pink Pages)     |  | X     |  | X        |  | X      |     |                      |  | X  
|Ditt Distrikt local directories         |  | X     |  | X        |  |        |     |                      |  |    
|BizKit business-to-business directories |  | X     |  | X        |  | X      |     |                      |  |    

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Gule Sider is a classified advertising directory that lists at a minimum the name, address and telephone number of each of our customers. It is available in
print, Internet, Talking Yellow Pages, CD-ROM media and SMS media. The listings on Gule Sider are currently organized into over 1,600 available category headings by industry.

Businesses
are offered a basic listing in the directory for a set fee, meaning that every listing in our Gule Sider directories is paid for by the customer. When a customer purchases a
basic listing in Gule Sider the customer also receives a basic listing in each of the products of each of our other brands. This is what we call a "cross-publishing" sale. The basic listing includes
only the name, address and
fixed line or mobile telephone number of the business and is included in alphabetical order under the relevant category heading. Our customers specify the category heading under which they would like
to be listed, with many customers specifying multiple categories. Each additional category is treated as a separate listing for which the customer pays separately. The average number of category
headings per advertiser was 1.27 in 2002. Advertising space within the relevant heading depends on the amount paid.

Display
advertising options are also available to our Gule Sider and other customers. We offer a "bundled sales policy" for advertisements in our Norwegian directories, where a customer
who pays for an advertisement in one brand of our directories receives advertisements in each media available for that directory.



Currently, there are thirteen regional Gule Sider editions, each covering a separate region of Norway. The directories are generally distributed free to each
residential household and business with a fixed telephone line in the relevant region. The Gule Sider directories are distributed together with our Telefonkatalogen (White/Pink Pages) directories.
With respect to six of the thirteen directories, they are physically bound together with the corresponding regional Telefonkatalogen directory. In addition to the paid basic listings, enhanced
listings as well as display and cover advertising options are available to advertisers in our Gule Sider printed directories.

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We launched the websitewww.gulesider.noas our Internet Yellow Pages in 1996. In December 2002, we
combined our Internet Yellow Pages and our Telefonkatalogen Internet directory into thewww.gulesider.nowebsite. The site had approximately 400,000
average monthly users during the fourth quarter of 2002. There was a significant increase in the number of average monthly users, to approximately 730,000, in the first quarter of 2003 subsequent to
the combination of the two sites. We derive revenue from our Gule Sider site from the sale of advertisements, both on a stand-alone basis and as part of "bundled" advertisement sales. The website www.gulesider.noalso includes a directory search engine which gives users additional services and greater flexibility compared to the printed
directory. Users are able to define the parameters of the search using key words. This option makes the Internet site more attractive to certain users, and the increased usage allows us to attract
additional advertisers.



Telefonkatalogen was first launched in 1882. Each regional Telefonkatalogen directory has a White Pages section and Pink Pages section. The directories are
available in print, Internet, CD-ROM and SMS media. The directories, in the aggregate, provide basic listing information for substantially all fixed-line telephone subscribers
in Norway, alphabetically listing name, address, fixed-line telephone numbers and, in some cases, mobile numbers. The listing excludes, however, restricted access numbers, which are kept
confidential at the request of the telephone subscriber.

As
the primary telecommunications provider in Norway, Telenor ASA is required by its license to publish and make available on an annual basis a telephone directory listing the fixed
telephone line numbers of subscribers, regardless of telecommunications service provider, except for those subscribers who have affirmatively chosen not to have their numbers disclosed. We have agreed
to fulfill this obligation of Telenor ASA, at least through December 31, 2006, and in return Telenor ASA has agreed to pay us fees which amounted to NOK 58.3 million in 2002. We are
solely responsible for publishing and distributing the Telefonkatalogen directories. In addition, we sell, for our own account, additional listings in the White Pages and enhanced listings and
advertisements in the Pink Pages.

The
White Pages section of the Telefonkatalogen directories lists all residential households in the applicable region in alphabetical order. The fees derived from Telenor ASA constitute
an important source of revenue with respect to the White Pages section of the Telefonkatalogen directories. We also derive revenue from the sale of additional printed directories to households or
businesses that would like to have additional copies of the directory and additional listings to households or businesses that would like to list additional information in the directory, such as the
names of other household members.

The
Pink Pages section of the Telefonkatalogen directories list all companies, organizations and governmental operations having fixed telephone lines. In addition, a business having only
a mobile phone line can list in the Pink Pages for a fee paid either directly to us or to such subscriber's mobile service provider, who shares it with us.



We print thirteen regional Telefonkatalogen directories. We generally distribute free copies to all residential households and businesses in Norway that have a
fixed telephone line. Basic listings of fixed telephone lines in the Pink Pages and White Pages are free, though there are a number of advertising options available to businesses listed in the Pink
Pages, including bold listings, super-bold listings and listings that incorporate the logo of the business.

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We launched the websitewww.telefonkatalogen.noas our Telefonkatalogen Internet directory in
December 2000. In December 2002, we combined our Telefonkatalogen Internet directory into thewww.gulesider.nowebsite. The www.telefonkatalogen.nowebsite had approximately 390,000 unique monthly visitors during the first two months of the fourth quarter of 2002, and the www.gulesider.nowebsite had approximately 730,000 unique monthly
visitors in the first quarter of 2003. We derived revenue from the Telefonkatalogen
website by selling banner ads.



Since August 2001, we have provided a Telefonkatalogen short messaging service. We charge the applicable customer in respect of their SMS request and pay a
commission to the customer's telecommunications provider. SMS is a popular emerging technology in Norway and we believe our provision of the service will allow us to target a younger market. We have
seen a significant increase in usage of this SMS service, and our customers use the service an average of over 1.2 million times per month.



We publish 73 Ditt Distrikt local directories, each listing the households and businesses in the particular Ditt Distrikt local area. These are available in print
and Internet media. The Ditt Distrikt local directories also contain information regarding local and regional governments, organizations, associations and business activities.

The
first Ditt Distrikt directory was launched in 1988. Each Ditt Distrikt directory has a Yellow Pages section, a White Pages section, which lists all residential households and
businesses in the applicable area in alphabetical order, and a Blue Pages section, which lists various governmental and local service organizations by classification.

In
April 2000, we merged Lokalveiviseren, a local directory provider that we acquired in 1995, with our Ditt Distrikt operations to eliminate an overlap in the services that each
provided. We merged the customer database of Lokalveiviseren into the Ditt Distrikt database and discontinued the Lokalveiviseren products. We have also formed strategic alliances and partnerships
with various parties, in order to provide local news, sports and weather content and certain services, such as ticket sales to local events, through the Ditt Distrikt Internet site. We continue to
explore opportunities for additional alliances and partnerships for the Ditt Distrikt site.



Our Ditt Distrikt printed directories provide locally tailored information to 401 out of the 435 counties in Norway, covering 59% of the national population. We
generally distribute our Ditt Distrikt printed directories free to each residential household, government office and business within the applicable local geographical area. Households, businesses and
organizations do not pay for basic listings in the White Pages and Blue Pages sections of the Ditt Distrikt directories. Businesses that pay for a basic listing under our "cross-publishing" sales
policy appear in the Yellow Pages section of Ditt Distrikt if they are located in a county covered by Ditt Distrikt. Businesses can also choose to purchase enhanced listings, such as bold and
superbold, in the White Pages and Yellow Pages sections, and can purchase advertising in the Yellow Pages section. Advertisers may also purchase inserts, which are placed in each printed directory.

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We launched the websitewww.dittdistrikt.noas our Ditt Distrikt Internet directory in 1998. The site had over
13,000 unique users during March 2003. We relaunched the website with 435 separate local interfaces in 2001 and redesigned it in October 2002.



The BizKit business-to-business directories launched in 1988 consist of a national Pink Pages directory and a national Yellow Pages
directory which are distributed together. They are available in print, via the Internet, on CD-ROM and through PDA. The BizKit Pink Pages directory contains a basic listing, organized
alphabetically, for every business that is listed in the Pink Pages of one of our Telefonkatalogen directories. The BizKit Yellow Pages directory similarly contains listings, but organized by industry
category. However, compared to Gule Sider (Yellow Pages) we use fewer category headings in the BizKit Yellow Pages, because the categories are tailored to relate to the needs of businesses only, as
opposed to those of consumers and businesses. The BizKit Yellow Pages contain approximately 446 category headings.



The BizKit Yellow Pages and the BizKit Pink Pages printed directories are nation-wide in scope and are distributed together. Copies of each directory
are generally distributed free to every business listed as having a fixed line in the BizKit Pink Pages. We offer advertising options in the BizKit Pink Pages similar to those offered in the Pink
Pages of our Telefonkatalogen directories.



The first version of BizKit Internet was launched in 1998. During the last year the site has witnessed numerous improvements, including a faster and more
sensitive search engine, a new design, a tender sevices, printed directory advertisements made available on the net, a map for each listing, enhanced course and conference planners, and a limited
English version. In 2002 we also teamed up with the Internet subsidiary of the leading business newspaper in Norway (Dagens Naeringsliv), making BizKit
available to all users of that paper's website. Our sitewww.bizkit.nohad more than 11,000 unique users in March 2003.



Since 1997 BizKit has provided its advertisers and users with a CD-ROM version of its product that offers the same information available in the
printed directory. The CD-ROM is available both in a single user version as well as a network edition. All text in every advertisement from the printed book is searchable, and the user has
the option to perform a freetext search (one search string) or a search based on input in several fields.



BizKit PDA, launched spring 2002, gives the users the option to download all the 446 headings in the BizKit directory and have access to 240,000 listings. BizKit
PDA is compatible with both the Palm and Pocket PC operating systems, and can be run on almost all handheld computers that are on the market today. The service is free to all registered users, and is
available in Norwegian. BizKit PDA is updated very time the PDA is synchronized with the PC, and the database is updated on a daily basis. BizKit was the first European directory to be available in
this format.

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In addition to revenues from our four key brands we generate revenues through sales of directory information to Telenor Teleservice AS and to our affiliate
DM-Huset AS, a Norwegian supplier of databases on business and consumer addresses, as well as sales of database information in general.

International Operations

We are currently transferring our international subsidiaries to a separate entity controlled by our indirect parent, Findexa L.L.C, that is not part of our group.

Beginning
in 1995, we pursued a strategy of expanding our international operations through acquisitions of independent classified advertising directory publishers, as well as joint
ventures and partnerships with other directories publishers. In all of our international markets, we market and publish printed classified advertising directories and offer our products in Internet
based distribution media. In 2002, our international operations generated NOK 491.2 million in operating revenue, representing 24% of consolidated operating revenue. Our Polish and French
operations contributed, on a combined basis, approximately 19.6% and 29.5%, respectively, of our international operations revenue during 2002. In 2002, our international operations experienced a net
loss of NOK 468.7 million. Although we estimate that we hold the first or second market position in most of the international markets in which we operate, our market shares vary widely from
market to market.

We
operate through subsidiaries or joint ventures in our international markets. In several of these markets, we are currently operating through several subsidiaries, each corresponding
to an independent directory publisher that we acquired, and we are in the process of integrating our separate subsidiaries within each country. While we attempt to extend best practices across all of
our operations, our international operations are relatively autonomous, and in particular manage their own paper and printing services supplies.

Czech Republic.Inform Net Partners, our 50% joint venture with TDC Forlag AS, produces two nationwide
business-to-business printed directories, a specialist exporters printed directory and local business-to-business directories.

Estonia.Findexa Eesti, our wholly owned subsidiary, publishes a nationwide business-to-business
directory and a business-to-consumer directory in the Tallin region as well as required directories, an Internet service and a voice service.

Finland.We hold a 60% interest in Findexa OY and have an option to purchase an additional 20%. Findexa OY operates a
web-based company information service, supported by a print and a voice version, which provides Yellow and White Page directories, credit ratings and financial news to small-and
medium-sized businesses.

France.We have three wholly owned subsidiaries in France which publish a total of 30
business-to-consumer directories, APE, acquired in May 2001, Soleil Publicité, (directories in the greater Paris region) and Annuaires de Bretagne
(directories in the West and South of France).

Latvia.Interinfo Latvia, our wholly owned subsidiary, publishes a national business-to-business
directory and a business-to-consumer directory, which is sponsored by the incumbent telephone operator, consisting of five regional editions with national coverage.

Lithuania.Telenor Media Lietuva, our wholly owned subsidiary, publishes a national
business-to-business directory and ten regional business-to-consumer directories, which are produced in cooperation with Lietuvos Telekomas, the
incumbent telephone operator company.

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Poland.Polskie Ksiazki Telefoniczne, our 50% joint venture with Polish Directory Services Company USA (a company of the
Verizon group), publishes 34 printed business-to-consumer directories, one mobile guide and one business register book, all of which are distributed throughout Poland.

Russia.ZAO Euroadress, our wholly owned subsidiary, publishes a general business-to-business
directory and two specialist business-to-business directories, each for the Moscow region. In December 2002, we acquired the 19% of ZAO Euroadress that we did not
already own for a total of 7.7 million. We also wholly own OOO Directoria, which produces three regional business-to-business directories and three
business-to-consumer directories for the Murmansk region, the Arkhangelsk region and the Karelia region. In addition, OOO Directoria serves the St. Petersburg market with one
business-to-consumer directory.

Ukraine.Telenor Media Ukraine, our wholly owned subsidiary, publishes two business-to-business
directories, one serving the Kiev region and one a nationwide business-to-business directory.

Marketing and Sales

We promote our products and services through a variety of media, including television, newspapers, billboards, radio and the Internet. Our advertising campaigns
are designed to build brand awareness among users and advertisers.

We
have an experienced and well-trained sales force. In Norway, as at December 31, 2002, we had 381 sales representatives and 69 sales managers and supervisors
operating out of five sales offices. We do not use external sales agents. We have one of the largest direct sales forces in Norway. We divide customers and advertisers into various sales channels
based on size of the account and the industry of the customer or advertiser. Beginning in 2001, we have focused on sales by telephone, as opposed to field sales, as a cost efficient sales method for
certain customer groups. Telesales are generally more cost-effective than field sales.

A
primary driver of our sales involves customer retention. The table below sets forth management estimates of retention rates for the periods indicated.

|Directory                      |  | 1998 |   | 1999 |   | 2000 |   | 2001 |   | 2002 |  
|------------------------------ |  | ---- | - | ---- | - | ---- | - | ---- | - | ---- | -
|Gule Sider/Telefonkatalogen(1) |  | 80   | % | 79   | % | 78   | % | 75   | % | 77   | %
|Ditt Distrikt(2)               |  | 80   | % | 80   | % | 71   | % | 76   | % | 74   | %
|BizKit(2)                      |  | 79   | % | 79   | % | 74   | % | 68   | % | 72   | %

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We believe that the decrease in retention rates for Gule Sider/Telefonkatalogen, Ditt Distrikt and BizKit in 2000 and 2001 were due primarily to
the difficulties associated with the implementation of the DSMP system, our primary software application for customer information management and billing for our Norwegian printed directories. We
believe that we have significantly reduced these problems in 2002 so that our DSMP system will now facilitate the retention of customers and advertisers by, among other things, allowing us to track
each customer's history and thereby to tailor our sales approach on a customer-by-customer basis.

We
have sought to increase the efficiency and reduce the turnover of our sales force by providing them with stable base compensation, while incentivizing them to sell a greater number of
products and services through a commission component. Sales representatives may choose between two salary and commission structures. In the year ended December 31, 2002, sales force turnover in
our Norwegian operations was 41%.

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As
part of our extensive training program, sales representatives complete introductory courses that educate them about our company, our products, the market and sales, training, and work
skills. Supervisors and managers take courses in sales leadership and undergo additional training that focuses on strategy, personnel administration, coaching and motivation. Our supervisors and
managers also participate in a mentoring program.

Customer Service

Our Norwegian customer service group is a division of our Norwegian sales division, with dedicated employees and management. As at December 31, 2002, there
were 44 employees in our customer service group. In 2002, we centralized all of our customer service activities in order to increase the efficiency and effectiveness of the group. Our customer service
representatives are responsible for handling complaints regarding, among other things, incorrect directory listings. Subject to certain guidelines, customer service representatives have the discretion
to grant discounts to unsatisfied customers, as a consequence of errors in the advertisement or paid listing.

Publishing and Production of Norwegian Printed Directories



We publish our printed Norwegian directories on a 12-month cycle and in general produce each printed directory once each year. The nature of the
publishing process means that there is a long lead-time between the first sales activity and final distribution of a directory.

Selling.The sale of advertisements and listings are subject to different treatment and deadlines within the publishing
cycle. Sales registration, advertisement production and customer correction take place throughout the selling period. Generally, the sales registration deadline is 2 to 4 months prior to
publication, at which point we cease selling advertisements in order to process all contracts, produce all finalized advertisements and handle all customer corrections prior to composition closure, or
final closure, of the directory. However, during the period between the sales registration deadline and final closure we still sell listings.

Final Closure.Generally 4 to 11 weeks prior to publication, the book is finally closed. This is the deadline date for all
amendments and cancellations, although generally advertisers and customers must cancel their orders within 21 days of contract signing, and after this date all advertisements booked will be
published with the information updated as of the final closure date.

Pre-press.After final closure pre-press activities commence. This is a production specific stage in
which the composition of the book is determined and each page of the book is printed and proofed before the printing files are produced.

Printing and distribution.One to three weeks after final closure, we send our printing files to the printer. It then
commences the printing and binding process, which can vary from 3 to 30 days, depending on the size of the directories and the number of copies to be printed. As the directories are completed
they are transported to the main storage facility of our distributor. Generally, two-thirds of the directories must be delivered to the distributor before the distribution process can
commence. It takes five days to transport the directories to local distribution points and three weeks to carry out the distribution.



The cost of our production processes and printing are significant costs in our business. Printing costs are the largest single component of our Norwegian cost of
materials and printing, totaling NOK 109.9 million and representing 51% of our Norwegian cost of materials and printing in 2002.

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Prior
to delivering our printed directories to the printers for publication, each directory is prepared in-house. Pre-press operations include finalizing artwork,
layout, proofing and pagination. After the pre-press stage is completed, we send the directories electronically to the printers for printing.

Because
of the large print volume and special binding requirements, printing of directories requires a high level of specialization. We outsource our printing in Norway to Mohndruck
Graphische Betriebe GmbH, one of the largest printing firms in Germany. Our contract covers the printing of the Gule Sider (Yellow Pages) and Telefonkatalogen (White/Pink Pages) directories, and the
BizKit business-to-business directories, through 2005. The contract provides for price adjustments going forward as follows:



Our
Ditt Distrikt printed directories were printed by Elanders Trykkeri AB and Elanders Norge AS pursuant to an agreement that covered the 1999 to 2002 directories. In May 2002,
we entered into an agreement with Winkowski Sp.zo.o, a Polish printing company, to cover the printing of the 2003 to 2005 Ditt District directories, with an option for an additional two years. The
contract with Winkowski provides for fixed prices subject to adjustments based on flucatuations in the currency exchange rate between the Polish Zloty and the Norwegian kroner, but not greater than
fifty percent of exchange rate deviations greater than 3%.



Paper is our largest raw material and one of our largest variable cost items, accounting for 44% of our Norwegian cost of materials and printing in 2002. In 2002,
we purchased 9,300 tons of paper for our Norwegian directories at a cost of approximately NOK 52.3 million. In 2002, our principal paper suppliers in our Norwegian operations were
UPM-Kymmene, which provided approximately 57% of our paper requirements in that year, and Holmen Paper AS, which supplied approximately 40% of our
paper requirements. Historically, we have had one-year agreements specifying fixed prices and volumes with each of these three paper suppliers. However, in November 2001, we entered
into four-year paper supply contracts with UPM-Kymmene and Holmen Paper AB which in the aggregate are anticipated to cover all of our paper requirements with respect to the
Gule Sider, Telefonkatalogen, Ditt Distrikt and BizKit printed directories through the 2005 generations. These contracts provide that the volume of paper provided will be determined by our actual
paper needs in each year. The agreement with UPM-Kymmene provides for fixed prices with respect to the first two years, subject to adjustments for exchange rate deviations between the euro
and the Norwegian Kroner of more than 3% with possible positive or negative price adjustments of up to 3% with respect to the subsequent two years. The agreement with Holmen Paper AB provides for
fixed prices with respect to the first three years of the agreement, subject to adjustments for exchange rate deviations between the Swedish Kroner and the Norwegian Kroner of more than 15%, for price
adjustments subject to negotiation in the fourth year of the agreement.

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Seasonality

Our results of operations tend to fluctuate from quarter to quarter because the different editions of our printed directories are published and distributed at
different times throughout the year. We do not recognize revenue or costs directly related to sales, production, printing and distribution for any given printed directory until the beginning of the
distribution period for that directory. Any delay in the publication and distribution of a printed directory may have the effect of postponing the recognition of operating revenue from that directory
and the operating expenses directly related to that directory to the following financial period. Similarly, an earlier distribution of directories during the year could result in recognition of
operating revenue and operating expenses in an earlier period as compared to the prior year, making year-to-year comparisons more difficult. Finally, due to timing differences
among the payment of costs, invoicing our customers and the recognition of revenue and costs, our financial indicators generally relied on by investors to evaluate a company's ability to service its
debt may not reflect actual cash received or expended during a given period.

Information Systems

Our key business processes are highly automated, and we believe that our information systems are key operational and management assets. Our information systems
are an integral part of our business processes and support systems, supporting all of our business units, including head office functions, through a mixture of software packages and
in-house systems.

As
at December 31, 2002, the information technology group within the Norwegian directories business area had 34 employees.

Our
customer database is one of our most valuable assets. The raw material for our Norwegian directories databases is collected from all of the major Norwegian telecommunications
operators, in particular Telenor ASA and Telenor Mobil AS. In 2000, in our Norwegian operations, we introduced a new primary application system, the third-party developed Directory Systems
Multi-Platform, or DSMP, which replaced 6 legacy systems and 17 separate databases having complicated integration issues and high operating costs. The DSMP system was initially developed by
net-linx, and is used by a number of classified advertising directories providers, including Dominion in Canada and Ameritech in the United States. The DSMP system is continuously updated
to meet our specific needs. In 2002, we significantly reduced problems with our DSMP system that had been the cause of an increase in customer
complaints and resulting credits granted to customers. We believe customer complains and credits will no longer be affected by historical problems with our DSMP system.

On
October 7, 2002, we entered into an agreement with Song Networks AS, a third-party provider of information technology services, to replace Telenor ASA upon the expiration of
Telenor ASA's provision of such services to us on May 16, 2003. Under the terms of the contract, Song Networks AS will provide us wide area network and other related services on a permanent
basis.

We
believe that we have instituted effective methods to secure our information technology systems. Our perimeter security includes mechanisms implemented to protect against hostile
threats from outside the system, such as the risk of defacing and exposure, loss of data or business interruption due to a denial of service attack. Our perimeter security includes gateway routers,
intrusion detection routines and one central firewall.

We
have a number of primary servers, and the information each contains is copied daily. A monthly back-up copy is stored externally. However, our primary servers are
co-located, which means that in the event of a disaster, our servers could be simultaneously destroyed. Although, due to our practice of backing-up our data, it is unlikely
that we would lose a significant amount of the information in our databases, such an event would nevertheless result in significant interruption of our business processes, including our ability to
process orders for our printed directories, update stored

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data and offer our Internet directories on-line. We are currently in the process of improving business continuity solutions.

Competition

We compete, both in Norway and in our international operations, with other advertising media, such as television, radio, newspapers, news magazines, direct mail
and portals and search engines on the Internet for a limited pool of advertising revenue. We also compete with other producers of printed directories and providers of Internet directory information.



Print directories.In Norway, we are the oldest and largest publisher of classified advertising directories. We estimate that
we have approximately a 10% share of the total advertising market in Norway and a 95% share of the classified advertising directories market in Norway, in each case based on revenue.

At
present, we face very few competitors in the classified advertising directories market in Norway. Our largest competitor in 2002 was Storbyguiden. Acquired by TDC Forlag AS, formerly
TeleDanmark, in 2000, Storbyguiden published Bydelsguiden, a business-to-consumer directory, Storbyguiden, a business-to-business directory, and
Oslo-Akershusguiden, an in-car directory. In March 2003 TDC decided to cease operations at Storbyguiden.

Although
we believe that our market position, range of products, proprietary database and strong sales force, together with the relatively small size of Norway (approximately
4.5 million people) provide us with significant competitive advantages, other companies may launch directory services in future that compete with us. Since February 1, 2002, Norwegian
legislation has required Telenor ASA to provide basic subscriber information on non-discriminatory terms to any party that requests it. While this may encourage potential competitors, we
believe that as a result of the factors outlined above, we will maintain a strong competitive position.

Internet.The Internet has emerged as an attractive new medium for advertisers. Internet advertising enables companies to
deliver messages to targeted audiences with specific demographics and interests. Although advertising on the Internet still represents only a small part of total advertising turnover, we believe that
as the Internet grows it may become increasingly important as an advertising medium. We face competition from other companies providing classified directory information through an Internet site, such
as in Norway,gul.no, storbyguiden.no, roscesider.noandbizweb.no. In addition, we face competition
from Eniro AB, Sweden's leading classified advertising directories provider, following its acquisition in 2001 of Scandinavia Online AB, one of Scandinavia's leading Internet portals. As a result of
the acquisition, Eniro AB ownsKvasir.no,and it is possible that Eniro AB may further develop Kvasir.no, in order to offer enhanced options and thereby
increase usage among Norwegian consumers.

International Operations.We are a relatively new entrant in most of the areas outside of Norway in
which we publish our directories, and we are seeking to establish our market position. We compete and may compete in the future primarily with other producers of classified advertising directories,
such as Eniro, in Estonia, Ukraine, Russia, Poland, Lithuania, Latvia and Finland, Wanadoo in France and Mediatel in the Czech Republic. In France our primary competitor is owned by the national
telecommunications provider and holds a dominant position. In these countries it will be difficult for us to expand beyond niche market positions because of the strength of our competitors. In the
countries in which we operate, other than Norway, the classified advertising directories markets are fragmented and competition is intense.

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Intellectual Property

Our brands in Norway benefit from high brand recognition, and we believe that our success and ability to compete depend to a large extent on the reputation of our
brand names and logos, in particular, Gule Sider (Yellow Pages), Telefonkatalogen (White/Pink Pages), BizKit and Ditt Distrikt. We have registered logos for "Telefonkatalogen" and "Ditt Distrikt", and
in each such instance, the logo incorporates the brand name itself. However, although we have been able to register the brand names, "Gule Sider", "Rosa Sider" and "BizKit" as trademarks on a
stand-alone basis, we have not been able to do so with respect to the brand names "Telefonkatalogen" and "Ditt Distrikt. The brand names "Telefonkatalogen" and "Ditt Distrikt" are both descriptive in
nature, and we are therefore unlikely to be successful with respect to any future attempted registrations. We currently have 64 trademark registrations in Norway. In addition, we have 75 registered
trademarks in the various countries comprising our international operations. We have registered the Internet domain names for our four primary Norwegian directories, as well as a number of additional
domain names.

We
own the rights, titles and interests in all of our registered principal brands and logos, free and clear of any liens or encumbrances, except those in favor of our secured creditors
under the senior credit agreement. We have the right to use all of our intellectual property assets, which we believe are material to our business, without payments to any other parties, and none of
our intellectual property assets are subject to any license, or any other permission to use in favor of any third party.

We
actively protect our brand names, Internet domain names and logos in all of the countries in which we operate. As the Internet grows, it may prove more onerous to protect our
trademarks from domain name infringement or to prevent others from using Internet domain names that associate their business with ours.

In
addition to our brands, our proprietary database is a key intellectual property asset, which we are continuously seeking to enhance and protect. We have the sole rights to our
proprietary database, and our database is not subject to any license or any permission to use in favor of any third party, except for certain rights in favor of Telenor ASA, Telenor Privat AS, Telenor
Bedrift AS and Telenor Mobil AS. In addition, we believe our database is protected against infringement by third parties by the Norwegian Copyright Act, which implements the EU directive (96/9/EC).
The Copyright Act provides us with the right to prevent the extraction and re-utilization of our database in whole or in substantial part. However, the information contained in the
database is not itself protected, and we therefore cannot be certain that other parties will not be able to use such information or establish their own database containing similar information.

We
also own the copyright in software assigned to us by contractors or created by our employees during the course of their employment.

Regulation

We are subject to the regulations that apply generally to businesses in the countries in which we operate. In particular, laws and regulations at both the
national and European Union ("EU") levels governing telecommunications, data protection and advertising affect our principal business activities.

Telecommunications Regulations

Norwegian telecommunication regulations indirectly regulate our business. We publish the Telefonkatalogen directories on behalf of Telenor ASA, the former
state-owned telephone company, and we purchase subscriber information from it. Norwegian telecommunication regulations regulate Telenor ASA, and the Norwegian Post and Telecommunications Authority
monitors compliance with them.

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In
accordance with the Norwegian Telecommunications Act, the Norwegian Ministry of Transport and Communications has issued Telenor ASA a license that contains certain conditions that
indirectly affect us. As the primary telecommunications provider in Norway, Telenor ASA is required by their license to publish and make available a telephone directory on an annual basis, listing the
fixed telephone line numbers and mobile telephone numbers for all fixed telephone line and mobile telephone subscribers, regardless of telecommunications service provider, except for those subscribers
who have affirmatively chosen not to have their information disclosed. Telenor ASA may delegate the production and publishing of the directories to companies outside of the Telenor group with the
consent of the Norwegian Ministry of Transport and Communications. Telenor ASA has obtained consent and has delegated this duty to us. However, it is still responsible for the obligations set forth in
the license.

The
license also requires Telenor ASA to obtain consent from each subscriber prior to the publication of that subscriber's information in directories and other information products. Such
consent is not required as regards information necessary to identify a subscriber, provided the subscriber is informed of his or her right to make a reservation regarding having their information
disclosed. The consent requirements imposed by the license are the same as those imposed by the Personal Data Act. We have entered into agreements with Telenor Privat AS, Telenor Bedrift AS and
Telenor Mobil AS, regarding the publishing and distribution of the Telefonkatalogen directories. We also have agreements with these companies regarding purchase of subscriber information.

As
of February 1, 2002, the Norwegian Post and Telecommunications Authority required that all telecommunication providers that assign telephone numbers to subscribers be subject
to an obligation to provide basic subscriber information to any third party for use in their directory information services. The regulation requires that the information be provided in a standard
format and on fair, cost-based,
and non-discriminatory terms. As a result, Telenor ASA and other telecommunications operators are now required to provide basic subscriber information to third parties. This may result in
increased competition among directory information companies as regards both directories and other information services based on directories.

Data Protection and Privacy



We collect the names, addresses, and phone numbers of telecommunication subscribers for publication in directories. The Norwegian Personal Data Act of
April 14, 2000, or the "Personal Data Act", regulates the collection, use and processing of personal data. This act implements the European Union directive on data protection (EU Directive
95/46/EC) in Norway.

Generally
under the Personal Data Act, directory providers must only use information for the purpose for which it has been collected. Further, a person must consent to the collection,
processing, use and publication of such person's personal data. However, the act does not require directory providers to obtain active consent with respect to the collection, processing, use and
publication of basic subscriber information such as name, address, and telephone number. It is sufficient for them to obtain passive consent from subscribers. Passive consent means providing each
subscriber with the opportunity to refuse collection, processing, use and publication of its basic information.

The
Personal Data Act also provides that directory providers must:



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Telenor
ASA may, based on the Personal Data Act, continue to legally disclose and transfer basic subscriber information to us for directory and, directory enquiry services.

Telenor
ASA currently has a license under the Personal Data Act permitting Telenor ASA to process personal data related to subscribers use of telecommunication services. The license
permits Telenor ASA to disclose directory data to third parties producing printed or electronic directories or operating directory enquiry services. The license permits the disclosure only of data
necessary to identify a particular subscriber, such as name, address and telephone number. Publication of other information requires active consent from the subscriber. The license has the same
consent requirements as the license given to Telenor ASA under the Telecommunications Act.

The
European Commission proposed a requirement on July 12, 2000 that subscribers must actively consent to the listing of all personal information, including basic information, in
directories. The proposal has not been adopted. On July 12, 2002, the European Parliament and the council adopted Directive 2002/58/EC concerning the process of personal data and the protection
of privacy in the electronic communications sector. Pursuant to this Directive, member states may require additional consent from subscribers in connection with the disclosure of information other
than contact details for persons on the basis of their name and, where necessary, a minimum of other identifiers. An act implementing the directive is expected to take effect in Norway by
December 31, 2003. This Directive will not result in any change regarding the right to publish ordinary directory information without consent.

Competition Issues

The Norwegian Competition Act, the "Competition Act", regulates competition to ensure an efficient market. Section 3-10 of the Competition Act,
provides to the Competition Authority the right to intervene in business activities that have the purpose or effect of either restricting, or being liable to restrict, competition.

In
order for the Competition Authority to take action pursuant to Section 3-10, the Competition Authority must both:



The
Competition Authority also may regulate excessive pricing under the Price Regulation Act. This act grants the Competition Authority a right to intervene against unfair pricing and a
right to impose price regulations on selected business sectors in certain circumstances. The threshold the Competition Authority must meet in order to act pursuant to the Price Regulation Act is more
difficult to meet than the threshold for the Competition Act.

We
do not believe the Competition Authority has ever attempted to intervene in the directory market in Norway, either pursuant to the Competition Act or the Price Regulation Act.
Although the Competition Authority has imposed price regulations in other markets on a few occasions, it has never imposed price caps on a directory market participant. However, we cannot be certain
the Competition Authority will not intervene in the future, and any such intervention could adversely affect our business. See "Item 3Key InformationRisk
FactorsChanges in regulation regarding information technology and data privacy may increase our costs".

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Internet Domain Names



NORID, Norwegian Registration service for Internet Domain names, administers the registration of Internet domain names under the Norwegian top level domain ".no".
NORID allocates Internet domain names on a first come, first served basis. Once a party has registered a domain name under ".no", no one else may register an identical domain name. However, a party
may register a similar domain name even if people are likely to confuse it with a previously registered domain name.

Registration
of a domain name does not provide a party with any rights other than rights to the domain name itself. In particular, a registrant would not receive any intellectual
property protections with respect to the registered name in addition to those the registrant had prior to the registration. The NORID domain name policy requires an applicant to determine that
registration of the relevant domain name will not violate Norwegian law or the rights of third parties before filing an application. NORID does not perform an independent examination of these matters.
The applicant bears the sole responsibility, including criminal and civil liability for consequences of the registration and use of the domain name.

Other Relevant Regulation



Advertising laws and regulations, including the Norwegian Marketing Act, govern advertisement publishers like ourselves. The Norwegian Marketing Act prohibits all
direct marketing to consumers by e-mail, SMS, fax or automatic call-machines unless active consent has been obtained prior to the marketing. However, the act does not require
prior active consent for direct marketing by phone, but the Norwegian Personal Data Act requires updating the registers of addresses and phone numbers to reflect the Norwegian Central Marketing
Exclusion Register, prior to marketing by phone, except for existing customers.



Norway has not implemented the EU directive of June 8, 2000 (2000/31/EC), which regulates information society services, such as telecommunication services
and Internet services, in particular electronic commerce, in the European Economic Area. A Norwegian government "green paper" has been published on the topic, and a new act implementing the directive
is expected to take effect by the end of 2003.

Advertising
laws generally do not hold an advertisement publisher liable for the content of the advertisements it publishes. Exceptions exist when the advertisement has illegal content
and when the advertisement itself is a legal offence, such as advertisements for illegal substances.

The
EU directive holds advertisement publishers liable for websites with illegal content but only if the publisher continues to allow access to the relevant website after the publisher
learns of the illegal contents. We are not yet certain how this EU directive will be implemented in Norway.

Exchange Controls

There are no governmental laws, decrees, regulations or other legislation of Norway which may affect the import or export of capital, including the availability
of cash and cash equivalents for use by us, or which may affect the remittance of dividends, interests or other payments to nonresident holders of the notes, provided a Norwegian authorized exchange
bank is used for the transfer.

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Organizational Structure

The following chart is a summary of our corporate structure prior to the completion of the planned transfer of our international subsidiaries:

GRAPHIC

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Findexa Co-Invest LLC, a limited liability company managed by Texas Pacific Group, indirectly beneficially owns 95.8% of our share
capital.

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Significant Subsidiaries

Our significant subsidiaries as at December 31, 2002 were as follows:

|Subsidiary                |  | Country of Incorporation |  | % Ownership at December 31, 2002 |  
|------------------------- |  | ------------------------ |  | -------------------------------- | -
|Findexa I AS              |  | Norway                   |  | 100                              | %
|Findexa Belgium SCA       |  | Belgium                  |  | 100                              | %
|Findexa AS                |  | Norway                   |  | 100                              | %
|Findexa France Holding SA |  | France                   |  | 100                              | %

Property, Plants and Equipment

We operate from a number of properties in Norway and European countries outside of Norway, all of which are leased. We have also entered into a lease agreement,
to take effect from December 20, 2002, relating to a new headquarters for our Norwegian operations. The following table sets out information regarding our principal facilities and properties:

|Location           |  | Approximate
square meterage |  | Principal use                           |  | Status
|------------------ |  | --------------------------- |  | --------------------------------------- |  | ------
|Skullerud, Norway  |  | 12,760                      |  | Headquartersmain office                |  | Leased
|Stavanger, Norway  |  | 1,378                       |  | Regional sales                          |  | Leased
|Bergen, Norway     |  | 1,030                       |  | Regional sales                          |  | Leased
|Trondheim, Norway  |  | 1,408                       |  | Regional sales                          |  | Leased
|Gjøvik, Norway     |  | 698                         |  | Handling of all basic listing data      |  | Leased
|Tønsberg, Norway   |  | 376                         |  | Regional sales                          |  | Leased
|Tromsø, Norway     |  | 260                         |  | Regional sales                          |  | Leased
|Malmaisson, France |  | 1,900                       |  | HeadquartersFindexa France Holdings SA |  | Leased

Insurance

We have insurance cover from a number of insurance providers in respect of general liability, property damage, directors' and officers' liability, crime,
professional indemnity, public and products liability, property and travel, accident and health and group life insurance.

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Item 5.    Operating and Financial Review and Prospects

Operating Results

You should read the following discussion and analysis together with the audited consolidated historical financial statements and the notes
explaining those financial statements included in Item 18 of this Form 20-F.

This analysis is based on the audited historical financial statements of the predecessor, which we acquired on November 16, 2001, and the audited
historical financial statements of the successor. The financial information included in the discussion below for the year ended December 31, 2001 is for the combined periods from
January 1, 2001 to November 15, 2001 and from November 16, 2001 to December 31, 2001, and is derived from the predecessor's audited historical financial statements for the
period from January 1, 2001 to November 15, 2001 and the successor's audited historical financial statements for the period from November 16, 2001 to December 31, 2001.
This financial information represents the aggregation of these periods and does not purport to be indicative of the actual results for the twelve-month period then ended had the Acquisition taken
place on January 1, 2001. The financial information included in the discussion below for the year ended December 31, 2002 is derived from the successor audited historical financial
statements.

The consolidated historical financial statements for each of the two years in the period ended December 31, 2000, the period from January 1, 2001 to
November 15, 2001 and the period from November 16, 2001 to December 31, 2001 were audited by Arthur Andersen & Co. (Andersen) who has ceased operations. A copy of the
report previously issued by Andersen on our financial statements as of December 31, 1999, 2000 and 2001 and for each of the two years in the period ended December 31, 2000, for the
period from January 1, 2001 to November 15, 2001 and for the period November 16, 2001 to December 31, 2001 is included elsewhere in this report. Such report has not been
reissued by Andersen.

Our consolidated audited historical financial statements have been prepared in accordance with Norwegian GAAP, which differ in certain material respects from U.S.
GAAP. For a discussion of the principal differences between Norwegian GAAP and U.S. GAAP and a reconciliation of net income and
shareholder's equity to U.S. GAAP for the year ended December 31, 2000 and for the period from January 1, 2001 to November 15, 2001, the period from November 16, 2001 to
December 31, 2001, and for the year ended December 31, 2002, we refer you to Note 29 of the notes to our audited consolidated historical financial
statements.

Overview

General

We are the leading provider of classified advertising directories in Norway. We publish approximately 100 different directories in Norway. We distribute our
classified advertising directories in Norway through various distribution media, including printed directories, Internet-based directories, Talking Yellow Pages CD-ROM products and SMS. We
also publish a wide variety of directories in nine other European countries.



We conduct our operations both in Norway and internationally, and we regard our operations in Norway, which we refer to as "DirectoriesNorway," and
our International Operations as our two business segments for financial reporting purposes.

Since
1995, we have pursued a strategy of expanding our International Operations through acquisitions of independent directory publishers and joint ventures and partnerships with
incumbent operators. Our International Operations have operated at a loss in the years 2000 through 2002,

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reflecting the lower market penetration rate, greater competition and lower degree of development of these operations compared to our operations in Norway. During 2002, the board of directors
approved a resolution to transfer the International operations to a separate entity controlled by Findexa LLC, our indirect parent, which is not a subsidiary of Findexa II AS. The transfer will be
completed over several phases. As of December 31, 2002, the International operations were wholly owned by Findex II AS. In March 2003, the International operations have been legally
transferred to Findexa (Cayman) Ltd, a subsidiary of Findexa LLC, which is not a subsidiary of Findexa II AS. The transfer was made in exchange for redeemable preference shares in Findexa
(Cayman) Ltd. Findexa LLC holds all of the ordinary common shares of Findexa (Cayman) Ltd. However, we anticipate that the operating results of our international operations will continue
to have a negative impact on our consolidated financial results. For a geographical breakdown of key profit and loss items by segment during the period under
review, see note 3 of the notes to our audited consolidated historical annual financial statements included in Item 18 of this Form 20-F.



On November 16, 2001, an investment fund managed by Texas Pacific Group ("TPG") acquired 100% of the voting equity interests of Findexa AS from Telenor
through a newly formed holding company, Findexa II AS (the "Acquisition"). The aggregate purchase price was NOK 5,800 million of cash, which includes repayment of NOK 460 million owed to
Telenor ASA, our former parent. Findexa II AS issued new shares to TPG in connection with the Acquisition, raising new equity of NOK 1.0 million. The acquisition has been
accounted for as a "purchase." An additional purchase price adjustment of NOK 74.3 million was paid to Telenor ASA in 2002, based on final cash balances, debt balances and working
capital at September 30, 2001. The results of the successor's operations have been included in the consolidated financial statements since that date. See Note 1 to the notes to our
audited consolidated historical financial statements included in Item 18 of this Form 20-F.



In the years 2000 through 2002, we made several acquisitions in connection with the expansion of our international operations. In particular, during that period,
we significantly expanded our French operations by acquiring the following French directory publishers: Edition de l'Aqueduc S.A., of which we acquired all of the share capital for
NOK 3.2 million in 2000; Annuaires Téléphoniques de Bretagne S.A., of which we acquired all of the share capital for
NOK 36.7 million in 2000 and 2001; Annuaires du Languedoc S.A., of which we acquired all of the share capital for NOK 2.6 million in 2000 and 2001; and Annuaire Phone Edition
Holding S.A., of which we acquired all of the share capital for NOK 102.9 million in 2001.

In
2000, we acquired a 60% interest in Oy Findexa AB, a Finnish Internet-based directory publisher, for NOK 19.0 million.

We
made several other acquisitions during the years 2000 through 2002. For a complete list of these acquisitions, please refer to Note 1 of the notes to our audited consolidated
historical annual financial statements included in Item 18 of this Form 20-F.



During the years 2000 through 2002, we disposed of the following businesses:



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DirectoriesNorway.In DirectoriesNorway, our principal source of operating revenue consists of
sales of basic listings, enhanced listings and advertisements in our classified advertising directories. A basic listing includes the name, address and fixed line or mobile telephone number of the
customer. An enhanced listing is a bold entry, a super-bold entry, a red entry, or an additional listing. An advertisement includes the options described under Item
4"BusinessProducts and ServicesNorwegian Directories." Operating revenue from our Norwegian classified advertising directories includes:



We
track sales of enhanced listings together with sales of basic listings for two of our four principal directories (Gule Sider and Telefonkatalogen) and together with sales of
advertisements for the other two directories (Ditt Distrikt and BizKit). Accordingly, in the discussion of our results of operations below, we use the terms "listings" and "advertisements" in the
following way:



In
the years 2000 through 2002, we generated operating revenue from our Norwegian classified advertising directories primarily from printed directories. For instance, operating revenue
from printed directories represented approximately 92% of the operating revenue of DirectoriesNorway in 2002. During that period, we also generated operating revenue from distributing our
directories through other media, such as the Internet, Talking Yellow Pages and CD-ROM. These other distribution media in the aggregate represented approximately 9% of the operating
revenue of DirectoriesNorway in

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2002. Operating revenue of DirectoriesNorway during the period under review included revenue from transactions with Telenor ASA and its affiliates, consisting principally of the
following:



International Operations.In our International Operations, we generate operating revenue from advertisements and listings in
printed directories, Internet search engines and portals and sales of directory content on CD-ROM. Operating revenue from advertisements and listings in printed directories represented
approximately 98%, 92% and 82% of the total operating revenue of our International Operations in 2000, 2001 and 2002, respectively.

Distribution timing differences.Because the number and type of our printed directories are not evenly distributed throughout
the year, our operating revenue varies from quarter to quarter. Direct and indirect operating expenses, including cost of materials and printing, sales costs and production costs attributable to a
particular printed directory, are recognized simultaneously with the revenue arising from that directory. Changes in the timing of the distribution of our printed directories could also cause our
results of operations to vary from year to year. As a result, changes in the timing of the
distribution of a printed directory can cause fluctuations in our results of operations in a given period that are not indicative of changes in our business in that period.



Cost of materials and printing consists of costs associated with the publication of printed directories and includes paper costs, printing costs and other cost of
materials and printing (including the costs of acquiring the right to use and update the maps included in our printed and Internet-based directories, the costs of outsourced artwork and the costs of
production of CD-ROMs). Printing costs, the costs of printing and binding our printed directories, represented approximately 49.8%, 52.6% and 51.0% of consolidated cost of materials and
printing and 7.2%, 6.8% and 5.4% of consolidated operating revenue in 2000, 2001 and 2002, respectively. In 1999, we negotiated a printing contract with Mohndruck Graphische Betriebe GmbH, one of the
largest printing firms in Germany, to cover the printing of the 2001 to 2005 Gule Sider and Telefonkatalogen directories. In 2001, we extended the contract to the 2002 to 2005 BizKit directories. The
printing contract provides for fixed prices with respect to the first generation of each directory with adjustments to the prices based on fluctuations in the currency exchange rate between the
Deutsche Mark and the Norwegian Kroner and in the official wage index for workers in the German printing industry.

In
May 2002, we entered into an agreement with Winkowski Sp.zo.o, a Polish printing company, to cover the printing of the 2003 to 2005 Ditt District directories, with an option
for an additional two years. The contract with Winkowski provides for fixed prices subject to adjustments based on fluctuations in the currency exchange rate between the Polish Zloty and the Norwegian
Kroner, but not greater than fifty percent of +/- 3%. The change from our previous printing services providers have provided us with a significant cost reduction measured on comparable volumes and
printing parameters and enabled us to introduce improved printing quality, including color advertisements, while

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maintaining stability in printing costs. For a description of the contract, see Item 4"Business OverviewPublishing and Production of Norwegian Printed
DirectoriesProduction Processes and Printing."

Paper
costs represented approximately 39.6%, 36.3% and 37.5% of consolidated cost of materials and printing and 5.7%, 4.7% and 4.0% of consolidated operating revenue in 2000, 2001 and
2002, respectively. Paper costs represent our single largest exposure to raw materials. In late November 2001, we negotiated paper supply agreements with two major paper suppliers, Holmen Paper
AB and UPM-Kymmene AS, which in the aggregate will cover the paper supply requirements for our four principal Norwegian directories through the 2005 generations of the directories. The
paper agreement with Holmen Paper AB provides for fixed prices through 2004 subject to adjustments based on fluctuations in the currency exchange rate between the Swedish Kroner and the Norwegian
Kroner. After 2004, the prices are subject to negotiation. The paper agreement with UPM-Kymmene AS provides for fixed prices through 2003, with adjustments thereafter to be negotiated, but
not to be greater than +/- 3.0%. For a description of these contracts, see Item 4"Business OverviewPublishing and Production of Norwegian Printed
DirectoriesPaper Supplies."



Salaries and personnel costs consist principally of salaries, social security charges, pension costs and other personnel costs. Salaries and personnel costs
represented approximately 30.9%, 33.8% and 32.2% of consolidated operating revenue in 2000, 2001 and 2002, respectively. A significant portion of the salaries and personnel costs of
DirectoriesNorway relates to our sales force. In 2000, 2001 and 2002, salaries and personnel costs of DirectoriesNorway relating to our sales force and production staff
represented approximately 76.7%, 77.1% and 72.6%, respectively, of salaries and personnel costs of DirectoriesNorway.



Other operating expenses includes cost of premises, vehicles and office equipment, travel and travel allowances, marketing and advertising expenses, bad debt
expenses, distribution expenses, external consultancy fees, hired personnel and other expenses. Other expenses historically primarily consisted of expenses payable to Telenor ASA.

The
most significant categories of costs included in other operating expenses in our DirectoriesNorway segment during the periods under review were:



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Our financial statements for 2000 and the period November 16, 2001 to December 15, 2001 will vary in important respects from the consolidated
historical financial statements subsequent to November 15, 2001 contained in Item 18 of this Form 20-F. In particular, as a result of the Acquisition and the related
financings, which were consummated on November 16, 2001, there has been a significant increase in our interest expense. Our interest expense increased from NOK 6.9 million in 2000 to NOK
86.6 million in 2001 (which includes NOK 84.3 million of interest expense for the period November 16, 2001 to December 31, 2001) to NOK 569.5 million in 2002. In
addition, since the consummation of the Acquisition and the related financings we have experienced a significant increase in amortization of goodwill and other intangible assets. In 2002, we recorded
charges associated with the amortization and impairment of goodwill and other intangible assets of NOK 903.0 million, which includes an impairment of goodwill related to International
Operations of NOK 295.2 million, as opposed to NOK 38.7 million and NOK 152.9 million in 2000 and 2001, respectively. As a result, our net income decreased from NOK
219.9 million in 2000 to NOK 0.7 million in 2001 and to a net loss of NOK 849.0 million in 2002. We expect in the future that our financial statements will continue to reflect
substantial interest expense and amortization of goodwill and other intangible assets, and that we will report net losses.

Furthermore,
prior to the Acquisition, our historical financial statements reflect management fees and other corporate overhead charges paid to Telenor ASA. The amount of these
management fees and other corporate overhead charges was determined by Telenor ASA. As of November 16, 2001, we no longer pay a management fee and we anticipate that the additional costs we
will incur as a result of being an independent company after the Acquisition (including insurance, legal, finance and additional salaries and personnel costs and specific costs necessary to operate as
an independent company) will be significantly less than these management fees and other corporate overhead charges.

Also
in connection with the Acquisition and the related purchase price allocation, we reduced our deferred revenue balance to reflect estimated fair value of the expected cost of the
services and increased our directories in progress balance to reflect the anticipated profit margin on costs already incurred with respect to the directories in progress as of the Acquisition date. As
a result, we recognized a correspondingly lower revenue and greater expense subsequent to the date of purchase. Our audited financial statements for the year ended December 31, 2002, excludes
revenue of NOK 36.1 million and salaries and personnel costs of NOK 8.4 million and includes operating expenses of 179.5 million that would have been recognized had no purchase
price allocation been performed. For the successor period from November 16, 2001 to December 31, 2001, the audited financial statements exclude revenue of NOK 13.9 million and
salaries and personnel costs of NOK 8.4 million and includes operating expenses of NOK 48.9 million that would have been recognized had no purchase price allocation been performed.
Subsequent to December 31, 2002, there will be no impact of these purchase price adjustments.

Critical accounting policies and estimates

Our accounting policies affecting our financial condition and results of operations are more fully described in our consolidated financial statements included in
Item 18 of this Form 20-F. Certain of our accounting policies require the application of judgment by management in selecting appropriate assumptions for calculating financial
estimates, which inherently contain some degree of uncertainty. Management bases its estimates on historical experience and various other assumptions that are

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believed to be reasonable under the circumstances, the results of which form the basis for marketing judgments about the reported carrying values of assets and liabilities and the reported amounts of
revenues and expenses that may not be readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The following is a summary of what
we consider to be our critical accounting policies:



In preparing our financial statements and related disclosures, we must use estimates in determining the allocation of revenue from sales of advertisements and
listings to individual directories or distinct media. In 1999, we initiated a cross-publishing sales policy for basic listings in our Norwegian directories, where a customer who pays for a basic
listing in one of our directories receives a basic listing in all of our directories and in all media available for each directory. In 2000, we also introduced a bundled sales policy for
advertisements in our Norwegian directories, where a customer who pays for an advertisement in one brand of our directories receives advertisements in each media available for that directory. Each of
these sales policies requires us to use estimates to allocate revenue from sales of advertisements and listings to individual directories and media.

Our
revenue recognition policies differ according to the distribution medium for our directories. In particular, we follow the following revenue recognition principles under Norwegian
GAAP:



For
the years 2000 and 2001, revenue from cross-publishing sales was allocated to each printed directory based on the revenue allocation experienced in 1998, which was the last year when
we sold basic listings individually for each of our printed directories. In 2002, we changed our method of allocating revenue from cross-publishing sales to better reflect management's estimate of the
fair value to the customer. Markets surveys are conducted periodically to determine the relative end-usage of each product, which management uses to determine the fair value of each
product. This process requires subjective judgments. We plan to review periodically the basis for the revenue allocation in the future and to change our method of allocating revenue from
cross-publishing sales if in our view it no longer reflects fair value. Management's allocation of revenue from cross-publishing sales to each of our Internet services is mainly based on the relative
proportion of end-user usage, which we review periodically.

With
respect to bundled sales, the method in determining the allocation of revenue from combined sales of printed and Internet published advertisements and listings to independent media
is based on management's estimate of the fair value to the customer. We periodically complete marketing surveys to determine the relative end-usage of Internet advertisements and listings
as compared to published advertisements and listings to estimate the fair value of each to the customer, but any such process requires subjective judgments.

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Because
we recognize revenue from our Internet directories and our printed directories over different time periods, to the extent that our estimates of the fair values of, and therefore
the allocation of revenue from, internet products and printed products are incorrect, the timing of our revenue recognition may be materially different. Similarly, because we recognize revenue from
printed directories at the time of distribution of the relevant directory and because different directories are distributed at different times throughout the year, to the extent that our estimate of
the fair values of, and therefore the allocation of revenue from, basic listings in individual printed directories are incorrect, the timing of our revenue recognition may be materially different.

In
addition to the product-specific revenue recognition principles described above, we follow the following general principles as well:





We assess the carrying value of identifiable intangible assets, long-lived assets and goodwill annually, or more frequently if events or changes in
circumstances indicate that such carrying value may not be recoverable. Factors which we consider important, which would trigger an impairment review, include the following:



When
we determine that the carrying value of intangible assets, long-lived assets or goodwill may not be recoverable based upon the existence of one or more of the above
indicators of impairment, we measure any impairment based on a projected discounted cash flow.

This
review is based upon our projections of anticipated future cash flows. The most significant variables in determining cash flows are discount rates, terminal values and the number of
years on which to base the cash flow projections. Management determines discount rates to be used based on the risk inherent in the related activity's current business model compare to the Group's
internal rate of return and industry comparisons. Terminal values are based on the expected life of business and forecasted cash flows over that period. While we believe that our assumptions are
appropriate, such amount estimated could differ materially from what will actually occur in the future.



We record a valuation allowance to reduce our deferred tax assets to an amount that is more likely than not to be realized. While we have considered future
taxable income and prudent and feasible tax planning strategies in determining the amount of our valuation allowance, our estimates of future taxable income may not correspond to actual future taxable
income. Any differences in the amounts that we ultimately realize, as a result of such lack of correspondence, would be included as income in the period in which such a determination is reached.



Our arrangements with customers for advertisements and listings require us to refund certain amounts to customers if certain errors were made in those
advertisements and listings. Provisions are made to reserve for future refunds due to errors based primarily on historical refund rates, refund

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policies and the average age of our receivables. If future refunds due to errors significantly exceed our reserves for such purposes, our operating results would be adversely affected. Provisions are
also made based on an estimate of future customer bad debt. If future bad debt significantly exceeds our provision, our operating results would be adversely affected.

Differences between Norwegian GAAP and U.S. GAAP

Our audited consolidated historical financial statements included elsewhere in this Form 20-F have been prepared under Norwegian GAAP, which differs from
U.S. GAAP in certain respects. Our net income for the year ended December 31, 2000, the period from January 1, 2001 to November 15, 2001, the period from November 16, 2001
to December 31, 2001 and the year ended December 31, 2002 and shareholder's equity at December 31, 2001 and 2002, are presented in Note 29 of the notes to the audited
consolidated historical financial statements included elsewhere in this prospectus. The most significant differences between Norwegian GAAP and U.S. GAAP during the periods under review were as
follows:



Results of operations

The financial information included in the table and the review set forth below for the year ended December 31, 2001 is derived from the audited historical
financial statements of the predecessor for the period from January 1, 2001 to November 15, 2001 and the audited historical financial statements of the successor for the period from
November 16, 2001 to December 31, 2001. The combined financial information for the period from January 1, 2001 to December 31, 2001 represents the aggregation of the two
interim periods and does not purport to be indicative of the actual results for the twelve month period then ended had the Acquisition taken place on January 1, 2001.

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The following table summarizes our results of operations for the years ended December 31, 2002, 2001 and 2000:

|                                                |  | Consolidated
Group |   | Percent of Operating Revenue |    | Directories
Norway |   | Percent of Operating Revenue |    | International Operations |   | Percent of Operating Revenue |   
|----------------------------------------------- |  | ------------------ | - | ---------------------------- | -- | ------------------- | - | ---------------------------- | -- | ------------------------ | - | ---------------------------- | --
|
|
|Year ended December 31, 2002                    |  |                    |   |                              |    |                     |   |                              |    |                          |   |                              |   
|Operating revenue                               |  | 2,022,766          |   | 100                          | %  | 1,531,546           |   | 100                          | %  | 491,220                  |   | 100                          | % 
|Cost of materials and printing                  |  | 215,338            |   | 11                           | %  | 120,409             |   | 8                            | %  | 94,929                   |   | 19                           | % 
|Salaries and personnel costs                    |  | 651,217            |   | 32                           | %  | 399,395             |   | 26                           | %  | 251,822                  |   | 51                           | % 
|Other operating expenses                        |  | 788,866            |   | 39                           | %  | 576,086             |   | 38                           | %  | 212,780                  |   | 43                           | % 
|Loss on disposal of fixed assets and operations |  | 3,245              |   | 0                            | %  |                    |   | 0                            | %  | 3,245                    |   | 1                            | % 
|Depreciation and amortization                   |  | 627,041            |   | 31                           | %  | 539,262             |   | 35                           | %  | 87,779                   |   | 18                           | % 
|Impairment of fixed assets                      |  | 810                |   | 0                            | %  | 661                 |   | 0                            | %  | 149                      |   | 0                            | % 
|Impairment of goodwill                          |  | 295,196            |   | 15                           | %  |                    |   |                             |    | 295,196                  |   | 60                           | % 
|Total operating expenses                        |  | 2,581,713          |   | 128                          | %  | 1,635,813           |   | 107                          | %  | 945,900                  |   | (193                         | %)
|Operating profit (loss)(1)                      |  | (558,553           | ) | (28                          | %) | (104,267            | ) | (7                           | %) | (454,286                 | ) | (92                          | %)
|Year ended December 31, 2001(2)                 |  |                    |   |                              |    |                     |   |                              |    |                          |   |                              |   
|Operating revenue                               |  | 2,000,055          |   | 100                          | %  | 1,499,972           |   | 100                          | %  | 500,083                  |   | 100                          | % 
|Cost of materials and printing                  |  | 257,136            |   | 13                           | %  | 139,056             |   | 9                            | %  | 118,080                  |   | 24                           | % 
|Salaries and personnel costs                    |  | 676,837            |   | 34                           | %  | 395,834             |   | 26                           | %  | 281,003                  |   | 56                           | % 
|Other operating expenses                        |  | 739,401            |   | 37                           | %  | 472,184             |   | 31                           | %  | 267,217                  |   | 53                           | % 
|Depreciation and amortization                   |  | 154,025            |   | 8                            | %  | 96,212              |   | 6                            | %  | 57,813                   |   | 12                           | % 
|Impairment of fixed assets                      |  | 16,369             |   | 1                            | %  | 16,232              |   | 1                            | %  | 137                      |   | 0                            | % 
|Total operating expenses                        |  | 1,843,768          |   | 92                           | %  | 1,119,518           |   | 75                           | %  | 724,250                  |   | 145                          | % 
|Operating profit (loss)(1)                      |  | 167,089            |   | 8                            | %  | 390,800             |   | 26                           | %  | (223,711                 | ) | (45                          | %)
|Year ended December 31, 2000                    |  |                    |   |                              |    |                     |   |                              |    |                          |   |                              |   
|Operating revenue                               |  | 1,801,342          |   | 100                          | %  | 1,486,545           |   | 100                          | %  | 314,797                  |   | 100                          | % 
|Cost of materials and printing                  |  | 261,249            |   | 15                           | %  | 197,582             |   | 13                           | %  | 63,667                   |   | 20                           | % 
|Salaries and personnel costs                    |  | 556,418            |   | 31                           | %  | 402,956             |   | 27                           | %  | 153,462                  |   | 49                           | % 
|Other operating expenses                        |  | 617,125            |   | 34                           | %  | 441,730             |   | 30                           | %  | 175,395                  |   | 56                           | % 
|Depreciation and amortization                   |  | 62,663             |   | 3                            | %  | 28,808              |   | 2                            | %  | 33,855                   |   | 11                           | % 
|Impairment of fixed assets                      |  | 1,951              |   | 0                            | %  | 1,951               |   | 0                            | %  |                         |   | 0                            | % 
|Total operating expenses                        |  | 1,499,406          |   | 83                           | %  | 1,073,027           |   | 72                           | %  | 426,379                  |   | 135                          | % 
|Operating profit (loss)(1)                      |  | 301,936            |   | 17                           | %  | 413,518             |   | 28                           | %  | (111,582                 | ) | 35                           | % 

---

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|                               |  | DirectoriesNorway |  | International Operations |  
|------------------------------ |  | ------------------ |  | ------------------------ | -
|
|
|Year ended December 31, 2001   |  |                    |  |                          |  
|Operating revenue              |  | 1,435,477          |  | 64,495                   |  
|Cost of materials and printing |  | 134,183            |  | 4,873                    |  
|Salaries and personnel costs   |  | 357,112            |  | 38,722                   |  
|Other operating expenses       |  | 412,573            |  | 59,611                   |  
|Depreciation and amortization  |  | 26,234             |  | 69,978                   |  
|Impairment of fixed assets     |  | 15,572             |  | 660                      |  
|Total operating expenses       |  | 945,674            |  | 173,844                  |  
|Operating profit(1)            |  | 500,149            |  | (109,349                 | )

---

Year ended December 31, 2001 versus year ended December 31, 2002



General.Consolidated operating revenue increased 1.1% from NOK 2.00 billion in 2001 to NOK 2.02 billion in
2002,due to a 1.8% decrease in International Operations and a 2.1% increase in DirectoriesNorway.

DirectoriesNorway.Operating revenue from DirectoriesNorway increased from NOK 1.50 billion
in 2001 to NOK 1.53 billion in 2002. Operating revenue in 2002 excludes NOK 36.1 million of revenue deferred prior to the Acquisition by TPG. See Item 5"Explanation of Key
Profit and Loss Account ItemsEffect of the Acquisition" for details. After adjusting for this exclusion, there was a 3.6% increase in operating revenue, principally due to an increase in
sales of advertising in our Gule Sider directories, which is both price and volume driven. In addition, revenue from TKSMS, a text messaging service introduced in the second half of 2001, and stronger
sales of Yellow Pages Internet products contributed to the increased of in operating revenue.

Sales
of listings and advertisements increased 3.5% from NOK 1,442.4 million in 2001 to NOK 1,493.2 million in 2002. The increase was due principally to a 4.2% increase in
sales of listings and advertisements in Yellow/White Pages, primarily due to increases in prices, offset in part by a 4.1% decrease in sales of BizKit.

Sales
relating to product lines discontinued in February 2001 (Audiotex and Golfguiden AS) amounted to NOK 0.7 million in 2001 and nil in 2002.

In
2002, compared with 2001, customer credits associated with print listings and advertisements decreased 12.5% from NOK 70.2 million to NOK 61.4 million, as a result of a
decrease in complaints. The decrease in customer credits in 2002 compared with 2001 is mainly attributable the successful implementation and second and third time use of the DSMP system for our
directories.

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Increases
in sales of our Norwegian directories listings and advertisements in 2002 and decreases in customer credits in 2002 were offset in part by decreases in fees of 7.2% received
from Telenor ASA for the distribution by us of the Telefonkatalogen directories on their behalf. These distribution fees decreased from NOK 62.9 million in 2001 to NOK 58.3 million in
2002. Revenue increases were also offset by a reduction in new subscribers. In addition, sales of directories to third parties decreased 21.1% from NOK 11.0 million in 2001 to NOK
8.7 million in 2002 due to a decrease in the number of companies who purchase full sets of our printed directories. The Group did not actively sell directories to third parties.

International Operations.Operating revenue from International Operations decreased from NOK 500.1 million in 2001 to
NOK 491.2 million in 2002. Operating revenue in Western Europe was negatively impacted by the closing of our Spanish operation during 2002, which reduced revenue by NOK 49.1 million
compared to 2001. This was offset by additional growth in revenue from the French operations in 2002 compared with 2001 reflecting a contribution of full year revenue in 2002 of companies acquired
during the year 2001 of NOK 34.6 million, as well as organic growth overall. Growth in our Eastern European operations was 4.5%, representing an increase from NOK 125.1 million in 2001
to NOK 130.8 million in 2002. This increase was due primarily to the inclusion of new directories and positive market development, particularly in Russia, offset in party by currency
fluctuations given the strong Norwegian Kronor. In our Central European operations we had a decline of revenue due to a more competitive market and the adverse effect of currency exchange rates.
Operating revenue from our operations in Poland and France represented approximately 19.6% and 29.5%, respectively, of operating revenue from International Operations in 2002.



We recorded NOK 0.4 million of gains on disposal of fixed assets and operations in 2002 related to various fixed assets, compared to NOK
10.8 million in 2001. Gains on disposal of fixed assets and operations recorded in 2001 included NOK 5.4 million related principally to the sale of the Audiotex business to Telenor ASA
and NOK 3.2 million related to the disposal of Golfguiden AS to a to third party.



General.Consolidated cost of materials and printing decreased 16.2% from NOK 257.1 million in 2001 to NOK
215.3 million in 2002 and, as a percentage of consolidated operating revenue, from 12.9% in 2001 to 10.6% in 2002. Changes in cost of materials and printing in 2002 compared with 2001
principally accounted for a decrease of 13.4% and 19.6% in cost of materials and printing in DirectoriesNorway and International Operations, respectively.

DirectoriesNorway.Cost of materials and printing attributable to DirectoriesNorway decreased from
NOK 139.1 million (or 9.3% of operating revenue) in 2001 to NOK 120.4 million in 2002 (or 7.9% of operating revenue). In 2002 compared to 2001, printing costs decreased 13.8% from NOK
63.0 million to NOK 54.3 million and paper costs decreased 17.8% from NOK 64.1 million to NOK 52.7 million. In 2002, we continued to experience a reduction in printing
costs as a result of our printing agreement with Mohndruck Graphische Betriebe, which took effect with the 2001 generation of directories. In addition, we have achieved lower printing requirements
driven primarily by more cost-effective directory layouts with respect to the Gule Sider and Telefonkatalogen directories and more selective distribution of directories in certain areas.
The decrease in paper costs was principally related to the Gule Sider and Telefonkatalogen directories, reflecting our more selective distribution method, more cost-effective directory
layouts and our transition from purchasing yellow, pink and blue paper to purchasing less expensive white paper which we then color internally at a reduced cost.

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International Operations.Cost of materials and printing in International Operations decreased from NOK 118.1 million
(or 23.6% of operating revenue) in 2001 to NOK 94.9 million (or 19.3% of operating revenue) in 2002. The decrease is primarily due to a reduction in the number of directories printed due to the
closure of our Spanish operations during 2002 and an increase in online revenue compared to last year, which contributed to reduced usage of paper and print materials as a percentage of revenue.



General.Consolidated salaries and personnel costs decreased 3.8% from NOK 676.8 million in 2001 to NOK
651.2 million in 2002, due to a 10.4% decrease in International Operations partially offset by a 0.9% increase in DirectoriesNorway.

DirectoriesNorway.Salaries and personnel costs in DirectoriesNorway increased nominally from NOK
395.8 million in 2001 to NOK 399.4 million in 2002, reflecting salary increases partially offset by reductions due to the discontinuation of the New Media operations in the last quarter
of 2001. The number of employees remained relatively constant during 2002.

International Operations.Salaries and personnel costs in International Operations decreased from NOK 281.0 million in
2001 to NOK 251.8 million 2002. This decrease reflects the closure of our Spanish operations in 2002, driving approximately NOK 48.4 million in cost reduction, which was partially offset
by a cost increase from businesses acquired during 2001.



General.Other operating expenses increased 6.7% from NOK 739.4 million in 2001 to NOK 788.9 million in
2002,due to a 22.0% increase in DirectoriesNorway offset by a 20.4% decrease in International Operations.

DirectoriesNorway.Other operating expenses in DirectoriesNorway increased 22.0% from NOK
472.2 million in 2001 to NOK 576.1 million in 2002. NOK 150.9 million of the increase in other operating expenses relates to an increase in the carrying amount to fair value of
directories in progress as part of the purchase price allocation for the Acquisition. The increase in carrying amount was a result of anticipated profit margin on costs already incurred and
capitalized. As a result, upon distribution of the directories after the Acquisition date, we recognized a correspondingly greater expense than if the purchase price allocation had not been performed.
Other expenses decreased, primarily driven by management fees paid to Telenor of NOK 21.0 million in 2001 that were not charged in 2002, as well as a reduction of bad debt charges from NOK
39.1 million in 2001 to NOK 29.7 million in 2002, and consultants costs related to new media that were not incurred in 2002.

International Operations.Other operating expenses in International Operations decreased 20.4% from NOK 267.2 million
in 2001 to NOK 212.8 million in 2002, and decreased as a proportion of revenue from 53.4% of operating revenue in 2001 to 43.3% of operating revenue in 2002. The decrease in the amount of other
operating expenses was due primarily to the closing of our Spanish operations, which had a contribution margin significantly less than the other international subsidiaries.



Depreciation and amortization increased from NOK 154.0 million in 2001 to NOK 627.0 million in 2002, reflecting an increase in depreciation and
amortization in DirectoriesNorway from NOK 96.2 million to NOK 539.3 million in 2002, and an increase in depreciation and amortization in International Operations from
NOK 57.8 million to NOK 87.8 million, in each case principally due to amortization of goodwill and other intangible assets recognized in connection with the Acquisition.

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In 2002, we recorded NOK 0.8 million in impairment of fixed assets. We recorded impairment of fixed assets of NOK 16.4 million in 2001. The charge
for impairment of fixed assets in 2001 included NOK 10.1 million representing a write-off of assets purchased from Nextra, a joint venture with Telenor ASA intended to explore new
businesses, and NOK 5.5 million representing a write-off of internally developed software relating to the discontinuation of new media initiatives.



The company has considered a decrease in the forecasted profitability of country reporting units within the International reporting segment as an indication of
impairment. These decreases in forecasted profitability are due primarily to changes in business prospects as well as changing market conditions. Based on the indications of impairment, the Company
has completed an impairment test as described under the summary of significant accounting principles section. As a result, we recorded an impairment of goodwill of NOK 295 million primarily
related to international operations acquired in connection with the Acquisition.



General.Operating profit decreased from NOK 167.1 million in 2001 to an operating loss of NOK 558.6 million in
2002,reflecting a 103.1% increase in the operating loss of International Operations, and a 126.7% decrease in operating profit from
DirectoriesNorway.

DirectoriesNorway.Operating profit from DirectoriesNorway decreased from NOK 390.8 million
in 2001 to an operating loss of NOK 104.3 million in 2002, due principally to an increase in other operating expenses and depreciation and amortization, which was only partially offset by an
increase in operating revenue.

International Operations.The operating loss of International Operations increased to NOK 454.3 million in 2002 from
NOK 223.7 million in 2001, principally due to decreased revenues after closure of our Spanish operations, increased amortization of goodwill and other intangibles and impairment of goodwill
which were offset by increased revenues from subsidiaries acquired during 2001.



We recorded income from associated companies of NOK 5.2 million in 2002 compared with net loss of NOK 10.5 million in 2001. The income is from
DMHuset AS, a Norwegian supplier of databases containing business and consumer addresses. The net loss in 2001 is primarily related to a write off of investments in Cobuilder AS and Golf
Step ASA.



Financial income increased from NOK 31.6 million in 2001 to NOK 155.1 million in 2002, principally due to the strengthening of the Norwegian Kroner
against the euro, resulting in unrealized foreign currency gains on the senior notes and the subordinated deferred interest notes, both of which are denominated in euro.



Financial expenses increased from NOK 118.7 million in 2001 NOK 610.1 million in 2002, principally due to interest charges on the financings
incurred in connection with the Acquisition. See Acquisition Financing Section for a description of these financings.

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Tax expenses were NOK 129.8 million during the predecessor period from January 1, 2001 to November 15, 2001. Our effective tax rate was 39.0%
during the predecessor period. During the successor period from November 16, 2001 to December 31, 2001 and the year 2002, we recorded deferred tax benefits of NOK 61.8 million and
158.6 million, respectively. Our effective tax rate was 15.7% in 2002 as compared to 23.4% during the successor period in 2001. Tax expense in the successor periods is influenced by permanent
differences for goodwill amortization, subsequent to the Acquisition.



Consolidated net loss was NOK 849.0 million in 2002 compared with consolidated net income of NOK 0.7 million in 2001 as a result of increased
financial expenses and amortization and impairment of goodwill. Net income generated by DirectoriesNorway decreased from NOK 231.4 million in 2001 to a net loss of NOK
435.7 million in 2002, driven by financing costs and amortization of goodwill. The net loss of International Operations increased from NOK 230.7 million in 2001 to NOK 468.7
million in 2002, due primarily to the impairment and amortization of goodwill.

Year ended December 31, 2000 versus year ended December 31, 2001



General.Consolidated operating revenue increased 11.1% from NOK 1.80 billion in 2000 to
NOK 2.00 billion in 2001,due to a 58.9% increase in International Operations and a 0.9% increase in DirectoriesNorway.

DirectoriesNorway.Operating revenue from DirectoriesNorway increased from
NOK 1.49 billion in 2000 to NOK 1.50 billion in 2001, principally due to an increase in sales of listings and, to a lesser extent, sales of advertising in our principal
Norwegian directories (Gule Sider, Telefonkatalogen, Ditt Distrikt and BizKit). The increase in sales of listings attributable to these directories was driven primarily by increases in the prices we
charge for listings in 2001 as compared to 2000.

Sales
of listings increased 6.0% from NOK 472.1 million in 2000 to NOK 500.3 million in 2001. The increase was attributable principally to Gule Sider (Yellow
Pages) and Telefonkatalogen. Sales of advertisements in our directories increased 1.8% from NOK 831.2 million in 2000 to NOK 846.0 million in 2001. The slight increase was due
principally to a 12.8% increase in sales of Ditt Distrikt, offset in part by a 7.4% decrease in sales of BizKit.

Sales
relating to product lines discontinued in February 2001 (Audiotex and Golfguiden AS) amounted to NOK 8.9 million in 2000 and NOK 0.7 million in
2001.

In
2001 compared with 2000, customer credits associated with print listings and advertisements decreased 13.8% from NOK 81.4 million to NOK 70.2 million, as a result
of a decrease in complaints. The high rate of errors in 2000 (and 1999) was generally related to the printing of the first generation of directories after the implementation of the DSMP system. The
decrease in customer credits in 2001 compared with 2000 reflected the fact that by 2001, almost all of our directories had been printed at least once under the DSMP system.

Increases
in sales of our Norwegian directories listings and advertisements in 2001 and decreases in customer credits in 2001 were offset in part by decreases in fees received from
Telenor ASA for the distribution by us of the Telefonkatalogen directories on their behalf of 19.4% from NOK 77.9 million in 2000 to NOK 62.9 million in 2001 due to a
reduction in directories distributed in the Oslo/Akershus region, and by a decrease in the sales of directories to third parties of 32% from NOK 15.3 million to
NOK 10.5 million due to a decrease in the number of companies who purchase full sets of our printed directories.

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International Operations.Operating revenue from International Operations increased from
NOK 314.8 million in
2000 to NOK 500.1 million in 2001. Growth in International Operations revenue in 2001 compared with 2000 principally reflected a contribution to revenue of companies acquired throughout
the years 2000 and 2001 of NOK 114.5 million and NOK 47.4 million, respectively. The remainder of the revenue growth is attributable to companies acquired prior to 2000,
primarily in Lithuania. Operating revenue from our operations in Poland and France represented approximately 23.3% and 22.8% of operating revenue from International Operations in 2001, respectively.



We recorded NOK 10.8 million of gains on disposal of fixed assets and operations in 2001. Gains on disposal of fixed assets recorded in 2001
included NOK 5.4 million related principally to the sale of the Audiotex business to Telenor ASA and NOK 3.2 million related to the disposal of Golfguiden AS to a to third
party. We recorded no material gains or losses on disposal of fixed assets in 2000.



General.Consolidated cost of materials and printing decreased 1.6% from NOK 261.2 million in 2000 to
NOK 257.1 million in 2001 and, as a percentage of consolidated operating revenue, from 14.5% in 2000 to 12.9% in 2001. Changes in cost of materials and printing in 2001 compared with
2000 principally reflected a 29.6% decrease in cost of materials and printing in DirectoriesNorway, which more than offset a 85.5% increase in cost of materials and printing in
International Operations.

DirectoriesNorway.Cost of materials and printing attributable to DirectoriesNorway decreased from
NOK 197.6 million (or 13.3% of operating revenue) in 2000 to NOK 139.1 million (or 9.3% of operating revenue) in 2001. In 2001 compared to 2000, printing costs decreased
35% from NOK 96.9 million to NOK 63.0 million and paper costs decreased 20% from NOK 81.2 million to NOK 64.1 million. The reduction in printing
costs was due to both lower printing rates under our new printing contract with Mohndruck Graphische Betriebe, which took effect with the 2001 generation of directories, and lower
printing requirements reflecting more cost-effective directories layouts with respect to the Gule Sider and Telefonkatalogen directories and more selective distribution of directories in
certain areas. The decrease in paper costs was principally related to the Gule Sider and Telefonkatalogen directories, also reflecting our more selective distribution method, more
cost-effective directories layouts and our transition from purchasing yellow, pink and blue paper to purchasing white paper which we then color internally.

International Operations.Cost of materials and printing in International Operations increased from
NOK 63.7 million (or 20.2% of operating revenue) in 2000 to NOK 118.1 million (or 23.6% of operating revenue) in 2001. The increase in cost of materials and printing as a
percentage of revenue reflected the fact that many of our international subsidiaries acquired in 2000 and 2001 are at an early development stage resulting in limited distribution of directories, fewer
advertising customers and lower economies of scale. In particular, our Spanish, Finnish and Lithuanian operations experienced comparatively higher cost of materials and printing as a proportion of
revenue as they published a relatively high number of directories which are new entrants to their respective marketplaces.



General.Consolidated salaries and personnel costs increased 21.6% from NOK 556.4 million in 2000 to
NOK 676.8 million in 2001, reflecting a 83.1% increase in International Operations offset slightly by a 1.8% decrease in Directories-Norway.

DirectoriesNorway.Salaries and personnel costs in DirectoriesNorway decreased from
NOK 403.0 million in 2000 to NOK 395.8 million in 2001, primarily due to the termination of 20 staff

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in production, in addition to lower incentive payments to the sales force reflecting slower growth in sales and a reduction in overtime costs, offset in part by expenditures in related to the
discontinuation of our New Media operations, amounting to NOK 3.2 million.

International Operations.Salaries and personnel costs in International Operations increased from
NOK 153.5 million in 2000 to NOK 281.0 million in 2001. Approximately NOK 90.8 million of this increase was due to the salaries and personnel costs of businesses
acquired in 2000 and 2001 and NOK 36.7 million of the increase was due to the build-up of the sales force in our pre-existing International Operations. The
increase also reflected in part the higher commissions we pay for new advertisers who represent a large part of our customer base in International Operations.



General.Other operating expenses increased 19.8% from NOK 617.1 million in 2000 to
NOK 739.4 million in 2001,due to a 52.4% increase in International Operations, and a 6.9% increase in DirectoriesNorway.

DirectoriesNorway.Other operating expenses in DirectoriesNorway increased 6.9% from
NOK 441.7 million in 2000 to NOK 472.2 million in 2001. NOK 17.0 million of the increase in other operating expenses relates to an increase in the carrying value of
directories in progress in connection with the Acquisition. The carrying value of directories in progress was increased as a result of the allocation to it of a portion of the purchase price
representing the anticipated profit margin on costs already incurred with respect to the directories in progress as of the Acquisition date. As a result, upon distribution of the directories after the
Acquisition date, we recognized a correspondingly greater expense. In addition, there was a NOK 11.0 million increase in marketing and advertising expenses, due to an increase in advertising
expenditures related to our internet products and an increase in television advertising, and a NOK 6.8 million increase in bad debt expenses primarily resulting from our write down of a
greater percentage of our receivables due to an increase in the average age of our receivables.

International Operations.Other operating expenses in International Operations increased 52.4% from
NOK 175.4 million in 2000 to NOK 267.2 million in 2001, but decreased as a proportion of revenue from 55.7% of operating revenue in 2000 to 53.4% of operating revenue in 2001. The
increase in the amount of other operating expenses was due primarily to companies acquired in 2000 and 2001. In addition, NOK 32.9 million of the increase in other operating expenses
relates to an increase in the carrying value of directories in progress in connection with the Acquisition, which is described above.



Depreciation and amortization increased from NOK 62.7 million in 2000 to NOK 154.0 million in 2001, reflecting an increase in
depreciation and amortization in DirectoriesNorway from NOK 28.8 million to NOK 96.2 million, and an increase in depreciation and amortization in International
Operations from NOK 33.9 million to NOK 57.8 million, in each case principally due to additional amortization associated with NOK 3.27 billion goodwill and
NOK 2.40 billion of other intangible assets recognized in connection with the allocation of the purchase price paid pursuant to the Acquisition.



We recorded impairment of fixed assets of NOK 16.4 million in 2001. The charge for impairment of fixed assets in 2001 included
NOK 10.1 million representing a write-off of assets purchased from the Nextra joint venture and NOK 5.5 million representing a write-off of
internally developed software relating to the discontinuation of new media initiatives. We recorded no charge for impairment of fixed assets in 2000.

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General.Operating profit decreased 44.7% from NOK 301.9 million in 2000 to NOK 167.1 million in
2001,reflecting a two-fold increase in the operating loss of International Operations, and a 5.5% decrease in operating profit from
DirectoriesNorway.

DirectoriesNorway.Operating profit from DirectoriesNorway decreased from NOK 413.5 million
in 2000 to NOK 390.8 million in 2001, due principally to an increase in other operating expenses and depreciation and amortization, which was only partially offset by an increase in operating
revenue.

International Operations.The operating loss of International Operations increased to NOK 223.7 million in 2001 from
NOK 111.6 million in 2000.



We recorded a loss from associated companies of NOK 10.5 million in 2001 compared with net income of NOK 3.6 million in 2000
principally due to a NOK 7.5 million write off of our investment in Cobuilder AS, a Norwegian on-line service provider acquired in 2001, a NOK 1.5 million share
of the loss of Golf Step ASA and subsequently a NOK 6.6 million write off of our investment in Golf Step ASA, offset in part by income of NOK 5.1 million from
DM-Huset AS, a Norwegian supplier of databases of business and consumer addresses.



Financial income decreased from NOK 43.3 million in 2000 to NOK 31.6 million in 2001, principally reflecting a decrease in income of
19.2% attributable to a decrease in interest income on deposits with Telenor ASA, part of which we used to pay a group contribution to Telenor ASA in May 2001.



Financial expenses increased from NOK 10.2 million in 2000 to NOK 118.7 million in 2001, principally due to interest charges on the
Financings incurred to effect the Acquisition and financing fees incurred in relation to the Financings.See Acquisition Financing Section.



Tax expenses were NOK 118.7 million in 2000 and NOK 129.8 million during the predecessor period in 2001. Our effective tax rate was
35.1% in 2000 as compared to 39.0% during the predecessor period. During the successor period, we recorded deferred tax assets of NOK 61.8 million.



Consolidated net income was NOK 0.7 million in 2001 compared with consolidated net income of NOK 219.9 million in 2000, as a result of
the factors described above.Net income generated by DirectoriesNorway decreased 30.4% from NOK 332.6 million in 2000 to
NOK 231.4 million in 2001. The net loss of International Operations increased from NOK 112.7 million in 2000 to NOK 230.7 million in 2001.

Liquidity and Capital Resources



Prior to the Acquisition, our principal source of liquidity was cash flows generated from our operations. Going forward, we plan to continue to fund our business
largely from cash flows generated

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from our operations. Although our cash flow from operations, and therefore our ability to conduct our operations, would be adversely affected by any decrease in the demand for our
DirectoriesNorway products, due to our significant market share and the relative stability in the demand for our products, we do not currently anticipate any such decrease. In addition,
we have access to a NOK 400 million revolving credit facility as part of the senior credit facilities, under which no amounts had been drawn as of December 31, 2002. We believe
that we have sufficient working capital for our present requirements during the twelve months following December 31, 2002. See "Information Regarding Forward-looking Statements".

Our
net cash inflow from operating activities was NOK 376.4 million, NOK 314.2 million and NOK 285.9 million in 2000, 2001 and 2002,
respectively. The decrease in 2002 compared with 2001 is influenced by the considerable increase in income taxes paid in 2002. The decrease in 2001 compared with 2000, is primarily attributable to an
increase in cash outflow to fund losses related to our international subsidiaries, offset in part by working capital improvements.

Net
cash inflow (outflow) from investment activities was NOK (89.4) million, NOK (5.24) billion and NOK (114.9) million in 2000, 2001 and 2002, respectively. In
2000, a NOK (89.4) million cash outflow from investment activities was attributable to purchases of tangible and intangible assets of NOK 40.5 million and acquisitions of foreign
subsidiaries of NOK 56.8 million, partially offset by proceeds of NOK 7.8 million from the sale of tangible and intangible assets. In 2001, a NOK 5.24 billion cash
outflow from investment activities was primarily attributable to a NOK 5.15 billion net cash paid on acquisition of subsidiaries and joint ventures in connection with the Acquisition and the
Financings. In 2002, NOK 99.1 million cash outflow was attributable to a payment to Telenor ASA as a working capital adjustment to the purchase price of the Acquisition and other
acquisitions in connection with our international operations. We have budgeted a total of approximately NOK 60 million for capital expenditures in the 2003 financial year. Our planned
capital expenditures reflect planned expenditures of NOK 45 million on the part of DirectoriesNorway and NOK 15 million on the part of our International
Operations, in each case related primarily to the replacement of information technology systems and office equipment.

Net
cash outflow from financing activities was NOK 247.5 million, NOK 4.89 billion and NOK 55.7 million for 2000, 2001 and 2002 respectively.
Cash flow from financing activities for 2002 consisted primarily of principal payment on the senior credit facility of NOK 75 million and a cash inflow of NOK 18.3 million from
Findexa III AS, our parent company. Cash inflow from financing activities for 2001 was principally comprised of proceeds from interest-bearing liabilities of NOK 6.00 billion incurred in
relation to the Acquisition and the related financings and proceeds of NOK 1.05 billion representing the equity investment made by our indirect parent, Findexa Co-Invest,
LLC, in connection with the
Acquisition. Cash inflow was offset in part by a NOK 1.11 billion payment of interest-bearing liabilities in connection with the repayment of the subordinated bridging loan with the proceeds of
the issuance of the initial notes. In 2000 and 2001 we paid NOK 246.7 million and NOK 941.0 million to Telenor ASA, respectively, for a group contribution.



To finance the purchase of Telenor Media Holding AS, Findexa II AS incurred indebtedness under the subordinated deferred interest notes, and Findexa I AS incurred
indebtedness under the senior credit agreement and the subordinated bridging loan. See note 19 to the audited historical consolidated financial statements included in Item 18 of this
Form 20-F.

The
senior credit facilities consist of two Term loan facilities, Term loan A and Term loan B, and a revolving credit facility. Term loan A provides for a loan in the amount of
NOK 1,725 million with a final maturity of March 31, 2008. Principal payments on Term loan A are due semi-annually starting on March 31, 2002, and the interest
rate of this loan is the sum of the margin, LIBOR and reserve asset

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costs. The margin of Term loan A will vary between 1.25% and 2.25% based on a margin adjustment mechanism commencing after December 31, 2002. Under this adjustment mechanism, the applicable
margins may be reduced or increased based on the total leverage ratio reflected in the financial statements for the twelve-month period ending at the beginning of the accounting quarter during which
the determination is made. Interest is payable in arrears at the end of each interest period and, in the case of interest periods of greater than six months, at the end of each period of six months.
Term loan B provides for a loan in the amount of NOK 575 million with a final maturity of March 31, 2009. The principal amount outstanding under Term loan B is to be repaid as
follows: 47.8% on September 30, 2008, and 52.2% on March 31, 2009. The interest terms and payments are the same as Term loan A except the margin is fixed at 2.75% per annum. The Term
loan facilities include certain financial and non-financial covenants, prepayment obligations and prepayment rights. See note 19 to the audited consolidated financial statements
included in Item 18 of this Form 20-F.

The
revolving credit facility under the senior credit facilities provides for loans in the amount of NOK 400 million to be used for general corporate purposes. The
revolving credit facility has the same terms for maturity, interest periods, interest rate and margin as Term loan A. Loans under the revolving credit facility shall be repaid on the last day of the
applicable interest period. No amounts have been drawn on this facility as of date of filing this Form 20-F. The revolving credit facility includes certain financial and
nonfinancial covenants, prepayment obligations and prepayment rights. See footnote 19 to the audited consolidated financial statements.

The
subordinated bridging loan provided proceeds of NOK 1,110 million, which were used, together with other funds, to finance the Acquisition. We have repaid all amounts
outstanding on this loan with the proceeds of the initial offering.

The
subordinated deferred interest notes were issued in the aggregate amount of €27.5 million. These notes will mature on June 1, 2012, and provide for no
principal payments prior to the maturity date. The subordinated deferred interest notes have an interest rate of 14.5%. There will be no periodic interest payments, and interest on the principal
amount will accrue on a daily basis and will be compounded semi-annually on a bond equivalent basis, until the first interest payment date on which our Consolidated Interest Coverage Ratio
(as defined in the note purchase agreement, which is substantially similar to the same definition in the indenture relating to the notes) is 2.0 to 1.0. Thereafter we will pay cash interest
semi-annually on June 1 and December 1 of each year on the sum of the principal amount of the subordinated deferred interest notes and all accrued interest. The subordinated
deferred interest notes include certain restrictive covenants, mandatory redemption obligations and optional redemption rights. See note 19 to the audited consolidated financial statements
included in Item 18 of this Form 20-F.

We
expect that any significant acquisitions or other significant expenditures, including those related to the development of our on-line services, would in the future be
financed through any one or more of operating cash flow, credit facilities and the issue of new debt or equity securities.

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We are obligated to make future payments under various contracts we have entered into, including interest and principal amounts under the senior credit
facilities, the subordinated deferred interest notes and the notes, and payment amounts pursuant to printing and distribution contractual agreements and lease agreements for office space. The
following table represents our contractual obligations and commercial commitments as of December 31, 2002:

|                         |  | Payments due in:
|------------------------ |  | ----------------
|
|
|Interest-bearing debt(1) |  | 168.3           
|Operating leases         |  | 42.3            
|Purchase obligations(2)  |  | 189.6           
|                         |  |                 
|Total                    |  | 400.2           
|                         |  |                 

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We have certain off-balance sheet arrangements and commercial commitments primarily in the form of guarantees. As of December 31, 2002, one of
our joint ventures, PKT, had a credit facility of Polish Zloty 20 million. We have guaranteed NOK 10.4 million related to the credit facility.

In
addition, as required by local regulation, we are required to guarantee taxes withheld from employees for up to one year. Below is a summary of the off-balance sheet
arrangement referred to above as of December 31, 2002.

|                                           |  | Total amounts committed
|------------------------------------------ |  | -----------------------
|
|Guarantee on behalf of joint venture       |  | 10.4                   
|Guarantee of taxes withheld from employees |  | 23.0                   
|                                           |  |                        
|Total guarantees                           |  | 33.4                   
|                                           |  |                        

Inflation

We believe that the impact of inflation was not material to our net sales or income from operations in the three years ended December 31, 2002.

Research and development, patents and licenses, etc.

Development activities relate mainly to new products and enhancements of the existing products. Development costs expensed within other operating expenses totaled
NOK 6.0 million, NOK

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6.5 million, NOK 0.9 million and NOK 3.8 million for 2000, the period January 1, 2001 to November 15, 2001, the period November 16, 2001 to
December 31, 2001 and 2002, respectively.

Trend information

In our Norwegian operations, we have experienced significant growth in operating revenue and operating profit in recent years as we were increasing our
penetration of our home market. The Norwegian market for classified advertising directories is now well-developed, and we anticipate limited growth in total customer numbers in Norway.
Accordingly, we anticipate that growth in operating revenue and operating profit in our Norwegian operations will not continue at the same rate as we have experienced in recent years.

Furthermore
spending on classified advertising directories will to some extent fluctuate with general spending on advertising in the Norwegian market. These fluctuations may negatively
affect future growth in operating revenue and operating profit.

Recent accounting pronouncements

In June 2001, the FASB issued SFAS No. 143,Accounting for Asset Retirement Obligations("SFAS 143"). SFAS 143 establishes accounting requirements for retirement obligations associated with tangible long-lived
assets, including (1) the timing of the liability recognition, (2) initial measurement of the liability, (3) allocation of asset retirement cost to expense, (4) subsequent
measurement of the liability and (5) financial statement disclosures. SFAS 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period
in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and
depreciated over the life of the associated fixed asset. An entity shall measure changes in the liability for an asset retirement obligation due to passage of time by applying an interest method of
allocation to the amount of the liability at the beginning of the period. The interest rate used to measure that change shall be the credit-adjusted risk-free rate that existed when the
liability was initially measured. That amount shall be recognized as an increase in the carrying amount of the liability and as an expense classified as an operating item in the statement of income.
SFAS 143 is effective for fiscal years beginning after June 15, 2002, with early application encouraged. We adopted SFAS 143 on January 1, 2003 and do not anticipate that
the adoption of SFAS 143 will have a material impact on our consolidated results of operations, financial position or cash flows.

In
April 2002, the FASB issued SFAS 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No.13 and Technical Corrections
("SFAS 145"). The principal change is that certain gains or losses from extinguishment of debt which are classified as extraordinary items by SFAS No. 4, Reporting Gains and Losses from
Extinguishment of Debt ("SFAS 4") will no longer be classified as such. The provisions of SFAS 145 are effective for fiscal years beginning after May 15, 2002, although early
application of the Statement related to the rescission of SFAS 4 is encouraged. The adoption is not expected to have a material impact on our consolidated results of operations, financial
position or cash flows.

In
June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Disposal or Exit Activities ("SFAS 146"). This Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force ("EITF") 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) ("EITF 94-3"). This Statement requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF 94-3, a liability for an exit cost as defined in EITF 94-3 was recognized
at the date of an entity's commitment to an exit plan. This statement provides that an entity's commitment to a plan, by itself, does not create a present obligation to others that meets the
definition of a liability.

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Therefore, SFAS 146 eliminates the definition and requirements for recognition of exit costs in EITF 94-3 until a liability has been incurred and establishes that fair value
is the basis for initial measurement of
the liability. However, this standard does not apply to costs associated with exit activities involving entities acquired in business combinations or disposal activities covered by SFAS 144.
The provisions of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The Group has determined there is
no impact of the adoption of SFAS 146 on our consolidated financial position, results of operations or cash flows. To the extent we have restructurings in the future, SFAS 146 may impact
our financial position, results of operations and cash flows.

In
November 2002, the FASB issued Interpretation ("FIN") No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others. The Interpretation expands on the accounting guidance of SFAS 5, Accounting for Contingencies, SFAS 57 Related Party Disclosures, and SFAS 107, Disclosures
about Fair Value of Financial Instruments, and incorporates without change the provisions of FIN No. 34, Disclosure of Indirect Guarantees of Indebtedness of Others, with an interpretation of
SFAS 5, which is being superseded. FIN No. 45 elaborates on the existing disclosure requirements for most guarantees, including loan guarantees, such as standby letters of credit. It
also clarifies that at the time a company issues a guarantee, the company must recognized an initial liability at fair value, or market value, of the obligations it assumes under that guarantee and
must disclose that on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements in this interpretation are effective for financial statements of
periods ending after December 15, 2002. The Group has determined there is no impact of adoption of FIN No. 45 on our consolidated financial position, results of operations or cash flows.

In
January 2003, the FASB issued FASB Interpretation ("FIN") No. 46, Consolidation of Variable Interest Entities, which is an interpretation of Accounting Research Bulletin
("ARB") No. 51 Consolidation of Financial Statements. FIN No. 46 provides additional guidance regarding how to identify variable interest entities and how an enterprise assesses its
interest in the variable interest entity to determine whether an entity is required to be consolidated. The interpretation establishes that an enterprise consolidate a variable interest entity if the
enterprise is the primary beneficiary of the variable interest entity. The primary beneficiary of a variable interest entity is the party that absorbs a majority of the entity's expected losses,
receives a majority of its expected residual returns, or both, as a result of holding variable interests, which are the ownership, contractual, or other pecuniary interests in an entity. This
interpretation applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after the date. For
interests in variable interest entities existing as of January 31, 2003, the guidance of FIN No. 46 will apply in the first fiscal year or interim period beginning after June 15,
2003. We have determined there is no impact of the adoption of FIN No. 46 on our consolidated results of operations, financial position, or cash flows.

In
January 2003, the FASB issued Emerging Issues Task Force 00-21 "Accounting for Revenue Arrangements with Multiple Deliverables" ("EITF 00-21"). EITF
00-21 establishes an accounting model for revenue arrangements with multiple deliverables including (1) how to determine whether an arrangement with multiple deliverables consists
of more than one unit of accounting, (2) if an arrangement consists of more than one unit of accounting, how the arrangement consideration should be allocated among the separate units of
accounting (3) what effect, if any, certain customer rights due to vendor nonperformance have on measurement of arrangement consideration and/or the allocation of consideration to the delivered
unit(s) of accounting, (4) how to account for certain direct costs for specific deliverables, (5) the impact, if any, of customer cancellation clauses and penalties on the
measurement of arrangement consideration, (6) the impact, if any, of consideration that varies as a result of future vendor actions on the measurement and/or allocation of arrangement
consideration,

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and (7) the impact of a vendor's intent not to enforce its contractual rights in the event of customer cancellation on the measurement and/or allocation of arrangement consideration. EITF
00-21 is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003. We have not yet determined what impact, if any, the adoption of EITF
00-21 will have on our consolidated results of operations, financial position or cash flows.

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Item 6.    Directors, Senior Management and Employees

Board of Directors and Senior Management



The following table sets forth the name, age and position of each of the members of the board of directors and the managing director of each of Findexa II AS and
Findexa I AS. The term of appointment of the current members of the board expires on November 16, 2003.

|Name                 |  | Age |  | Position                          
|-------------------- |  | --- |  | ----------------------------------
|Stephen Peel         |  | 37  |  | Chairman of the Board of Directors
|Richard A. Ekleberry |  | 40  |  | Director                          
|Robert Sveen         |  | 34  |  | Director                          
|Cornel Riklin        |  | 47  |  | Managing Director                 

Stephen Peel.Mr. Peel is a Managing Director of Texas Pacific Group. Prior to joining Texas Pacific
Group, Mr. Peel was an Executive Director of Goldman Sachs International in Europe. From 1989 to 1993, he was in the Investment Banking Division of Goldman Sachs in London. From 1994 to 1997 he
was in the firm's Principal Investment Area based in London and lately in Frankfurt where he was responsible for the firm's investment activities in the German region. He received his Masters from
Cambridge University in the U.K. in 1987. Mr. Peel serves on the boards of Punch Group Limited and Differentis.

Richard A. Ekleberry.Mr. Ekleberry is the General Counsel of Texas Pacific Group. Prior to joining Texas Pacific
Group in 1993, Mr. Ekleberry was an associate attorney with Kelly, Hart & Hallman, P.C. from 1987 to 1993, where he specialized in private equity funds. Mr. Ekleberry earned his
J.D. from the University of Michigan. He received his B.A. degree as a Phi Beta Kappa,magna cum laudegraduate of Albion College, where he was a
Webster Scholar.

Robert Sveen.Mr. Sveen is a partner with the law firm Steenstrup Stordrange DA, where he specializes in corporate
finance and mergers and acquisitions. Prior to joining Steenstrup Stordrange in 2000, Mr. Sveen was a senior associate with the law firm BAHR, from 1994 to 2000. He was admitted to the bar in
1995, and has also served as legal assistant to the Judge Advocate General from 1993-1994. Mr. Sveen earned his Cand. Jur. legal degree with Laudabilis from the University of Oslo
in 1992.

Cornel Riklin.Mr. Riklin is a Managing Director of Texas Pacific Group. Prior to joining Texas Pacific Group in 1999,
Mr. Riklin was at Trinity Mirror Plc, the U.K.'s largest newspaper company. At Trinity Mirror he was Group Managing Director in charge of the Regional Newspapers, New Media and Group Operations
divisions. Before Mr. Riklin was CEO of Borthwicks Plc, a food manufacturing company in the U.K., and worked for Bain & Company in London and San Francisco. Mr. Riklin has
worked extensively in the U.S., U.K., Continental Europe, Australia and New Zealand and received his MBA in 1982 from Harvard Business School. He serves as Director of Punch Group Limited.



The following table sets forth the name, age and position of each of the members of our key managers:

|Name           |  | Age |  | Position                                          
|-------------- |  | --- |  | --------------------------------------------------
|Peter Darpö    |  | 57  |  | President and Chief Executive Officer             
|Erik Dahl      |  | 45  |  | Chief Financial Officer                           
|Wenche Holen   |  | 38  |  | Executive Vice President, Norwegian Operations    
|Magnus Sonnorp |  | 36  |  | Executive Vice President, International Operations

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Peter Darpö.Mr. Darpö has held the position of President and Chief
Executive Officer of Telenor Media, now Findexa AS, for the past five years. Mr. Darpö joined Telenor Media in 1994 and was the Division Head responsible for directory
operations, prior to being in his present position, having joined Telenor Media in 1995. Prior to joining Telenor Media, Mr. Darpö was at ITT World Directories for
14 years, in sales and general management positions in Sweden, Puerto Rico and the Netherlands. Mr. Darpö holds a B.A. from the Gotenburg Business School in Sweden.

Erik Dahl.Mr. Dahl assumed the position of Chief Financial Officer of Findexa AS in January 2002.
Mr. Dahl was the Chief Financial Officer of Jobline International AB, a pan-European internet recruitment company, from 2000 to 2001. Prior to such time, Mr. Dahl was the
Chief Financial Officer at Verdugt BV, a private equity funded salt company based in The Netherlands. From 1988-1999, Mr. Dahl held various finance and treasury positions within
AT&T and NCR in Europe, most recently
as Treasury Director for NCR Europe, Middle East and Africa. Mr. Dahl has a B.A. from the Norwegian School of Economics and Business Administration, Bergen.

Wenche Holen.Ms. Holen has been Executive Vice President of Norwegian Operations of Telenor Media, now Findexa AS,
for the past four years. Ms. Holen has been with Telenor Media for eight years in total, and was previously the Head of Marketing and director for New Media.

Magnus Sonnorp.Mr. Sonnorp joined Findexa AS as Executive Vice President of International Operations in
January 2003, having worked as a consultant for the company since August 2002. Prior to joining Findexa, Mr. Sonnorp spent three years in various line management and portfolio
management functions for Security Capital (UK) Management, a private equity fund. From 1992 to 1997, Mr. Sonnorp was a management consultant with Accenture. Mr. Sonnorp holds a M.B.A.
from INSEAD, France and a M.Sc from the Stockholm School of Economics.

Jesper
Simonsen left the position of Excecutive Vice President, International Operations on May 31, 2002.

Each
of our key managers is directly employed by Findexa Group AS, a wholly owned subsidiary of Findexa I AS. We retain the services of these members of management pursuant to an
agreement with Findexa Group AS. Findexa Group AS does not conduct any other activities.

Corporate Governance

Shareholders' meetings

We are required to hold an annual general shareholders' meeting within six months of the end of each fiscal year. The board of directors may also convene an
extraordinary general meeting whenever it deems necessary. A simple majority of the votes cast at the meeting is usually required to approve a shareholders resolution. There are no quorum
requirements. However, certain resolutions require a qualified majority or the approval of all shareholders.

Board of directors

The members of the board of directors are elected by the general shareholders' meeting. The board of directors represents the company and has the authority to
bind the company. The compensation for board members is determined by the general shareholders' meeting. Our board of directors must be composed of a minimum of three and a maximum of six members and
currently has three members. The board generally elects a chairman, who may not be the managing director. Board members serve for a term of two years. Under certain circumstances, a board member may
retire before the end of his term. Board members, except for the members elected by the employees, may also be removed from the board of directors by the general shareholders' meeting. At least half
of our board members must reside in Norway or in a member state of the European Economic Area of which

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the director is a citizen. There must be at least one board meeting each year. The presence in person of more than half of the members of the board of directors is required for a quorum. All board
members must be given proper notice of the meeting. The board of directors may approve a resolution either at a meeting or, if the Chairman of the board of directors determines that these procedures
are appropriate, in a telephone conference or in writing (except for the approval of the annual accounts and the annual report). Board resolutions require a simple majority of votes. Board members
have one vote each. In the event of a parity of votes, the Chairman of the board has a casting vote. The managing director usually prepares the matters which are to be discussed by the board of
directors in consultation with the chairman of the board of directors. The board of directors, however, has an independent duty to ensure that all issues that require the attention of the board of
directors are dealt with in a proper manner. Norwegian law provides for the representation of employees on the board of directors of companies having more than 30 employees. We currently have no board
members elected by the employees in accordance with these provisions, but the board of directors of our subsidiary, Findexa AS, has three members elected by the employees.

Managing director

The managing director is appointed by the board of directors and has full executive authority to manage the affairs of the Company in the ordinary course of
business, subject to any restrictions or directions imposed by the board of directors. The managing director's authority does not include matters which are of an extraordinary nature or of major
importance. The managing director must ensure that the accounts of the company are maintained in accordance with Norwegian legislation and regulations and that the assets of the company are managed
soundly. The managing director must reside in Norway or in a member state of the European Economic Area of which he is a citizen but may be granted an exemption from this requirement.

Compensation

In 2002, the aggregate compensation (including salaries, bonuses, pension payments and other amounts) paid by us to our senior management was approximately NOK
11.7 million. We do not pay compensation to the members of our board of directors.

The
total salary of our chief executive officer, Peter Darpö, in 2002 was NOK 2,200 thousand. In addition, Findexa paid pension premiums of NOK
2,053 thousand and Mr. Darpö received bonuses totaling NOK 805 thousand and other remuneration of NOK 402 thousand for the year 2002.

The
members of our senior management have annual bonus schemes up to an amount corresponding to twelve months' salary. The bonus scheme is based on our results from operations and
achievement of other specific targets within each business unit.

None
of our directors or members of senior management received compensation in the form of stock options in 2002.

Service Contracts

The employment agreements for our senior management were revised in December 2001. Under these new agreements the members of our senior management have the
right to receive salary for nine months beyond the agreed period of notice of six months if we terminate their employment. The chief executive officer has the right to receive salary for fifteen
months beyond the agreed period of notice of six months if we terminate his employment. Both we and the members of our senior management have the right to terminate the employment with a six month
period of notice.

Our
chief executive officer has a voluntary right to retire at the age of 62 years with a supplementary pension, making his pension 66% of his salary at the retirement date. If we
terminate

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the employment of our chief executive officer, he will have the right to receive the same fully funded pension benefits from the age of 62 years.

None
of the members of our board of directors have a service contract with us that provides for benefits upon termination of employment.

Employees

As of December 31, 2002, we employed 3,212 people worldwide, including 913 people who we employ in connection with the Norwegian directories in Norway. As
of December 31, 2001, we employed 3,096 people worldwide, including 917 people who we employed in connection with the Norwegian directories in Norway. As of December 31, 2000, we
employed 2,991 people worldwide, including 991 people who we employed in connection with the Norwegian directories in Norway. We consider relations with our employees to be good.

The
following table reflects the breakdown by employment status with respect to our Norwegian directories as at December 31, 2002:

Sales

595Marketing

30Production

124Database

53Customer Service Center

44Corporate Functions

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Some
of our Norwegian employees are represented by two labor unions which collectively represent over 186 employees. Membership is voluntary. We believe that our
relationships with the unions of which our employees are members are on good terms.

In
December 2002, the employees of Findexa AS voted wether or not the company should have a corporate assembly. A corporate assembly is a Norwegian corporate body mandatory for
companies with more than 200 employees. The employees may however agree not to establish a corporate assembly, in return for increased representation on the board of directors. The result of the vote
was that a corporate assembly should not be established, and the employees of Findexa AS will consequently have the right to elect three representatives to the board of directors of Findexa AS. We
expect that the employees will during the second quarter of 2003 elect new representatives to the board of directors of Findexa AS as the term for the existing employee representatives has expired.

Share ownership

As of April 30, 2003, the following members of our senior management held shares of Findexa LLC, our indirect parent, according to the Findexa LLC
share purchase plan:

|Member       |  | Company     |  | Capital Contribution |  | Ownership %
|------------ |  | ----------- |  | -------------------- |  | -----------
|
|Peter Darpö  |  | Findexa LLC |  | 2,869                |  | 1.153      
|Wenche Holen |  | Findexa LLC |  | 1,910                |  | 0.767      
|Erik Dahl    |  | Findexa LLC |  | 1,910                |  | 0.767      

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As
of April 30, 2003 the following members of our senior management held shares of Findexa IV AS, our indirect parent, that were acquired through the Findexa IV AS
stock purchase plan available to all employees:

|Member       |  | Company       |  | Capital Contribution |  | Ownership %  
|------------ |  | ------------- |  | -------------------- |  | -------------
|
|Peter Darpö  |  | Findexa IV AS |  | 26                   |  | Less than 0.1
|Wenche Holen |  | Findexa IV AS |  | 8                    |  | Less than 0.1

Stock and Option Plans

In 2002, Findexa LLC, our indirect parent, offered certain members of management the opportunity to purchase up to 5% of the outstanding shares in Findexa LLC. As
of December 31, 2002, these members of management purchased 4.2% of the outstanding shares of Findexa LLC at fair market value.

Findexa
IV AS established a stock purchase plan for all employees having been employed for one year to buy units of Findexa IV AS stock at fair value up to 25% of their annual salary.
Employees could receive a free unit for every four units purchased up to NOK 6,000 of purchased units. Employees were also given the opportunity to receive twelve free units with no purchase
requirement. The purchase date fair value of each unit was NOK 78.917. One unit is comprised of one share of common stock, one share of preferred A stock and one share of preferred B stock of Findexa
IV AS. Employees had the opportunity to purchase shares under the plan from April 15, 2002 to April 23, 2002. Compensation cost was recognized for each free share based on the purchase
date fair value. During 2002, employees purchased 22,009 units resulting in compensation expense of NOK 675 thousand. Non-interest-bearing loans were given by Findexa AS to finance
the employee's purchase of units. At December 31, 2002, the outstanding loan balance was NOK 451 thousand.

In
2002, Findexa IV AS introduced an option plan, the Option Plan. The Option Plan has been set up to provide certain key employees of Findexa with options awards to purchase units of
Findexa IV AS stock that may be exercised only if a change in control or initial public offering occurs. One unit is comprised of one share of common stock, one share of preferred A stock and one
share of preferred B stock. Compensation costs will be recorded based on the market price of the shares on the date such event occurs less any amounts that employees are required to pay. No
compensation costs will be charged until such event occurs. For the year ended December 31, 2002, 66,339 options were granted under this plan, at an exercise price of NOK 78.917 each, the fair
market value on the date of grant. As of December 31, 2002, all of these options were outstanding with a weighted-average exercise price
of NOK 78.917. None of these outstanding options were exercisable. Options granted under the Option plan do not expire.

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Item 7.    Major Shareholders and Related Party Transactions

Major Shareholders

Findexa Co-Invest LLC, a limited liability company managed by Texas Pacific Group, indirectly beneficially owns 95.8% of our share capital. The
remaining portion of our share equity is indirectly beneficially owned by management. To the best of our knowledge, we are not otherwise directly or indirectly owned or controlled by another
corporation or by any government, and there are no arrangements that may result in a change of control of us.

As
at December 31, 2002, 10,582,000 ordinary shares of Findexa II AS were outstanding, all of which were held by Findexa III AS, a limited liability company registered in Norway,
and 10,582,000 ordinary shares of Findexa I AS were outstanding, all of which were held by Findexa II AS.

Related Party Transactions

We and Findexa L.L.C. are in the process of effectuating a reorganization of our international operations. On February 7, 2002, the board of directors of
Findexa Holding AS, our subsidiary and the parent company of the international subsidiaries, passed a resolution approving the transfer of the international subsidiaries, through a series of steps,
from Findexa Holding AS to an entity outside the group formed by us and our consolidated subsidiaries, but which is to be controlled by Findexa L.L.C., our indirect parent. In order to comply with
Norwegian law, which requires that all transactions between related parties be conducted at arms-length, and in order to evaluate the fairness of the planned transfer, we will obtain
valuation of the international operations from an independent appraiser prior to transferring them out of the group formed by us and our consolidated subsidiaries. We will use these valuations to
determine the purchase price of the international operations. We do not intend to conduct any procedures other than the independent valuations in order to evaluate the fairness of the planned
transfer.

In
the past, we have had certain relationships, and entered into certain transactions, with Telenor ASA, our former parent company, and certain of its subsidiaries. Significant related
party transactions are described in note 24 of the notes to our audited consolidated financial statements included elsewhere in this annual report. We continue to have agreements with Telenor
ASA and certain of its subsidiaries.

Robert
Sveen, a member of our board of directors, is a partner with the law firm Steenstrup Stordrange DA which has in the past and may in the future render legal services to us.

In
2001, we received: a subordinated shareholder loan from our parent Findexa III AS in the aggregate amount of NOK 1,219 million which accrues interest at a fixed interest rate
of 15% per annum compounded semi-annually. These loans mature and cannot be repaid prior to the later of June 1, 2013 or 180 days following repayment of our senior credit
facilities. These loans do not amortize or bear cash interest before June 1, 2013.

During
2002, we received loans totaling NOK 18.3 million outstanding at December 31, 2002 from Findexa III AS, our parent company. The loans have been used to finance the
discontinuation of our Spanish operations. The loans bear interest of NOK-NIBOR plus 0.25%. Each loan has a one-year term and has been classified for financial reporting
purposes as short-term interest-bearing liabilities.

During
2002, our operation in Finland, Findexa OY, received loans totaling NOK 2.2 million from the owner of a minority interest of Findexa OY. The loan had a
six-month term and was repaid in full in 2002.

Findexa
IV AS, an indirect parent of ours, introduced three stock and options plans that are described in Item 6 of this annual report. All transaction costs relating to these stock and
option plans have been charged to Findexa IV, resulting in a receivable of NOK 3.1 million at December 31, 2002.

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Neither
we nor any of our subsidiaries was a party to any material transactions, or proposed transactions, in which any director, any other executive office, any spouse or relative of
any of the foregoing, or any relative of any such spouse had or was to have a direct or indirect material interest.

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Item 8.    Financial Information

See Item 18, "Financial Statements" and pages F-1 through F-99.

Legal Proceedings

In the ordinary course of business, we have been and are involved in various disputes and litigation. While the results of such disputes cannot be predicted with
certainty, we do not believe that there are any pending actions, suits or proceedings against or affecting us which, if determined adversely to us, would in our view, individually or in the aggregate,
materially harm our business, financial condition or results of operations.

On
June 14, 2002, we filed suit in Oslo District Court against Firma-Katalogen AS, a Norwegian directory publisher company that used the name "Gule Sider" in connection with their
marketing and directory/Internet services. We received a favorable judgment from the Oslo District Court on April 11, 2003, with the result that we successfully defended all rights related to
this trademark.

Dividends and Dividend Policy

Neither we, nor our parent or subsidiaries, have ever declared or paid dividends, and we do not intend to pay dividends on any capital stock in the foreseeable
future. Any payment of future dividends on any capital stock, and the amounts thereof, will depend upon earnings, statutory and financial requirements and other factors deemed relevant by our board of
directors.

Significant Changes

Other than as disclosed in this annual report, no significant change has occurred since December 31, 2002, the date of our most recent audited financial
statements.

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Item 9.    The Offer and Listing

Our 101/4% Senior Notes due 2011 are listed on the Luxembourg Stock Exchange.

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Item 10.    Additional Information

Memorandum and Articles of Association

The information with respect to our Articles of Association required pursuant to Item 10B of the Form 20-F is incorporated by reference to our
Registration Statement, Registration No. 333-87822 and Registration No. 333-87822-01, filed with the Securities and Exchange Commission on
May 6, 2002.

Enforcement of Civil Liabilities

We are organized under the laws of Norway and all of our assets are located outside the United States. In addition, many of our directors and executive officers
reside outside the United States, and many of the assets of such persons are located outside the United States. As a result it may not be possible for investors to effect service of process within the
United States upon such persons or to enforce, in U.S. courts or outside the United States, judgments obtained against such persons in jurisdictions outside the United States. In addition, it may be
difficult for investors to enforce, in original actions brought in courts in jurisdictions located outside the United States, liabilities predicated upon the civil liabilities provisions of the U.S.
securities laws.

Norway
and the United States do not have a treaty providing for reciprocal recognition and enforcement of judgments. Accordingly, a final judgment which has been rendered in the United
States and is enforceable in the United States, would be enforceable in Norway only on the condition that:



We
have also been advised by our Norwegian counsel that in original actions, Norwegian courts should as a general rule accept U.S. law as governing law provided this has been agreed in
writing between the parties and provided that such law is not incompatible with basic principles of Norwegian law.

Material Contracts

In November 2001, we entered into four-year paper supply contracts with UPM-Kymmene and Holmen Paper AB which in the aggregate are
anticipated to cover all of our paper requirements with respect to the Gule Sider, Telefonkatalogen, Ditt Distrikt and BizKit printed directories through the 2005 generations. These contracts provide
that the volume of paper provided will be determined by our actual paper needs in each year.

Exchange Controls

There are currently no Norwegian laws, decrees or regulations that restrict the export or import of capital, including, but not limited to, foreign exchange
controls, or that affect the remittance of dividends or other payments to non-Norwegian residents or to US holders of our securities, provided a Norwegian authorized exchange bank is used
for the transfer.

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Documents on Display

We are subject to the informational requirements of the Securities Exchange Act of 1934 and file information with the Commission. You may read and copy this
information at the following location:

Public Reference Room  450 Fifth Street, N.W.  Room 1024  Washington, D.C. 20549

Please
call the SEC at 1-800-SEC-0330 for further information on the public reference room. Copies of these materials can also be obtained by mail at
prescribed rates from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Filings we make electronically are and in the
future will be available to the public over the internet at the Commission's web site at http://www.sec.gov.

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Item 11.    Quantitative and Qualitative Disclosures about Market Risk

In connection with our business operations, we are exposed to foreign exchange rate, interest rate and commodity fluctuations. We believe these financial risks
constitute our primary market-related risks.



We are exposed to interest rate risk mainly through the senior credit facilities which provide for interest to be paid at a variable rate. We could therefore be
adversely affected if interest rates were to rise significantly. To manage our floating rate interest exposure we entered into an interest rate swap agreement and an interest rate cap agreement on
January 10, 2002 in order to hedge 50% of the term indebtedness under the senior credit facilities. Both the interest rate swap and the interest rate cap took effect from January 31,
2002. The swap matures on March 31, 2005 and at March 31, 2003 had a notional amount of NOK 556.3 million. Under the swap contract we pay 6.6625% fixed interest rate and receive
interest based on 6-month NOK-Norwegian Interbank Offered Rate. The fair value of the swap at March 31, 2003 was approximately NOK 14.5 million. The cap matures
on March 31, 2005 and at March 31, 2003 had a notional amount of NOK 556.3 million. NOK-Norwegian Interbank Offered Rate interest is currently capped at a maximum rate
of 6.6625%, and will be reset on March 31 and September 30 of each year of the agreement. The fair value of the cap at March 31, 2003 was approximately negative NOK
0.2 million. We may increase our interest rate hedges in the future depending on quarterly reviews of our hedging strategy. We do not enter into interest rate derivative instruments for trading
or speculative purposes.

We
estimate that if variable interest rates in 2002 had been a full percentage point higher or lower with no change in foreign currency rates then the interest payable with respect to
our variable-rate indebtedness in 2002, on a pro forma basis giving effect to the Acquisition and the related financings, would have been NOK 22.6 million higher or lower,
respectively, without taking into account our hedging arrangements, and NOK 12.7 million higher or NOK 21.8 million lower, respectively, taking into account hedging arrangements.



We are exposed to two types of risks related to currency exchange rates, translation risk and transaction risk.

Translation
risk occurs when the functional currency of a foreign business' financial statements is converted into our reporting currency, the Norwegian Kroner. All significant cash
inflows and outflows associated with our International Operations are demoninated in the local currency of the applicable subsidiary. Because our financial statements are presented in Norwegian
Kroner, changes in the exchange rate between the local currencies and the Norwegian Kroner will affect the translation of the results of our International Operations into Norwegian Kroner.

Transaction
risk occurs when we incur expenses which are denominated in a different currency from our revenues. We have various obligations which are denominated in currencies other than
the Norwegian Kroner, such as our printing and certain of our paper purchases, our 101/4% Senior Notes due 2011 our subordinated deferred interest notes which are each denominated in
euro. We could be adversely affected if the value of the euro against the Norwegian Kroner was to rise significantly.

Approximately
18% of the operating expenses of Directories-Norway in 2002 were denominated in, or exposed to fluctuations in a currency other than the Norwegian Kroner, including
approximately 15% which were denominated in, or exposed to fluctuations in euro, but we recorded no significant operating revenue in Norway denominiated in a currency other than the Norwegian Kroner.
We estimate that if the value of the euro against the Norwegian Kroner had been 10% higher or lower in

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2002, our operating expenses for that year would have been NOK 15.8 million higher or lower, respectively.

On
April 22, 2002, we entered into hedging arrangements to minimize foreign exchange rate risk related to a euro-denominated interest payments our senior notes. We
have entered into foreign exchange forwards to minimize foreign currency fluctuations on interest payments for a period of three years to a NOK-Norwegian Interbank Offered spot rate of
7.616%.

At
December 31, 2002, we had NOK 1,259 million of borrowings denominated in euro. We estimate that if the value of the euro against the Norwegian Kroner had been 10% higher
or lower in 2002, with no change in variable rates of interest and without taking into account our hedging arrangements, then the pro forma interest, giving effect to the Acquisition and the related
financings, payable on the notes and the subordinated deferred interest notes in 2002 would have been NOK 14.4 million higher or lower, respectively.



We are exposed to commodity price risk through our dependence on paper, which is our most important raw material. We have sought to minimize this risk through our
sourcing policy and by entering in to agreements which control price fluctuations by their terms. In November 2001, we entered into four-year contracts with two major paper
suppliers which we expect will cover all of our paper requirements in relations to our four principal Norwegian directories through the 2005 generation.

We
estimate that if the prices we paid for paper in 2002 had been 10% higher or lower, our operating expenses for that year would have been NOK 5.2 million higher or lower,
respectively.

We
do not utilize derivative financial instruments to manage any remaining exposure to fluctuations in paper prices.

Item 12.    Description of Securities Other than Equity Securities

This item is not applicable.

73

---



PART II

Item 13.    Defaults, Dividend Arrearages and Delinquencies

None.

Item 14.    Material Modifications to the Rights of Security Holders

None.

Item 15.    Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, with the assistance of other members of management, performed an evaluation of our disclosure controls
and procedures, as that term is defined in Rule 13a-14(c) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), within 90 days of the date of this
annual report. Based upon and as of the date of that evaluation, they concluded that our disclosure controls and procedures are effective in all material respects to ensure that information required
to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required.

There
were no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation. No significant
deficiencies and material weaknesses were identified that required corrective actions.

Item 16.    [Reserved]

74

---



PART III

Item 17.    Financial Statements

The registrant has responded to Item 18 in lieu of responding to this item.

Item 18.    Financial Statements

See pages F-1 through F-99 of this Form 20-F, included herein.

75

---



INDEX TO FINANCIAL STATEMENTS

|Introduction to the Consolidated Financial Statements                                                                                                                                                                         |  | F-2 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|FINDEXA II AS                                                                                                                                                                                                                 |  |     
|Report of Independent Accountants                                                                                                                                                                                             |  | F-3 
|Report of Independent Accountants                                                                                                                                                                                             |  | F-4 
|Consolidated Statements of Profit and Loss for the year ended December 31, 2000, the period January 1, 2001 to November 15, 2001, the period November 16, 2001 to December 31, 2001 and the year ended December 31, 2002      |  | F-5 
|Consolidated Balance Sheets as at December 31, 2001 and 2002                                                                                                                                                                  |  | F-6 
|Consolidated Statements of Cash Flows for the year ended December 31, 2000, the period January 1, 2001 to November 15, 2001, the period November 16, 2001 to December 31, 2001 and the year ended December 31, 2002           |  | F-7 
|Consolidated Statements of Shareholder's Equity for the year ended December 31, 2000, the period January 1, 2001 to November 15, 2001, the period November 16, 2001 to December 31, 2001 and the year ended December 31, 2002 |  | F-8 
|Summary of Significant Accounting Principles                                                                                                                                                                                  |  | F-9 
|Notes to the Consolidated Financial Statements                                                                                                                                                                                |  | F-15
|Schedule 1                                                                                                                                                                                                                    |  | F-65
|FINDEXA I AS                                                                                                                                                                                                                  |  |     
|Report of Independent Accountants                                                                                                                                                                                             |  | F-74
|Report of Independent Accountants                                                                                                                                                                                             |  | F-75
|Consolidated Statements of Loss for the period November 16, 2001 to December 31, 2001 and the year ended December 31, 2002                                                                                                    |  | F-76
|Consolidated Balance Sheets as at December 31, 2001 and 2002                                                                                                                                                                  |  | F-77
|Consolidated Statements of Cash Flows for the period November 16, 2001 to December 31, 2001 and the year ended December 31, 2002                                                                                              |  | F-78
|Consolidated Statements of Shareholder's Equity for the period November 16, 2001 to December 31, 2001 and the year ended December 31, 2002                                                                                    |  | F-79
|Summary of Significant Accounting Principles                                                                                                                                                                                  |  | F-80
|Notes to the Consolidated Financial Statements                                                                                                                                                                                |  | F-81

F-1

---



INTRODUCTION TO THE CONSOLIDATED FINANCIAL STATEMENTS

This introduction should be read in conjunction with the corporate structure chart included on page 35 of this Form 20-F.

Findexa
I AS has provided a senior subordinated guarantee of the Senior Notes. The guarantee is subject to a 150-day waiting period before any obligations become due.

This
Form 20-F includes the consolidated financial statements of Findexa II AS, the issuer of the notes and its consolidated subsidiaries, and Findexa I AS, the
guarantor of the notes, and its consolidated subsidiaries.

F-2

---



REPORT OF INDEPENDENT ACCOUNTANTS

To
the Board of Directors and Shareholder of Findexa II AS:

In
our opinion, the accompanying consolidated balance sheet and the related consolidated statement of profit and loss, of cash flows and of changes in shareholder's equity present
fairly, in all material respects, the financial position of Findexa II AS and its subsidiaries at December 31, 2002, and the results of their operations and their cash flows for the year ended
December 31, 2002, in conformity with accounting principles generally accepted in Norway. These financial statements are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The financial statements of the Company as of December 31, 2001 and for the year
ended December 31, 2000, the period January 1, 2001 to November 15, 2001 and the period November 16, 2001 to December 31, 2001 were audited by other independent
accountants who have ceased operations. Those independent accountants expressed an unqualified opinion on those statements in their report dated March 27, 2002.

Accounting
principles generally accepted in Norway vary in certain important respects from accounting principles generally accepted in the United States of America. The application of
the latter would have affected the determination of consolidated net income for the year ended December 31, 2002 and the determination of consolidated shareholder's equity at
December 31, 2002 to the extent summarized in Note 29 of the consolidated financial statements.

As
discussed above, the financial statements of Findexa II AS and subsidiaries as of December 31, 2001, and for the year ended December 31, 2000, the period
January 1, 2001 to November 15, 2001 and the period November 16, 2001 to December 31, 2001 were audited by other auditors who have ceased operations. As described in
Note 29, these financial statements have been revised to include the transitional disclosures required by Statement of Financial Accounting Standards (Statement) No. 142, Goodwill and Other Intangible Assets,which was adopted by the Company effective January 1, 2002. In our opinion, these disclosures in
Note 29 are appropriate. However, we were not engaged to audit, review, or apply any procedures to the financial statements for the year ended December 31, 2000, the period
January 1, 2001 to November 15, 2001 and the period November 16, 2001 to December 31, 2001 of the Company other than with respect to such disclosures and, accordingly, we
do not express an opinion or any other form of assurance on the financial statements for the year ended December 31, 2000, for the period January 1, 2001 to November 15, 2001 and
the period November 16, 2001 to December 31, 2001 taken as a whole.

In
addition, in our opinion, the financial statement schedule included on pages F-5 to F-73 as of and for the year ended December 31, 2002, present fairly
in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

PricewaterhouseCoopers
DA

Oslo,
Norway
April 30, 2003

F-3

---



The following report is a copy of a report previously issued by Arthur Andersen & Co. and has not been reissued by Arthur Andersen & Co.

REPORT OF INDEPENDENT ACCOUNTANTS

To
the Shareholder of Findexa II AS:

We
have audited the accompanying consolidated balance sheets of Findexa II AS and its subsidiaries (the "Company") and its predecessor, Findexa AS (formerly known as Telenor Media AS)
and its subsidiaries, as of December 31, 1999, 2000 and 2001, and the related consolidated statements of profit and loss, shareholder's equity and cash flow for each of the two years in the
period ended December 31, 2000 and for the period from January 1, 2001 to November 15, 2001 (the predecessor periods) and for the period from November 16, 2001 to
December 31, 2001 (the successor period), together the "financial statements". These financial statements are the responsibility of the Company's management and have been prepared on the basis
set out in Note 1. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with generally accepted auditing standards in the United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company and its predecessor, Findexa AS (formerly known
as Telenor Media AS), as of December 31, 1999, 2000 and 2001, and the related consolidated statements of profit and loss, shareholder's equity and cash flow for each of the two years in the
period ended December 31, 2000 and for the period from January 1, 2001 to November 15, 2001 (the predecessor periods) and for
the period from November 16, 2001 to December 31, 2001 (the successor period) then ended in conformity with generally accepted accounting principles in Norway.

Accounting
practices used by the Company in preparing the accompanying financial statements conform with generally accepted accounting principles in Norway, but do not conform with
accounting principles generally accepted in the United States. A description of these differences and a complete reconciliation of consolidated net income and shareholder's equity to US generally
accepted accounting principles is set forth in Note 28.

Our
audit was made for the purposes of forming an opinion on the basic financial statements taken as a whole. The Schedule 1 included in the financial statements is presented for
purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements
taken as a whole.

Arthur
Andersen & Co.
Oslo, Norway, March 27, 2002

F-4

---



FINDEXA II AS        CONSOLIDATED STATEMENTS OF PROFIT AND LOSS

|                                                 |  |       |  | Predecessor |   | Successor |  
|------------------------------------------------ |  | ----- |  | ----------- | - | --------- | -
|
|
|Operating revenue                                |  | 2     |  | 1,801,342   |   | 1,730,527 |  
|Gain on disposal of fixed assets and operations  |  | 1     |  |            |   | 10,371    |  
|                                                 |  |       |  |             |   |           |  
|Total revenue                                    |  |       |  | 1,801,342   |   | 1,740,898 |  
|                                                 |  |       |  |             |   |           |  
|Cost of materials and printing                   |  | 4     |  | 261,249     |   | 216,557   |  
|Salaries and personnel costs                     |  | 5,6   |  | 556,418     |   | 545,989   |  
|Other operating expenses                         |  | 7     |  | 617,125     |   | 580,724   |  
|Loss on disposal of fixed assets and operations  |  | 1     |  |            |   |          |  
|Depreciation and amortization                    |  | 12,13 |  | 62,663      |   | 69,578    |  
|Impairment of fixed assets                       |  | 8,13  |  | 1,951       |   | 15,572    |  
|Impairment of goodwill                           |  | 8,12  |  |            |   |          |  
|                                                 |  |       |  |             |   |           |  
|Total operating expenses                         |  |       |  | 1,499,406   |   | 1,428,420 |  
|                                                 |  |       |  |             |   |           |  
|Operating profit (loss)                          |  |       |  | 301,936     |   | 312,478   |  
|                                                 |  |       |  |             |   |           |  
|Income (loss) from associated companies          |  |       |  | 3,615       |   | (4,559    | )
|Financial income                                 |  | 10    |  | 43,280      |   | 27,990    |  
|Financial expenses                               |  | 10    |  | (10,240     | ) | (2,904    | )
|                                                 |  |       |  |             |   |           |  
|Net financial items                              |  |       |  | 33,040      |   | 25,086    |  
|Income (loss) before taxes and minority interest |  |       |  | 338,591     |   | 333,005   |  
|Tax (expense) benefit                            |  | 11    |  | (118,699    | ) | (129,823  | )
|                                                 |  |       |  |             |   |           |  
|Income (loss) before minority interest           |  |       |  | 219,892     |   | 203,182   |  
|Minority interest                                |  | 27    |  |            |   | (994      | )
|                                                 |  |       |  |             |   |           |  
|Net income (loss)                                |  |       |  | 219,892     |   | 202,188   |  
|                                                 |  |       |  |             |   |           |  

The accompanying notes are an integral part of these financial statements.

F-5

---



FINDEXA II AS        CONSOLIDATED BALANCE SHEETS

|                                                                   |  |        |  | Successor
|------------------------------------------------------------------ |  | ------ |  | ---------
|
|
|
|ASSETS                                                             |  |        |  |          
|Intangible assets                                                  |  | 12     |  | 5,986,136
|Tangible assets                                                    |  | 13     |  | 53,208   
|Financial assets                                                   |  | 14     |  | 44,562   
|                                                                   |  |        |  |          
|Total fixed assets                                                 |  | 2      |  | 6,083,906
|                                                                   |  |        |  |          
|Inventories and work in progress                                   |  |        |  | 74,348   
|Current receivables                                                |  | 17     |  | 663,624  
|Cash and cash equivalents                                          |  | 25     |  | 336,492  
|                                                                   |  |        |  |          
|Total current assets                                               |  |        |  | 1,074,464
|                                                                   |  |        |  |          
|Total assets                                                       |  | 2      |  | 7,158,370
|                                                                   |  |        |  |          
|EQUITY AND LIABILITIES                                             |  |        |  |          
|Equity                                                             |  |        |  |          
|Shareholder's equity                                               |  |        |  | 850,664  
|                                                                   |  |        |  |          
|Total equity                                                       |  |        |  | 850,664  
|                                                                   |  |        |  |          
|Liabilities                                                        |  |        |  |          
|Provisions                                                         |  | 18     |  | 685,500  
|Long-term interest-bearing liabilities                             |  | 19     |  | 4,828,348
|                                                                   |  |        |  |          
|Total long-term liabilities                                        |  |        |  | 5,513,848
|                                                                   |  |        |  |          
|Short-term interest-bearing liabilities                            |  | 19     |  | 75,076   
|Short-term non-interest-bearing liabilities                        |  | 20     |  | 718,782  
|                                                                   |  |        |  |          
|Total short-term liabilities                                       |  |        |  | 793,858  
|                                                                   |  |        |  |          
|Total equity and liabilities                                       |  |        |  | 7,158,370
|                                                                   |  |        |  |          
|Guarantees, contingencies, commitments and contractual obligations |  | 21, 22 |  |          

The
accompanying notes are an integral part of these financial statements.

F-6

---



FINDEXA II AS        CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                   |  |    |  | Predecessor |   | Successor |  
|---------------------------------------------------------------------------------- |  | -- |  | ----------- | - | --------- | -
|
|
|
|Cash flows from operating activities                                               |  |    |  |             |   |           |  
|Income (loss) before taxes                                                         |  |    |  | 338,591     |   | 333,005   |  
|Taxes paid                                                                         |  |    |  | (5,488      | ) | (9,439    | )
|Net (gain) loss from sale of fixed assets and operations                           |  |    |  |            |   | (10,371   | )
|Income from associated companies                                                   |  |    |  | (3,615      | ) | 4,559     |  
|Depreciation, amortization and impairments of fixed assets and goodwill            |  |    |  | 65,590      |   | 85,150    |  
|Bad debt expense                                                                   |  |    |  | 57,009      |   | 56,349    |  
|Amortization of debt issuance costs                                                |  | 10 |  |            |   |          |  
|Changes in accounts receivables and prepayments from customers                     |  |    |  | (86,293     | ) | (45,644   | )
|Changes in accounts payable, prepaid expenses and inventory                        |  |    |  | (17,677     | ) | (146,984  | )
|Changes in other accruals                                                          |  |    |  | 28,283      |   | 62,855    |  
|                                                                                   |  |    |  |             |   |           |  
|Net cash flows from (used in) operating activities                                 |  |    |  | 376,400     |   | 329,480   |  
|                                                                                   |  |    |  |             |   |           |  
|Cash flows from investing activities                                               |  |    |  |             |   |           |  
|Proceeds from sale of tangible and intangible assets                               |  |    |  | 7,835       |   | 6,000     |  
|Purchase of tangible and intangible assets                                         |  |    |  | (40,451     | ) | (76,115   | )
|Net cash paid on disposal of subsidiaries and investments                          |  | 26 |  |            |   |          |  
|Purchase of other investments                                                      |  |    |  |            |   | (10,520   | )
|Cash paid on acquisitions of subsidiaries and joint ventures, net of cash received |  | 25 |  | (56,804     | ) | (119,411  | )
|                                                                                   |  |    |  |             |   |           |  
|Net cash flows from investing activities                                           |  |    |  | (89,420     | ) | (200,046  | )
|                                                                                   |  |    |  |             |   |           |  
|Cash flows from financing activities                                               |  |    |  |             |   |           |  
|Proceeds from interest-bearing liabilities                                         |  |    |  |            |   |          |  
|Payment of debt issuance costs                                                     |  |    |  |            |   |          |  
|Payment of interest-bearing liabilities                                            |  |    |  |            |   |          |  
|Proceeds from new equity from shareholder                                          |  |    |  |            |   |          |  
|Payment on long-term liabilities                                                   |  |    |  | (798        | ) | (14,783   | )
|Payment of group contribution (dividend to shareholder)                            |  |    |  | (246,653    | ) | (481,044  | )
|                                                                                   |  |    |  |             |   |           |  
|Net cash flows from (used in) financing activities                                 |  |    |  | (247,451    | ) | (495,827  | )
|                                                                                   |  |    |  |             |   |           |  
|Effect on cash and cash equivalents of changes in foreign exchange rates           |  |    |  | 1,476       |   | (851      | )
|                                                                                   |  |    |  |             |   |           |  
|Net change in cash and cash equivalents                                            |  |    |  | 41,005      |   | (367,244  | )
|                                                                                   |  |    |  |             |   |           |  
|Cash and cash equivalents at beginning of period                                   |  |    |  | 705,021     |   | 653,886   |  
|Disposal of Teleservice operations at January 1, 2000                              |  | 26 |  | (92,140     | ) |          |  
|                                                                                   |  |    |  |             |   |           |  
|Cash and cash equivalents at period end                                            |  |    |  | 653,886     |   | 286,642   |  
|                                                                                   |  |    |  |             |   |           |  

The accompanying notes are an integral part of these financial statements.

F-7

---



FINDEXA II AS        CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

|                                          |  | Notes |  | Number of
Shares(1) |   | Nominal
Amount
Per Share |  | Share
Capital |   | Additional
Paid-In
Capital |  | Retained
Earnings/
Accumulated
Deficit |   | Minority
Interest |   | Cumulative
Translation
Adjustment |   | Total     |  
|----------------------------------------- |  | ----- |  | ------------------- | - | ------------------------ |  | ------------- | - | -------------------------- |  | -------------------------------------- | - | ----------------- | - | --------------------------------- | - | --------- | -
|
|Balance as of
December 31, 1999           |  |       |  | 50,000              |   | 1,000                    |  | 50,000        |   |                           |  | 644,885                                |   |                  |   | (7,455                            | ) | 687,430   |  
|                                          |  |       |  |                     |   |                          |  |               |   |                            |  |                                        |   |                   |   |                                   |   |           |  
|Demerger of Teleservice operations        |  | 26    |  | (3,359              | ) |                         |  | (3,359        | ) |                           |  | (44,125                                | ) |                  |   |                                  |   | (47,484   | )
|Net income                                |  |       |  |                    |   |                         |  |              |   |                           |  | 219,892                                |   |                  |   |                                  |   | 219,892   |  
|Group contribution(2), net of taxes       |  |       |  |                    |   |                         |  |              |   |                           |  | (295,953                               | ) |                  |   |                                  |   | (295,953  | )
|Additional group contribution(2)          |  |       |  |                    |   |                         |  |              |   |                           |  | (530,000                               | ) |                  |   |                                  |   | (530,000  | )
|Translation adjustments for the year      |  |       |  |                    |   |                         |  |              |   |                           |  |                                       |   |                  |   | 5,366                             |   | 5,366     |  
|                                          |  |       |  |                     |   |                          |  |               |   |                            |  |                                        |   |                   |   |                                   |   |           |  
|Balance as of
December 31, 2000           |  |       |  | 46,641              |   | 1,000                    |  | 46,641        |   |                            |  | (5,301                                 | ) |                  |   | (2,089                            | ) | 39,251    |  
|                                          |  |       |  |                     |   |                          |  |               |   |                            |  |                                        |   |                   |   |                                   |   |           |  
|Net income                                |  |       |  |                    |   |                         |  |              |   |                           |  | 202,188                                |   |                  |   |                                  |   | 202,188   |  
|Sale of minority interest                 |  |       |  |                    |   |                         |  |              |   |                           |  |                                       |   | 1,821             |   |                                  |   | 1,821     |  
|Minority interest income                  |  |       |  |                    |   |                         |  |              |   |                           |  |                                        |   | 994               |   |                                  |   | 994       |  
|Translation adjustments for the year      |  |       |  |                    |   |                         |  |              |   |                           |  |                                       |   | (182              | ) | (5,594                            | ) | (5,776    | )
|                                          |  |       |  |                     |   |                          |  |               |   |                            |  |                                        |   |                   |   |                                   |   |           |  
|Balance as of
November 15, 2001           |  |       |  | 46,641              |   | 1,000                    |  | 46,641        |   |                           |  | 196,887                                |   | 2,633             |   | (7,683                            | ) | 238,478   |  
|                                          |  |       |  |                     |   |                          |  |               |   |                            |  |                                        |   |                   |   |                                   |   |           |  
|Successor                                 |  |       |  |                     |   |                          |  |               |   |                            |  |                                        |   |                   |   |                                   |   |           |  
|Issue of Share Capital                    |  | 1     |  | 10,582,000          |   | 1                        |  | 10,582        |   | 1,037,775                  |  |                                       |   |                  |   |                                  |   | 1,048,357 |  
|Minority interest as of November 16, 2001 |  |       |  |                    |   |                         |  |              |   |                           |  |                                       |   | 2,583             |   |                                  |   | 2,583     |  
|Net loss                                  |  |       |  |                    |   |                         |  |              |   |                           |  | (201,466                               | ) |                  |   |                                  |   | (201,466  | )
|Minority interest loss                    |  |       |  |                    |   |                         |  |              |   |                           |  |                                       |   | (304              | ) |                                  |   | (304      | )
|Translation adjustments for the year      |  |       |  |                    |   |                         |  |              |   |                           |  |                                       |   | 1                 |   | 1,493                             |   | 1,494     |  
|                                          |  |       |  |                     |   |                          |  |               |   |                            |  |                                        |   |                   |   |                                   |   |           |  
|Balance as of
December 31, 2001           |  |       |  | 10,582,000          |   | 1                        |  | 10,582        |   | 1,037,775                  |  | (201,466                               | ) | 2,280             |   | 1,493                             |   | 850,664   |  
|                                          |  |       |  |                     |   |                          |  |               |   |                            |  |                                        |   |                   |   |                                   |   |           |  
|Net loss                                  |  |       |  |                    |   |                         |  |              |   |                           |  | (849,012                               | ) |                  |   |                                  |   | (849,012  | )
|Minority interest loss                    |  |       |  |                    |   |                         |  |              |   |                           |  |                                       |   | (689              | ) |                                  |   | (689      | )
|Purchase minority interest                |  |       |  |                    |   |                         |  |              |   |                           |  |                                       |   | (1,591            | ) |                                  |   | (1,591    | )
|Translation adjustments for the year      |  |       |  |                    |   |                         |  |              |   |                           |  |                                       |   |                  |   | 32,249                            |   | 32,249    |  
|                                          |  |       |  |                     |   |                          |  |               |   |                            |  |                                        |   |                   |   |                                   |   |           |  
|Balance as of
December 31, 2002           |  |       |  | 10,582,000          |   | 1                        |  | 10,582        |   | 1,037,775                  |  | (1,050,478                             | ) |                  |   | 33,742                            |   | 31,621    |  
|                                          |  |       |  |                     |   |                          |  |               |   |                            |  |                                        |   |                   |   |                                   |   |           |  

---

The accompanying notes are an integral part of these financial statements.

F-8

---



FINDEXA II AS        SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

General

The consolidated financial statements for Findexa II AS and its subsidiaries (Findexa or the Group) are prepared in accordance with generally accepted accounting
principles in Norway (Norwegian GAAP). Through November 15, 2001, Findexa was wholly owned by Telenor ASA (Telenor) through an intermediate company.

On
November 16, 2001, an investment fund managed by Texas Pacific Group acquired 100% of the voting equity interests of Findexa AS (formerly known as Telenor Media AS) and its
subsidiaries from Telenor through a newly formed holding company, Findexa I AS, an indirect, wholly owned subsidiary of Findexa II AS (the "Acquisition"). On December 6, 2001, Findexa
transferred its international operations from Findexa AS, an indirect, wholly owned subsidiary of Findexa II AS, to Findexa Holding AS, an indirect, wholly owned subsidiary of Findexa II AS. In this
context, Findexa II AS, which includes the Group's international operations as of and for all periods presented, represents the accounting "Successor" to Findexa AS.

For
financial reporting purposes, the Acquisition described in note 1 is deemed to have occurred on November 16, 2001. The consolidated financial statements for periods
prior to November 16, 2001 are referred to herein as the financial statements of the "Predecessor", and the consolidated financial statements for periods subsequent to November 16, 2001
are referred to herein as the financial statements of the "Successor". Due to the application of purchase accounting in connection with the Acquisition resulting in incremental amortization expense,
incremental interest expense and other adjustments to successor period income statement items, the consolidated financial statements of Predecessor are not comparable to the consolidated financial
statement of Successor. In the following text, "Findexa" and "the Group" refer to both Predecessor and Successor.

The
Group's accounting principles under Norwegian GAAP differ, in certain material respects, from United States generally accepted accounting principles (U.S. GAAP). The differences and
the related effects on the Group's net income and shareholder's equity are set forth in Note 29.

Prior
to the Acquisition, the Group operated as a subsidiary of Telenor and, as a result, the predecessor period results may have been different than had the Group operated as an
independent entity.

For
information about acquisitions, sales and disposal of business for 2000 through 2002 see Notes 1 and 26.

Consolidation principles

These consolidated financial statements include Findexa II AS and subsidiaries in which Findexa has effective control, generally more than 50% ownership.

All
significant intercompany transactions and balances have been eliminated.

Investments
in joint ventures are consolidated on a pro-rata basis in proportion to the Group's equity ownership interest. Findexa's share of each line item is included in
the consolidated financial statements. See note 16 for a summary of amounts that have been consolidated on this basis.

Investments
in other than joint venture entities in which Findexa has an equity ownership interest of 20% to 50% and exercises significant influence are accounted for according to the
equity method.

Any
loss attributable to the minority interests over their interests in the equity of a subsidiary has not been recognized unless the minority shareholders have an obligation to, and are
able to cover these

F-9

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losses. The minority share of any net liabilities at the time of acquisition has been accounted for according to the same principle.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations accounted for under the purchase method.
Goodwill is amortized on a straight-line basis over its estimated economic life, based on an individual assessment. Goodwill is carried at cost less accumulated amortization and any
accumulated impairment losses recorded. For goodwill amortization periods, see Note 12.

Revenue recognition

Revenue is recognized when it is probable that the economic benefits associated with the transaction will flow to the enterprise and the amount of the revenue can
be measured reliably.

Revenue
from directory operations is recognized at the time of publication. Advertisements and listings in printed directories are recognized at the commencement of distribution of the
individual directories. Revenue from separate sale of advertisements and listings published over the internet is recognized ratably over the term of the contract. Revenue from combined offerings of
printed and internet published advertisements and listings are allocated to each individual component and recognized accordingly. The allocation is based on the management's best estimate of the fair
value to the customer.

Revenue
from the sale of additional copies of directories is recognized when each directory has been delivered. Revenue from the sale of CD ROM directories and access to updates to those
directories is recognized over the contract term.

Deferred
revenue is presented within short-term non-interest bearing liabilities.

Work in progress and prepaid expenses

Direct costs related to the production of directories, including paper and printing expenses, are deferred as work in progress and expensed when the related
directory revenue is recognized.

Direct
sales and distribution expenses including personnel expenses related to these activities are deferred until the related directory revenue is recognized. Deferred sales- and
distribution expenses are classified as prepaid expenses within current receivables.

Advertising and marketing

Advertising and marketing costs directly related to sale of directory advertisements and listings are deferred as prepaid expenses and expensed at the time of
publication. Other advertising and marketing costs are expensed as incurred.

Pensions

Defined benefit plans are valued at the present value of accrued future pension benefits at the balance sheet date. Pension plan assets are valued at their fair
value. Changes in the pension obligations due to changes in pension plans are recognized over the estimated average remaining service period. When the accumulated effect of changes in estimates,
changes in assumptions and deviations from actuarial assumptions exceed 10% of the higher of pension benefit obligations and

F-10

---

pension plan assets, the excess amount is recognized over the estimated average remaining service period. The net pension cost for the period is classified as salaries and personnel costs.

Stock options

The Company accounts for its employee stock compensation plans under the intrinsic value method. Accordingly, the Company records expense in an amount equal to
the excess of the quoted market price on the grant date over the option exercise price. Such expense is recognized at the grant date for options that vest immediately. For options with a vesting
period, the expense is recognized over the vesting period. Compensation expense is classified as personnel costs in the Statement of Profit and Loss. The Company has not recognized any stock-based
compensation expense for the year ended December 31, 2000, the period January 1, 2001 to November 15, 2001, the period November 16, 2001 to December 31, 2001 and the
year ended December 31, 2002.

Social
security taxes are measured at the end of each reporting period, based on the excess of the quoted market price of the shares over the exercise price.

Taxes

Deferred tax assets and liabilities are calculated with full allocation for all temporary differences between the carrying amount of assets and liabilities in the
financial statements and their basis for tax purposes, including tax losses carried forward. The enacted tax rates at the balance sheet date and nominal amounts are used. Deferred tax assets are
recorded in the balance sheet to the extent it is more likely than not that the tax assets will be utilized.

Tangible assets, intangible assets and depreciation

Tangible and intangible assets are carried at historical cost less accumulated depreciation and amortization. Repairs and maintenance costs are expensed as
incurred.

Tangible
and intangible assets are depreciated on a straight-line basis over their expected economic useful lives, except for advertising relationships which is amortized
according to the declining balance method, using the following annual rates:

|Office equipment and furniture  |  | 20-33 | %
|------------------------------- |  | ----- | -
|Computer equipment and vehicles |  | 10-20 | %
|Buildings                       |  | 3-4   | %
|Software                        |  | 20-33 | %
|Advertiser relationships        |  | 24    | %
|Brand names                     |  | 5-10  | %
|Other intangible assets         |  | 33    | %
|Goodwill                        |  | 5-10  | %

Capitalization of interest

The Group capitalizes interest expense on major construction and development projects while in progress.

F-11

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Impairment of goodwill and fixed assets

Impairments of fixed assets are recognized following an assessment of the carrying value per reporting unit. A reporting unit has been determined to be the
individual country operations, which is considered the lowest identified cash-generating unit. If indications of impairments have been identified, the Group assesses the carrying value of
the individual reporting units to determine the recoverable amount. The recoverable amount equals the highest of the estimated future discounted cash flows or the net estimated realizable sales price.
If the recoverable amount of a reporting unit is lower than the carrying value, an impairment loss is immediately recorded in the profit and loss statement equal to the difference.

In
situations where an impairment loss exists, the impairment loss is first recorded as a reduction of allocated goodwill with further impairment losses allocated to the remaining assets
based on the relative book value.

Impairments
losses on goodwill recorded in prior periods are not reversed in subsequent periods.

The
amortization of the remaining goodwill subsequent to recorded impairment losses is adjusted in accordance with the estimated remaining useful life.

Software development costs

Direct development costs associated with internal-use software are capitalized, including external direct costs of material and services and salary
costs of employees devoting time to the software development.

Costs
incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred.

Other
development costs are expensed as incurred.

Investments

Long-term shares and other investments that have readily determinable fair values are carried at fair value with unrealized gains and losses recorded
in the statement of profit and loss as financial items. Long-term shares and other investments that do not have a readily determinable fair value, excluding shares in associated companies
and joint venture activities, are accounted for under the cost method. Realized gains and losses and declines in value judged to be other-than-temporary on
available-for-sale securities are recognized in the statement of profit and loss as financial items.

Debt issuance costs

Debt issuance costs are deferred and amortized as a component of interest expense over the term of the related note.

Inventories

Inventories are valued at the lower of cost or market value. Cost of inventory is determined using the FIFO method.

F-12

---

Current receivables

Accounts receivable and other receivables are recorded at nominal value net of provision for estimates of bad debt and customer complaints. Due to the large
volume and diversity of the Group's customer base, concentrations of credit risk with respect to trade accounts receivable are limited, except for Telenor through which we invoice a significant
portion of our revenues.

Short-term liabilities

Other short-term liabilities include accruals for operating expenses.

Cash and cash equivalents

Cash and cash equivalents include cash, bank deposits and other deposits with original maturity of three months or less.

Foreign currency transactions and balances

Transactions involving foreign currencies are translated into Norwegian Kroner using exchange rates in effect at the time of the transactions. Foreign currency
assets or liabilities are translated using exchange rates prevailing at the balance sheet date. Resulting gains or losses are charged to financial items for the respective period.

Foreign currency translation

The financial statements of the Group's foreign operations are maintained in the currency in which the entity primarily conducts business. When translating
financial statements for foreign entities (subsidiaries and joint ventures) from local currencies to Norwegian Kroner, assets and liabilities are translated using year-end exchange rates
and results are translated using the average exchange rates for the reporting period. The resulting translation adjustments are reported as a component of shareholder's equity.

Foreign currency and interest rate hedges

The company utilizes forward exchange contracts to mitigate exposure to foreign currency risks. These contracts are accounted for as foreign currency
transactions. The company also utilizes interest rate swaps and interest rate caps to protect the interest rate to be used for determining the interest payments on the floating rate loans. Unrealized
and realized gains and losses on these instruments are recognized as income or expense on the same basis as the corresponding hedged position to the extent the positions are recognized as assets or
liabilities.

A
market valuation of the outstanding contracts on the balance sheet date is performed. To the extent that the outstanding contracts do not qualify as hedging instruments, any net
unrealized loss are recorded as financial expense.

Statement of cash flows

The Statement of Cash Flows is presented according to the indirect method.

F-13

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Group contribution

Group contributions (dividend to shareholder) are accrued as a charge against equity in the year to which they relate based on approval subsequent to period end.

Sales of group companies to Telenor, our previous parent

Gains or losses resulting from the sale of subsidiary operations to our parent or to other companies controlled by our parent are recorded in the profit and loss
statement in the period in which the sale occurred.

Use of estimates

The preparation of financial statements in accordance with Norwegian GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
Estimates are used for, but not limited to, the accounting for revenue recognition, useful economic lives of tangible and intangible assets, bad debt provision, accrual for customer complaints,
obligations under employee benefit plans, taxes and contingencies. Actual results could differ from those estimates.

F-14

---



FINDEXA II AS        NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.    ACQUISITIONS AND DISPOSALS

Acquisition of Findexa AS

On November 16, 2001, an investment fund managed by Texas Pacific Group ("TPG") acquired 100% of the voting equity interests of Findexa AS from Telenor
through a newly formed holding company, Findexa II AS. The results of the Successor's operations have been included in the consolidated financial statements since that date. The acquisition of Findexa
by TPG reflects TPG's strategic thrust of making investments in branded products. The business also offers the potential for revenue growth from improved customer service incentives, price increases
and increased up-selling.

The
aggregate purchase price of the acquisition was NOK 5,800 million of cash, which includes repayment of NOK 460 million owed to Telenor. Findexa II AS issued new shares
to TPG in connection with the acquisition raising new equity of NOK 1,048 thousand. The acquisition has been accounted for as a purchase. According to the purchase agreement, additional
purchase price of NOK 74.3 million was paid to Telenor in 2002 based on final cash balances, debt balances and working capital as at September 30, 2001. In addition, an adjustment was
made to recognize acquisition costs of NOK 13.8 million of which NOK 12.3 million was paid in 2002. In connection with the acquisition by TPG, the Group recorded accruals of
NOK 10.1 million and NOK 16.7 million related to the discontinuation of the new media initiatives and Spanish operations, respectively. The accruals represent
employee termination costs of NOK 13.5 million and other costs such as lease and other cancellation costs. NOK 8.5 million of the total restructuring accrual was reversed in
2002 as a reduction of goodwill, and the remainder was paid in 2002.

The
following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition.

At November 16, 2001(in NOK thousand)Goodwill

3,609,832Intangible assets

2,430,391Financial assets

54,671Tangible assets

49,886Current assets

1,228,857Total assets acquired

7,373,637Long-term liabilities

722,041Current liabilities

1,221,433Total liabilities assumed

1,943,474Minority interests

2,583Net assets acquired

5,427,580


After adjusting the purchase price allocation for the additional payments and final fair value information, the NOK 3,610 million of
goodwill was assigned to DirectoriesNorway and International Operations segments in the amounts of NOK 2,943 million and NOK 667 million, respectively. The goodwill has a
weighted average useful life of 18 years. Of the total amount, none is expected to be deductible for tax purposes.

F-15

---

The
acquired intangible assets of NOK 2,430 million have a weighted-average useful life of 15 years. Of this amount, NOK 1,105 million was assigned to advertising
relationships (12-year weighted-average
useful life), NOK 1,100 thousand to brand names (19-year weighted-average useful life) and NOK 160 million to other intangibles (3-year weighted-average useful
life).

In
connection with the purchase price allocation, printed directories in progress were increased to fair value as of the purchase date and included profit for the completed portion of
each directory, as a result, gross profit during the successor period was less than during the predecessor periods until those directories were distributed. Deferred revenue at the time of acquisition
was reduced to reflect the present value of the costs to provide the related services plus a profit margin. As a result, profit during the successor period in 2002 was less than the predecessor
periods.

The
following table reflects unaudited pro forma results of the Group as if the Acquisition had taken place at the beginning of fiscal 2001 and 2000:

2001

2000(in NOK thousands)Pro forma operating revenue

2,013,925

1,801,342Pro forma net loss

(675,171
)
(654,392
)


Pro forma adjustments have been made to reflect the purchase price allocation and impact of the acquisition related financings as well as to
eliminate non-recurring charges associated with the purchase and related financings.

In
management's opinion, these unaudited pro forma amounts are not necessarily indicative of what the actual results of operations would actually have been had the Acquisition and the
related financings been effective as of January 1, 2000 and 2001.

During
the three years ended December 31, 2002, Findexa entered into the acquisitions and disposals listed below. Each acquisition was recorded using the purchase method of
accounting.

Acquisitions in 2002

Findexa increased its interests in the following significant subsidiaries:

|Company                           |  | Country |  | Change in
Interest |   | Ownership
Interest |   | Business          |  | Purchase
Month |  | Purchase
Price(1) |  | Goodwill |  | Amortization
Period
|--------------------------------- |  | ------- |  | ------------------ | - | ------------------ | - | ----------------- |  | -------------- |  | ----------------- |  | -------- |  | -------------------
|
|ZAO Euroadress                    |  | Russia  |  | 19.0               | % | 100                | % | Print directories |  | December       |  | 7,731             |  | 6,140    |  | 10                 
|Nord Trans Biuro Reklam Sp. z o.o |  | Poland  |  | 36.7               | % | 86.7               | % | Print directories |  | September      |  | 999               |  | 2,628    |  | 10                 
|Guias de Ciudad                   |  | Spain   |  | 50.0               | % | 100                | % | Print directories |  | July           |  | 5,364             |  |         |  |                    
|                                  |  |         |  |                    |   |                    |   |                   |  |                |  |                   |  |          |  |                    
|Total                             |  |         |  |                    |   |                    |   |                   |  |                |  | 14,094            |  | 8,768    |  |                    
|                                  |  |         |  |                    |   |                    |   |                   |  |                |  |                   |  |          |  |                    

Disposals in 2002

During 2002, the group acquired the remaining 50% of Guias de Ciudad for NOK 5.8 million and immediately sold 100% of its interests for NOK
3.5 million, resulting in a loss of NOK 3.0 million. These transactions were part of the discontinuation of the Spanish operations.

F-16

---

Acquisitions in 2001

Findexa acquired the following significant subsidiaries:

|Company                                  |  | Country |  | Change in
Interest |   | Ownership
Interest |   | Business          |  | Purchase
Month |  | Purchase
Price(1) |  | Goodwill |  | Amortization
Period
|---------------------------------------- |  | ------- |  | ------------------ | - | ------------------ | - | ----------------- |  | -------------- |  | ----------------- |  | -------- |  | -------------------
|
|Yellow Pages Ukraine Ltd.                |  | Ukraine |  | 100                | % | 100                | % | Print directories |  | February       |  | 5,246             |  | 2,865    |  | 5                  
|Annuaire Phone Edition Holding SA        |  | France  |  | 100                | % | 100                | % | Print directories |  | May            |  | 102,857           |  | 135,150  |  | 10                 
|Annuaires Du Langeudoc S.A.              |  | France  |  | 45                 | % | 100                | % | Print directories |  | August         |  | 2,302             |  | 2,302    |  | 10                 
|Annuaires Telephoniques De Bretagne S.A. |  | France  |  | 25                 | % | 100                | % | Print directories |  | May            |  | 8,634             |  | 8,634    |  | 10                 
|Other                                    |  |         |  |                    |   |                    |   |                   |  |                |  | 1,100             |  | 3,304    |  |                    
|                                         |  |         |  |                    |   |                    |   |                   |  |                |  |                   |  |          |  |                    
|Total                                    |  |         |  |                    |   |                    |   |                   |  |                |  | 120,139           |  | 152,255  |  |                    
|                                         |  |         |  |                    |   |                    |   |                   |  |                |  |                   |  |          |  |                    

---

Disposals in 2001

Findexa sold the Audiotex operations for NOK 6.0 million to a subsidiary of Telenor resulting in a gain of NOK 5.4 million. Golfguiden AS was sold
for NOK 5.1 million resulting in a gain of NOK 4.9 million.

In
December 2000 Findexa established a joint venture, E-fair AS, together with Nextra AS, a Telenor company. Findexa and Nextra AS each owned 51% and 49%,
respectively, of the business. The business mission of E-fair was to develop electronic trading solutions for the Internet until September 15, 2001 when the business was terminated.

Acquisitions in 2000

Findexa acquired the following significant subsidiaries:

|Company                                   |  | Country |  | Change in
Interest |   | Ownership
Interest |   | Business            |  | Purchase
Month |  | Purchase
Price(1) |  | Goodwill |  | Amortization
Period
|----------------------------------------- |  | ------- |  | ------------------ | - | ------------------ | - | ------------------- |  | -------------- |  | ----------------- |  | -------- |  | -------------------
|
|OY Findexa AB                             |  | Finland |  | 60                 | % | 60                 | % | On-line directories |  | August         |  | 19,064            |  | 19,043   |  | 10                 
|Annuaires Telephoniniques De Bretagne S.A |  | France  |  | 75                 | % | 75                 | % | Print directories   |  | June           |  | 28,031            |  | 27,430   |  | 10                 
|ZAO Euroadress                            |  | Russia  |  | 100                | % | 100                | % | Print directories   |  | August         |  | 8,714             |  | 17,941   |  | 5                  
|Annuaires Du Langedoc S.A                 |  | France  |  | 55                 | % | 55                 | % | Print directories   |  | July           |  | 312               |  | 1,680    |  | 10                 
|Edition de L'acqueduc. S.A                |  | France  |  | 100                | % | 100                | % | Print directories   |  | July           |  | 3,153             |  | 7,624    |  | 10                 
|                                          |  |         |  |                    |   |                    |   |                     |  |                |  |                   |  |          |  |                    
|Total                                     |  |         |  |                    |   |                    |   |                     |  |                |  | 59,274            |  | 73,718   |  |                    
|                                          |  |         |  |                    |   |                    |   |                     |  |                |  |                   |  |          |  |                    

---

F-17

---

Disposals in 2000

Effective from January 1, 2000 Findexa transferred through a statutory demerger to a subsidiary of Telenor 100% of the operations of Teleservice, which
mainly provides operator assisted number information services on behalf of Telenor. No gain or loss was recognized from the demerger. For further details see Note 26.

2.    GEOGRAPHICAL DISTRIBUTION OF OPERATING REVENUE AND ASSETS



|                        |  | Predecessor |  | Successor
|----------------------- |  | ----------- |  | ---------
|
|
|Norway                  |  | 1,486,545   |  | 1,435,130
|Western Europe(1)       |  | 116,137     |  | 153,243  
|Central Europe(2)       |  | 124,557     |  | 71,300   
|Eastern Europe(3)       |  | 74,103      |  | 70,854   
|                        |  |             |  |          
|Total operating revenue |  | 1,801,342   |  | 1,730,527
|                        |  |             |  |          



|                          |  | Successor |  
|------------------------- |  | --------- | -
|
|
|
|
|Norway                    |  | 5,591,272 |  
|Western Europe(1)         |  | 602,000   |  
|Central Europe(2)         |  | 158,668   |  
|Eastern Europe(3)         |  | 69,031    |  
|Intercompany eliminations |  | (337,065  | )
|                          |  |           |  
|Total assets              |  | 6,083,906 |  
|                          |  |           |  

---

F-18

---



3.    BUSINESS SEGMENTS

Findexa operates in two business segments: DirectoriesNorway (Norway), the Group's directory services in Norway, and International Operations
(International), the Group's directory services outside Norway.

The
business segments Findexa reported below are consistent with reporting to the group management and Board of Directors. The primary measures for assessing performance and allocating
resources are revenue and operating profit.

Operating results

|                                                |  | Predecessor
|----------------------------------------------- |  | -----------
|
|
|
|Operating revenue                               |  | 1,486,545  
|Gain on disposal of fixed assets and operations |  |           
|                                                |  |            
|Total revenue                                   |  | 1,486,545  
|Cost of materials and printing                  |  | 197,582    
|Salaries and personnel costs                    |  | 402,956    
|Other operating expenses                        |  | 441,730    
|Depreciation and amortization                   |  | 28,808     
|Impairment of fixed assets                      |  | 1,951      
|                                                |  |            
|Total operating expenses                        |  | 1,073,027  
|                                                |  |            
|Operating profit (loss)                         |  | 413,518    
|                                                |  |            
|Income from associated companies                |  | 3,615      
|Capital expenditures in fixed assets            |  | 25,173     

F-19

---

|                                                |  | Predecessor |  
|----------------------------------------------- |  | ----------- | -
|
|
|
|Operating revenue                               |  | 1,435,477   |  
|Gain on disposal of fixed assets and operations |  | 10,346      |  
|                                                |  |             |  
|Total revenue                                   |  | 1,445,823   |  
|Cost of materials and printing                  |  | 134,183     |  
|Salaries and personnel costs                    |  | 357,112     |  
|Other operating expenses                        |  | 412,573     |  
|Depreciation and amortization                   |  | 26,234      |  
|Impairment of fixed assets                      |  | 15,572      |  
|                                                |  |             |  
|Total operating expenses                        |  | 945,674     |  
|                                                |  |             |  
|Operating profit (loss)                         |  | 500,149     |  
|                                                |  |             |  
|Loss from associated companies                  |  | (4,559      | )

|                                                |  | Successor |  
|----------------------------------------------- |  | --------- | -
|
|
|
|Operating revenue                               |  | 64,495    |  
|Gain on disposal of fixed assets and operations |  |          |  
|                                                |  |           |  
|Total revenue                                   |  | 64,495    |  
|Cost of materials and printing                  |  | 4,873     |  
|Salaries and personnel costs                    |  | 38,722    |  
|Other operating expenses                        |  | 59,611    |  
|Depreciation and amortization                   |  | 69,978    |  
|Impairment of fixed assets                      |  | 660       |  
|                                                |  |           |  
|Total operating expenses                        |  | 173,844   |  
|                                                |  |           |  
|Operating (loss)                                |  | (109,349  | )
|                                                |  |           |  
|Loss from associated companies                  |  | (5,917    | )
|Capital expenditures in fixed assets(1)         |  | 62,442    |  
|Investments in associated companies             |  | 15,595    |  

---

F-20

---

|                                                |  | Successor |  
|----------------------------------------------- |  | --------- | -
|
|
|
|Operating revenue                               |  | 1,531,546 |  
|Gain on disposal of fixed assets and operations |  |          |  
|                                                |  |           |  
|Total revenue                                   |  | 1,531,546 |  
|Cost of materials and printing                  |  | 120,409   |  
|Salaries and personnel costs                    |  | 399,395   |  
|Other operating expenses                        |  | 576,086   |  
|Loss on disposal of fixed assets and operations |  |          |  
|Depreciation and amortization                   |  | 539,262   |  
|Impairment of fixed assets                      |  | 661       |  
|Impairment of goodwill                          |  |          |  
|                                                |  |           |  
|Total operating expenses                        |  | 1,635,813 |  
|                                                |  |           |  
|Operating (loss)                                |  | (104,267  | )
|                                                |  |           |  
|Income from associated companies                |  | 5,241     |  
|Capital expenditures in fixed assets            |  | 16,827    |  
|Investments in associated companies             |  |          |  

|                                          |  | Successor
|----------------------------------------- |  | ---------
|
|
|
|Fixed assets (excl. associated companies) |  | 5,760,440
|Current assets                            |  | 749,316  
|Associated companies                      |  | 20,692   
|                                          |  |          
|Total assets                              |  | 6,530,448
|                                          |  |          
|Long-term liabilities incl. provisions    |  | 5,463,428
|Short-term liabilities                    |  | 571,912  
|                                          |  |          
|Total liabilities                         |  | 6,035,340
|                                          |  |          
|Net deferred tax liability                |  | 633,985  

F-21

---

|                                          |  | Successor
|----------------------------------------- |  | ---------
|
|
|
|Fixed assets (excl. associated companies) |  | 5,406,921
|Current assets                            |  | 660,750  
|Associated companies                      |  | 25,933   
|                                          |  |          
|Total assets                              |  | 6,093,604
|                                          |  |          
|Long term liabilities incl. provisions    |  | 5,250,961
|Short-term liabilities                    |  | 557,587  
|                                          |  |          
|Total liabilities                         |  | 5,808,548
|                                          |  |          
|Net deferred tax liability                |  | 468,632  

4.    COST OF MATERIALS AND PRINTING

|                                      |  | Predecessor |  | Successor
|------------------------------------- |  | ----------- |  | ---------
|
|
|Paper                                 |  | 103,480     |  | 82,027   
|Printing and binding                  |  | 130,207     |  | 109,224  
|Other costs of materials and printing |  | 27,562      |  | 25,306   
|                                      |  |             |  |          
|Total cost of materials and printing  |  | 261,249     |  | 216,557  
|                                      |  |             |  |          

F-22

---



5.    PENSION OBLIGATIONS

Findexa provides defined benefit pension plans for substantially all employees in Norway. In addition, social security payments are provided by the Norwegian
government to all retired Norwegian citizens. Such government payments are calculated by reference to a base amount annually approved by the Norwegian parliament. Benefits are determined based on the
employee's length of service and compensation. The cost of pension benefits plans is expensed over the period which the employee renders services and becomes eligible to receive benefits.

Up
until August 31, 1995 most of Findexa's employees were covered through the Norwegian Public Service Pension Fund. In 1995 Telenor Pensjonskasse was established as an
independent foundation. Findexa's employees have been covered through Telenor Pensjonskasse through July 1, 2002. Subsequently, Findexa's employees are covered by and plan assets are managed by
Gjensidige NOR, Findexa's primary insurance provider. In addition, the Group has a separate pension plan for executive employees also managed by Gjensidige NOR, and certain unsecured pension
obligations for retired senior management emloyees. Plan assets consisting primarily of bonds (i.e., government, county, municipal and industry) and shares, fund these pension plans. The assets held
by the participating entities are restricted to provide benefits to employees of that employer only. For employees abroad, the Group provides for pension benefits principally through contribution
plans. In connection with the acquisition by TPG in 2001, Telenor ASA funded the pension plan by NOK 29.2 million in 2001.

In
addition, Findexa has an early retirement pension plan. The agreement-based early retirement plan (AFP) was established in 1997. Under this scheme employees may retire on reaching the
age of 62 years or more. The pension obligations under this early retirement plan are included in pension obligations.

F-23

---

|                                                       |  | Predecessor |   | Successor |  
|------------------------------------------------------ |  | ----------- | - | --------- | -
|
|
|
|Benefit obligation at the beginning of the year        |  | 217,031     |   | 123,330   |  
|Service costs                                          |  | 18,365      |   | 15,454    |  
|Interest cost                                          |  | 6,967       |   | 7,948     |  
|Actuarial gains and losses                             |  | (2,187      | ) | (13,523   | )
|Acquisitions and disposals                             |  | (108,540    | ) | (84       | )
|Benefits paid                                          |  | (8,306      | ) | (7,171    | )
|                                                       |  |             |   |           |  
|Benefit obligations at the end of the year             |  | 123,330     |   | 125,954   |  
|                                                       |  |             |   |           |  
|Change in plan assets                                  |  |             |   |           |  
|Fair value of plan assets at the beginning of the year |  | 171,902     |   | 104,886   |  
|Actual return on plan assets                           |  | 3,347       |   | (25,720   | )
|Actuarial gains and losses                             |  |            |   |          |  
|Acquisitions and disposals                             |  | (81,048     | ) | (53       | )
|Pension premium                                        |  | 18,467      |   | 54,164    |  
|Benefits paid                                          |  | (7,782      | ) | (6,035    | )
|                                                       |  |             |   |           |  
|Fair value of plan assets at the end of the year       |  | 104,886     |   | 127,242   |  
|                                                       |  |             |   |           |  
|Funded status of plan at the end of the year           |  | 18,444      |   | (1,288    | )
|Unrecognized net actuarial loss                        |  | (28,706     | ) | (1,044    | )
|Unrecognized liability for change of plan              |  |            |   |          |  
|Prepaid social security tax                            |  | (2,107      | ) | (874      | )
|                                                       |  |             |   |           |  
|Net pension plan (asset) liability                     |  | (12,369     | ) | (3,206    | )
|                                                       |  |             |   |           |  
|Amounts recorded on the Balance Sheet                  |  |             |   |           |  
|Net pension plan liability                             |  | 11,452      |   | 16,765    |  
|Net pension plan asset                                 |  | (23,821     | ) | (19,971   | )
|                                                       |  |             |   |           |  
|Net pension plan (asset) liability                     |  | (12,369     | ) | (3,206    | )
|                                                       |  |             |   |           |  

|                                                          |  | 2000 |  | 2001 |  | 2002
|--------------------------------------------------------- |  | ---- |  | ---- |  | ----
|Assumptions as of December 31                             |  |      |  |      |  |     
|Discount rate in %                                        |  | 6.5  |  | 6.5  |  | 6.5 
|Expected return on plan assets in %                       |  | 7.5  |  | 7.5  |  | 7.5 
|Rate of compensation increase in %                        |  | 3.5  |  | 3.5  |  | 3.5 
|Expected increase in the social security base amount in % |  | 3.0  |  | 3.0  |  | 3.0 
|Annual adjustments to pensions in %                       |  | 3.0  |  | 3.0  |  | 3.0 

F-24

---

Components of net periodic pension cost

|                                   |  | Predecessor |   | Successor |  
|---------------------------------- |  | ----------- | - | --------- | -
|
|
|Service cost                       |  | 18,380      |   | 13,519    |  
|Interest cost                      |  | 6,952       |   | 6,955     |  
|Expected return on plan assets     |  | (8,064      | ) | (7,311    | )
|Amortization of change of plan     |  |            |   |          |  
|Amortization of net actuarial loss |  | 1,525       |   | 1,528     |  
|Social security tax                |  | 1,862       |   | 1,957     |  
|                                   |  |             |   |           |  
|Net periodic pension costs         |  | 20,655      |   | 16,648    |  
|                                   |  |             |   |           |  

6.    SALARIES AND PERSONNEL COSTS

|                                            |  | Predecessor |  | Successor
|------------------------------------------- |  | ----------- |  | ---------
|
|
|Salaries and holiday pay                    |  | 415,520     |  | 422,581  
|Social security tax                         |  | 75,675      |  | 69,401   
|Pension costs including social security tax |  | 20,655      |  | 16,648   
|Other personnel costs                       |  | 44,568      |  | 37,359   
|                                            |  |             |  |          
|Total salaries and personnel costs          |  | 556,418     |  | 545,989  
|                                            |  |             |  |          

The
total salary for the chief executive officer of Findexa for 2002 was NOK 2,200 thousand. In addition, Findexa paid pension premiums of NOK 2,053 thousand, bonuses of
NOK 805 thousand and other remuneration of NOK 402 thousand for the year 2002.

Findexa
did not pay any remuneration to the Board of Directors for 2002.

The
employment agreements for the Group management were revised in December 2001. Under these new agreements, the members of the Group Management have the right to receive salary
for nine months beyond the agreed period of notice of six months if Findexa terminates their employment. The chief executive officer has the right to receive salary for fifteen months beyond the
agreed period of notice of six months if Findexa terminates the employment. Both the members of Group Management and Findexa have the right to terminate the employment with a six month period of
notice.

F-25

---

Furthermore,
the members of Group management, have annual bonus schemes up to an amount corresponding to twelve months' salary. The bonus scheme is based on Findexa's results from
operations and achievement of other specific targets within each business unit.

The
chief executive officer has a voluntary right to retire at the age of 62 years with a supplementary pension, making his pension 66% of his salary at the retirement date. If
Findexa terminates the employment of the chief executive officer, he will have the right to receive the same fully funded pension benefits from the age of 62 years.

Total
incurred and expensed fees for services received by auditors for 2002 amounted to NOK 11,457 thousand. The services carried out consisted of the following:

PwC

AA

Other

Total(in NOK thousands)Audit fees

4,109

1,046



5,155Tax and legal services

659

2,087



2,746Other

2,442

1,051

63

3,556Total

7,210

4,184

63

11,457


Total
loans to employees were NOK 1,970 thousand, NOK 825 thousand and NOK 462 thousand as of December 31, 2000, 2001 and 2002, respectively. The loans in
2000 and 2001 were given by Telenor Communications AS to finance the employees' purchase of shares in Telenor, which were repaid in 2002. The majority of the loan balance at December 31, 2002,
was given by Findexa to finance the employees' purchase of shares in Findexa IV AS, an indirect parent of Findexa II AS.



In 2002, Findexa LLC, the Group's indirect parent, offered certain members of Group management the opportunity to purchase up to 5% of the outstanding shares in
Findexa LLC. As of December 31, 2002, these members of management purchased 4.2% of the outstanding shares of Findexa LLC at fair market value.

Findexa
IV AS established a stock purchase plan for all employees having been employed for one year to buy units of Findexa IV AS stock at fair value up to 25% of their annual salary.
Employees could receive a free unit for every four units purchased up to NOK 6,000 of purchased units. Employees were
also given the opportunity to receive twelve free units with no purchase requirement. The purchase date fair value of each unit was NOK 78.917. One unit is comprised of one share of common stock, one
share of preferred A stock and one share of preferred B stock of Findexa IV AS. Employees had the opportunity to purchase shares under the plan from April 15, 2002 to April 23, 2002.
Compensation cost was recognized for each free share based on the purchase date fair value. During 2002, employees purchased 22,009 units resulting in compensation expense of NOK 675 thousand.
Non-interest-bearing loans were given by Findexa AS to finance the employee's purchase of units. At December 31, 2002, the outstanding loan balance was NOK 451 thousand.

In
2002, Findexa IV AS introduced an option plan, the Option Plan. The Option Plan has been set up to provide certain key employees of Findexa with options awards to purchase units of
Findexa IV AS stock that may be exercised only if a change in control or initial public offering occurs. One unit is

F-26

---

comprised of one share of common stock, one share of preferred A stock and one share of preferred B stock. Compensation costs will be recorded based on the market price of the shares on the date such
event occurs less any amounts that employees are required to pay. No compensation costs will be charged until such event occurs. For the year ended December 31, 2002, 66,339 options were
granted under this plan, at an exercise price of NOK 78.917 each, the fair market value on the date of grant. As of December 31, 2002, all of these options were outstanding with a
weighted-average exercise price of NOK 78.917. None of these outstanding options were exercisable. Options granted under the Option plan do not expire.

The
Group's average number of employees was 2,463, 2,655 and 2,707 in 2000, 2001 and 2002, respectively.

7.    OTHER OPERATING EXPENSES

|                                                      |  | Predecessor |  | Successor
|----------------------------------------------------- |  | ----------- |  | ---------
|
|
|Cost of premises, vehicles, office equipment, etc     |  | 109,721     |  | 96,123   
|Travel and travel allowances                          |  | 64,152      |  | 40,692   
|Marketing and advertising                             |  | 76,143      |  | 70,459   
|Bad debt                                              |  | 57,009      |  | 56,349   
|Distribution                                          |  | 66,836      |  | 68,584   
|Management fee to Telenor                             |  | 24,000      |  | 21,000   
|Consultancy fees and hired personnel                  |  | 79,949      |  | 89,334   
|Invoicing and database services rendered from Telenor |  | 27,327      |  | 26,755   
|Margin on work in process(1)                          |  |            |  |         
|Other                                                 |  | 111,988     |  | 111,428  
|                                                      |  |             |  |          
|Total other operating expenses                        |  | 617,125     |  | 580,724  
|                                                      |  |             |  |          

---

8.    IMPAIRMENT OF GOODWILL AND FIXED ASSETS

The company has considered a decrease in the forecasted profitability of country reporting units within the International reporting segment as an indication of
impairment. These decreases in forecasted profitability are due primarily to changes in business prospects as well as changing market conditions. Based on the indications of impairment, the Company
has completed an impairment test as described under the summary of significant accounting principles section.

F-27

---

The
impairment test was performed by comparing the carrying value of each reporting unit to its fair value based on discounted cash flows. The Group recorded an impairment of goodwill of
NOK 295 million primarily related to international operations acquired in connection with the acquisition of Findexa AS. The changes in the carrying amount of goodwill for the year ended
December 31, 2002, are as follows:

|                                  |  | Norway    |   | International |   | Total     |  
|--------------------------------- |  | --------- | - | ------------- | - | --------- | -
|
|Balance as of January 1, 2002     |  | 2,837,579 |   | 665,057       |   | 3,502,637 |  
|Purchase accounting adjustment    |  | 88,074    |   | (8,505        | ) | 79,569    |  
|Goodwill acquired during the year |  |          |   | 8,768         |   | 8,768     |  
|Amortization                      |  | (148,483  | ) | (64,179       | ) | (212,662  | )
|Impairment losses                 |  |          |   | (295,196      | ) | (295,196  | )
|                                  |  |           |   |               |   |           |  
|Balance as of December 31, 2002   |  | 2,777,170 |   | 305,945       |   | 3,083,116 |  
|                                  |  |           |   |               |   |           |  

The
Company amortizes these assets over their estimated useful lives, which are 20 years and 10 years for Norway and International, respectively.

Impairment
of fixed assets for the period January 1, 2001 to November 15, 2001 includes a charge of NOK 10.1 million for discontinued use of computers, etc.,
software and software licenses acquired from the dissolved business venture with Nextra AS, a Telenor subsidiary. Additionally, a write-off of NOK 5.5 million in internally
developed software was taken related to the discontinuation of new media initiatives in the same period. For 2002, total impairment of fixed assets amounted to NOK 0.8 million, which is
primarily attributable to the subsidiary Publishing AS.

9.    SOFTWARE DEVELOPMENT COSTS

Software development activities relate mainly to new products and enhancements of the existing products.

Software
development costs expensed within other operating expenses totaled NOK 6.0 million, NOK 6.5 million, NOK 0.9 million and NOK 3.8 million for 2000,
the period January 1, 2001 to November 15, 2001, the period November 16, 2001 to December 31, 2001, and 2002, respectively.

F-28

---



10.    FINANCIAL INCOME AND EXPENSES

|                          |  | Predecessor |  | Successor | 
|------------------------- |  | ----------- |  | --------- | 
|
|
|Interest income           |  | 38,771      |  | 27,933    | 
|Foreign currency gains(1) |  | 3,123       |  |          | 
|Other financial income    |  | 1,386       |  | 57        | 
|                          |  |             |  |           | 
|Total financial income    |  | 43,280      |  | 27,990    | 
|                          |  |             |  |           | 
|Interest expense(2)       |  | 6,912       |  | 2,315     | 
|Foreign currency losses   |  | 1,629       |  | 270       | 
|Other financial expenses  |  | 1,699       |  | 319       | 
|                          |  |             |  |           | 
|Total financial expenses  |  | 10,240      |  | 2,904     | 
|                          |  |             |  |           | 
|Net financial items       |  | 33,040      |  | 25,086    | 
|                          |  |             |  |           | 

---

F-29

---

11.    TAXES

Income tax expense consists of the following:

|                                                 |  | Predecessor |   | Successor |  
|------------------------------------------------ |  | ----------- | - | --------- | -
|
|
|Profit (loss) before taxes and minority interest |  |             |   |           |  
|Norway                                           |  | 398,343     |   | 458,308   |  
|Outside Norway(1)                                |  | (59,752     | ) | (125,303  | )
|                                                 |  |             |   |           |  
|Total profit (loss) before taxes                 |  | 338,591     |   | 333,005   |  
|                                                 |  |             |   |           |  
|Taxes                                            |  |             |   |           |  
|Tax expense (benefit) on Norwegian income        |  | 118,804     |   | 167,184   |  
|Tax payable outside Norway                       |  | 3,510       |   | (2,346    | )
|Changes in deferred taxes                        |  | (3,615      | ) | (35,015   | )
|                                                 |  |             |   |           |  
|Taxes                                            |  | 118,699     |   | 129,823   |  
|                                                 |  |             |   |           |  

The following is a reconciliation of the total income tax expense during the period to the income tax expense at the statutory income tax rate
applicable in Norway:

|                                                                                   |  | Predecessor |   | Successor |  
|---------------------------------------------------------------------------------- |  | ----------- | - | --------- | -
|
|
|Expected income taxes according to statutory tax rate (28%)(2)                     |  | 94,805      |   | 93,241    |  
|Tax-differences abroad                                                             |  | (836        | ) | (113      | )
|Valuation allowance recorded on losses from joint ventures and subsidiaries abroad |  | 23,188      |   | 34,537    |  
|Non-deductible expenses/Non-taxable income                                         |  | 1,291       |   | 6,964     |  
|Tax saving from restructuring(3)                                                   |  |            |   | (19,425   | )
|Non-deductible amortization of goodwill                                            |  | 6,263       |   | 8,671     |  
|Other                                                                              |  | (6,012      | ) | 5,948     |  
|                                                                                   |  |             |   |           |  
|Taxes                                                                              |  | 118,699     |   | 129,823   |  
|                                                                                   |  |             |   |           |  
|Effective tax rate in %                                                            |  | 35.1        |   | 39.0      |  
|                                                                                   |  |             |   |           |  

---

F-30

---

Deferred taxes

|                                                    |  | Successor |  
|--------------------------------------------------- |  | --------- | -
|
|
|
|
|Tangible and intangible assets                      |  |          |  
|Other long-term items                               |  | 6,069     |  
|                                                    |  |           |  
|Total long-term assets and liabilities              |  | 6,069     |  
|                                                    |  |           |  
|Current assets                                      |  |          |  
|Current liabilities                                 |  | 17,335    |  
|                                                    |  |           |  
|Total current assets and liabilities                |  | 17,335    |  
|                                                    |  |           |  
|Taxable losses carried forward                      |  | 101,149   |  
|Valuation allowances                                |  | (99,460   | )
|                                                    |  |           |  
|Deferred tax liabilities/tax assets                 |  | 25,093    |  
|                                                    |  |           |  
|Deferred tax assets (liabilities) as of December 31 |  |           |  
|                                                    |  |           |  

Deferred taxes have not been recognized on undistributed earnings from domestic entities, which can be remitted tax-free as dividends,
or undistributed earnings from investments in foreign subsidiaries that are considered essentially permanent in nature.

Valuation
allowances relate mainly to deferred tax assets on taxable carry forward losses from joint ventures and subsidiaries abroad, where future utilization are not deemed likely.

At
December 31, 2002, Findexa had tax losses carried forward of NOK 313,198 thousand, primarily abroad. Amounts carried forward expire as follows:

|Country |  | 2003   |  | 2004   |  | 2005   |  | 2006    |  | 2007   |  | 2008
and later |  | Total Tax
Losses Carried
Forward |  | Corporate
Income
Tax-Rate |  
|------- |  | ------ |  | ------ |  | ------ |  | ------- |  | ------ |  | -------------- |  | -------------------------------- |  | ------------------------- | -
|
|Spain   |  | 7,221  |  | 32,846 |  | 25,761 |  | 75,818  |  | 21,235 |  |               |  | 162,881                          |  | 35                        | %
|France  |  | 11,361 |  | 14,667 |  | 14,820 |  | 41,209  |  | 44,532 |  | 1,187          |  | 127,776                          |  | 34                        | %
|Finland |  |       |  |       |  |       |  | 109     |  | 189    |  | 21,869         |  | 22,167                           |  | 29                        | %
|Poland  |  | 374    |  |       |  |       |  |        |  |       |  |               |  | 374                              |  | 27                        | %
|        |  |        |  |        |  |        |  |         |  |        |  |                |  |                                  |  |                           |  
|Total   |  | 18,956 |  | 47,513 |  | 40,581 |  | 117,136 |  | 65,956 |  | 23,056         |  | 313,198                          |  |                           |  
|        |  |        |  |        |  |        |  |         |  |        |  |                |  |                                  |  |                           |  

|Allowance for deferred tax assets: |  | Balance at
Beginning
of Period |  | Taxable
Losses for
the Year |  | Losses
Expired and
Losses
Utilized |   | Other
Deferred
Tax Assets |  | Balance at
End of
Period
|---------------------------------- |  | ------------------------------ |  | --------------------------- |  | ---------------------------------- | - | ------------------------- |  | ------------------------
|
|Year ended December 31, 2000       |  | 60,081                         |  | 15,492                      |  | (20,554                            | ) |                          |  | 55,019                  
|Year ended December 31, 2001       |  | 55,019                         |  | 46,701                      |  | (2,375                             | ) | 115                       |  | 99,460                  
|Year ended December 31, 2002       |  | 99,460                         |  | 24,234                      |  | (17,059                            | ) | 7,042                     |  | 113,677                 

F-31

---



12.    INTANGIBLE ASSETS

|                        |  | Accumulated
Cost
Beginning of
Period |  | Additions |  | Acquisitions(2) |  | Disposals(1) |   | Accumulated
Cost
End of
Period |  | Accumulated
Amortization |   | Translation
Adjustment |   | Net Book
Value
|----------------------- |  | ------------------------------------ |  | --------- |  | --------------- |  | ------------ | - | ------------------------------ |  | ------------------------ | - | ---------------------- | - | --------------
|
|
|Goodwill                |  | 278,679                              |  |          |  | 3,683,012       |  | (430,934     | ) | 3,530,757                      |  | (27,626                  | ) | (494                   | ) | 3,502,637     
|Advertiser lists        |  |                                     |  |          |  | 1,105,000       |  |             |   | 1,105,000                      |  | (34,441                  | ) |                       |   | 1,070,559     
|Brand names             |  |                                     |  |          |  | 1,100,000       |  |             |   | 1,100,000                      |  | (9,028                   | ) |                       |   | 1,090,972     
|Other intangible assets |  |                                     |  |          |  | 160,000         |  |             |   | 160,000                        |  | (7,002                   | ) |                       |   | 152,998       
|Software                |  | 112,639                              |  | 54,088    |  | 1,403           |  | (44          | ) | 168,086                        |  | (92,171                  | ) | 334                    |   | 76,249        
|                        |  |                                      |  |           |  |                 |  |              |   |                                |  |                          |   |                        |   |               
|Sub total               |  | 391,318                              |  | 54,088    |  | 6,049,415       |  | (430,978     | ) | 6,063,843                      |  | (170,268                 | ) | (160                   | ) | 5,893,415     
|                        |  |                                      |  |           |  |                 |  |              |   |                                |  |                          |   |                        |   |               
|Debt issuance costs     |  | 92,721                              
|Deferred tax assets     |  |                                    
|                        |  |                                      |  |           |  |                 |  |              |   |                                |  |                          |   |                        |   |               
|Total intangible assets |  | 5,986,136                           
|                        |  |                                      |  |           |  |                 |  |              |   |                                |  |                          |   |                        |   |               

|                        |  | Accumulated
Cost
Beginning of
Period |  | Additions |  | Acquisitions(2) |  | Disposals(1) |   | Accumulated
Cost
End of
Period |  | Accumulated
Amortization
and
Impairment |   | Translation
Adjustment |   | Net Book
Value
|----------------------- |  | ------------------------------------ |  | --------- |  | --------------- |  | ------------ | - | ------------------------------ |  | --------------------------------------- | - | ---------------------- | - | --------------
|
|
|Goodwill                |  | 3,530,263                            |  |          |  | 88,337          |  |             |   | 3,618,600                      |  | (535,484                                | ) |                       |   | 3,083,116     
|Advertiser lists        |  | 1,105,000                            |  |          |  |                |  |             |   | 1,105,000                      |  | (290,666                                | ) |                       |   | 814,334       
|Brand names             |  | 1,100,000                            |  |          |  |                |  |             |   | 1,100,000                      |  | (68,687                                 | ) |                       |   | 1,031,313     
|Other intangible assets |  | 160,000                              |  |          |  |                |  |             |   | 160,000                        |  | (60,054                                 | ) |                       |   | 99,946        
|Software                |  | 168,420                              |  | 8,052     |  |                |  | (57,585      | ) | 118,887                        |  | (70,742                                 | ) | (1,488                 | ) | 46.657        
|                        |  |                                      |  |           |  |                 |  |              |   |                                |  |                                         |   |                        |   |               
|Sub total               |  | 6,063,683                            |  | 8,052     |  | 88,337          |  | (57,585      | ) | 6,102,487                      |  | (1,025,633                              | ) | (1,488                 | ) | 5,075,366     
|                        |  |                                      |  |           |  |                 |  |              |   |                                |  |                                         |   |                        |   |               
|Debt issuance costs     |  | 77,525                              
|Deferred tax assets     |  | 4,651                               
|                        |  |                                      |  |           |  |                 |  |              |   |                                |  |                                         |   |                        |   |               
|Total intangible assets |  | 5,157,542                           
|                        |  |                                      |  |           |  |                 |  |              |   |                                |  |                                         |   |                        |   |               

---

F-32

---

Total intangible assets have the following weighted average useful lives:

Intangible assets

Weighted
average
useful lifeGoodwill

18 yearsAdvertiser lists

12 yearsBrand names

19 yearsOther intangible assets

3 yearsSoftware

3 yearsTotal intangible assets

17 years


At December 31, 2002, goodwill primarily relates to the acquisition of Findexa AS on November 16, 2001. The amortization periods
have been determined on a per reporting unit basis based on an individual financial assessment, including an assessment of market position, market maturity, brand names, technological advantage,
regulatory environment and management competences. The reporting units comprise the individual countries as represented in the Group.

Amortization
and impairment of goodwill, software and other intangible assets was NOK 38,693 thousand in 2000, NOK 152,867 thousand in 2001 and NOK 902,974 thousand
in 2002.

The
company estimates the aggregate intangible asset amortization expense for each of the five succeeding years as follows:

Year

Estimated
Amortization(in NOK thousands)2003

491,4532004

437,8112005

355,5382006

328,4372007

307,839


F-33

---

13.    TANGIBLE ASSETS

|                               |  | Accumulated
Cost
Beginning of
Period |  | Additions |  | Acquisitions |  | Disposals |   | Accumulated
Cost End of
Period |  | Accumulated
Depreciation |   | Translation
Adjustments |   | Net Book
Value
|------------------------------ |  | ------------------------------------ |  | --------- |  | ------------ |  | --------- | - | ------------------------------ |  | ------------------------ | - | ----------------------- | - | --------------
|
|
|Land                           |  | 1,105                                |  | 503       |  |             |  |          |   | 1,608                          |  | (715                     | ) | 20                      |   | 913           
|Buildings                      |  | 2,332                                |  | 387       |  |             |  |          |   | 2,719                          |  | (1,829                   | ) | 3                       |   | 893           
|Office equipment and furniture |  | 63,219                               |  | 7,922     |  | 114          |  | (59       | ) | 71,196                         |  | (62,556                  | ) | (20                     | ) | 8,620         
|Computer equipment             |  | 140,145                              |  | 21,093    |  | 1,372        |  | (7,774    | ) | 154,836                        |  | (115,451                 | ) | 564                     |   | 39,949        
|Vehicles                       |  | 4,132                                |  | 1,332     |  | 25           |  | (903      | ) | 4,586                          |  | (2,693                   | ) | 690                     |   | 2,583         
|Construction in progress       |  | 13                                   |  | 237       |  |             |  |          |   | 250                            |  |                         |   |                        |   | 250           
|                               |  |                                      |  |           |  |              |  |           |   |                                |  |                          |   |                         |   |               
|Total tangible assets          |  | 210,946                              |  | 31,474    |  | 1,511        |  | (8,736    | ) | 235,195                        |  | (183,244                 | ) | 1,257                   |   | 53,208        
|                               |  |                                      |  |           |  |              |  |           |   |                                |  |                          |   |                         |   |               

|                               |  | Accumulated
Cost
Beginning of
Period |  | Additions |  | Acquisitions |  | Disposals |   | Accumulated
Cost End of
Period |  | Accumulated
Depreciation |   | Translation
Adjustments |   | Net Book
Value
|------------------------------ |  | ------------------------------------ |  | --------- |  | ------------ |  | --------- | - | ------------------------------ |  | ------------------------ | - | ----------------------- | - | --------------
|
|
|Land                           |  | 1,628                                |  |          |  |             |  | (1,458    | ) | 170                            |  | (75                      | ) | (95                     | ) |              
|Buildings                      |  | 2,722                                |  | 11        |  |             |  | (593      | ) | 2,140                          |  | (1,582                   | ) | 126                     |   | 684           
|Office equipment and furniture |  | 71,176                               |  | 7,309     |  |             |  | (23,117   | ) | 55,368                         |  | (43,278                  | ) | (587                    | ) | 11,503        
|Computer equipment             |  | 155,400                              |  | 11,439    |  |             |  | (10,650   | ) | 156,189                        |  | (120,748                 | ) | 1,147                   |   | 36,588        
|Vehicles                       |  | 5,276                                |  | 1,295     |  |             |  | (1,097    | ) | 5,474                          |  | (2,820                   | ) | (393                    | ) | 2,261         
|Construction in progress       |  | 250                                  |  | 35        |  |             |  | (235      | ) | 50                             |  |                         |   | (5                      | ) | 45            
|                               |  |                                      |  |           |  |              |  |           |   |                                |  |                          |   |                         |   |               
|Total tangible assets          |  | 236,452                              |  | 20,089    |  |             |  | (37,150   | ) | 219,391                        |  | (168,503                 | ) | 193                     |   | 51,081        
|                               |  |                                      |  |           |  |              |  |           |   |                                |  |                          |   |                         |   |               

Depreciation and impairment of tangible assets was NOK 25,921 thousand, NOK 17,527 thousand and NOK 20,073 thousand in 2000,
2001 and 2002, respectively. No interest has been capitalized for the fiscal years 2000, 2001 and 2002.

F-34

---

14.    FINANCIAL ASSETS

Successor2001

2002(in NOK thousands)Net pension plan asset

19,971

18,158Other long term receivables

3,215

161Shares and other investments(1)

684

151Investments in associated companies(2)

20,692

25,933Total financial assets

44,562

44,403


---

SuccessorFindexa's Share
Capital

Number of
Shares Owned

Shares Owned
in %

Book Value At
December 31,
2001

Book Value at
December 31,
2002(in NOK thousands)Midlun Directory ehf

IKR 586

75

12.8

394

Miklagard Golf AS

NOK 12,702

5

3.0

290

151Total







684

151


---

|Company                    |  | Shares
Owned in
% |  | Book Value
at January 1,
2001 |  | Investments/
Disposals
during 2001 |  | Share of
Profit
after Tax |   | Amortization
of Goodwill
/Writeoffs |   | Book Value at
December 31,
2001
|-------------------------- |  | ----------------- |  | ----------------------------- |  | ---------------------------------- |  | ------------------------- | - | ----------------------------------- | - | -------------------------------
|
|DM Huset AS                |  | 34.0              |  | 15,573                        |  |                                   |  | 5,119                     |   |                                    |   | 20,692                         
|Cobuilder AS               |  | 20.0              |  |                              |  | 7,520                              |  |                          |   | (7,520                              | ) |                               
|Golf Step ASA              |  | 20.0              |  |                              |  | 8,075                              |  | (1,460                    | ) | (6,615                              | ) |                               
|                           |  |                   |  |                               |  |                                    |  |                           |   |                                     |   |                                
|Total associated companies |  |                   |  | 15,573                        |  | 15,595                             |  | 3,659                     |   | (14,135                             | ) | 20,692                         
|                           |  |                   |  |                               |  |                                    |  |                           |   |                                     |   |                                

|Company                    |  | Shares
Owned in
% |  | Book Value
at January 1,
2002 |  | Investments/
Disposals
during 2002 |  | Share of
Profit
after Tax |  | Amortization
of Goodwill |  | Book Value at
December 31,
2002
|-------------------------- |  | ----------------- |  | ----------------------------- |  | ---------------------------------- |  | ------------------------- |  | ------------------------ |  | -------------------------------
|
|DM Huset AS                |  | 34.0              |  | 20,692                        |  |                                   |  | 5,241                     |  |                         |  | 25,933                         
|                           |  |                   |  |                               |  |                                    |  |                           |  |                          |  |                                
|Total associated companies |  |                   |  | 20,692                        |  |                                   |  | 5,241                     |  |                         |  | 25,933                         
|                           |  |                   |  |                               |  |                                    |  |                           |  |                          |  |                                

F-35

---



15.    Shares in subsidiaries

|Company                                   |  | Registered
Office |  | Shares
Owned |   | Voting Rights |   | Shares
Pledged(1)
|----------------------------------------- |  | ----------------- |  | ------------ | - | ------------- | - | -----------------
|Findexa I AS                              |  | Norway            |  | 100.00       | % | 100.00        | % |                  
|Findexa Group AS                          |  | Norway            |  | 100.00       | % | 100.00        | % |                  
|Findexa Holding AS                        |  | Norway            |  | 100.00       | % | 100.00        | % | 3,810 million    
|Findexa AS                                |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|BizKit AS                                 |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|Gule Sider AS                             |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|Telefonkatalogens Gule Sider AS           |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|Gule Sider Internett AS                   |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|Publishing AS                             |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|Kvalex AS                                 |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|Findexa East Holding AS                   |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|Bedriftskatalogen AS                      |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|Lokalveiviseren Informasjonsforlaget AS   |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|Ditt Distrikt AS                          |  | Norway            |  | 100.00       | % | 100.00        | % |                  
|Kartforlaget AS                           |  | Norway            |  | 100.00       | % | 100.00        | % |                  
|Forvaltningsforlaget ANS                  |  | Norway            |  | 100.00       | % | 100.00        | % |                  
|Findexa Belgium SCA                       |  | Belgium           |  | 99.99        | % | 99.99         | % |                  
|OY Findexa AB                             |  | Finland           |  | 60.00        | % | 60.00         | % |                  
|Findexa Interinfo Finland OY              |  | Finland           |  | 100.00       | % | 100.00        | % |                  
|Findexa Holding France SA                 |  | France            |  | 99.99        | % | 99.99         | % |                  
|Soleil Publicitè S.A.                     |  | France            |  | 99.90        | % | 99.90         | % |                  
|Annuaires Telephonique De Bretagne S.A.   |  | France            |  | 100.00       | % | 100.00        | % |                  
|Annuare Phone Edition Holding S.A.        |  | France            |  | 98.10        | % | 98.10         | % |                  
|Annuare Toulousain S.A.                   |  | France            |  | 99.08        | % | 99.08         | % |                  
|Nord Communication Annuiares S.A.         |  | France            |  | 99.90        | % | 99.90         | % |                  
|Communication Media Annuiares S.A.        |  | France            |  | 99.00        | % | 99.00         | % |                  
|Littoral Communication Annuiares S.A.     |  | France            |  | 99.00        | % | 99.00         | % |                  
|Findexa Eesti AS                          |  | Estonia           |  | 100.00       | % | 100.00        | % |                  
|Interinfo Latvija SIA                     |  | Latvia            |  | 100.00       | % | 100.00        | % |                  
|Findexa Lietuva UAB                       |  | Lithuania         |  | 100.00       | % | 100.00        | % |                  
|Telenor Media Polska SP. z.o.o            |  | Poland            |  | 100.00       | % | 100.00        | % |                  
|Nord Trans Biuro Reklam Sp.z.o.o.         |  | Poland            |  | 86.74        | % | 86.74         | % |                  
|OOO Directoria                            |  | Russia            |  | 100.00       | % | 100.00        | % |                  
|ZAO Euroadress                            |  | Russia            |  | 100.00       | % | 100.00        | % |                  
|OOO Directoria Sever                      |  | Russia            |  | 100.00       | % | 100.00        | % |                  
|Agendas Telefonicas Fxa España Holding SA |  | Spain             |  | 100.00       | % | 100.00        | % |                  
|Tureles Portonovo Lein SA                 |  | Spain             |  | 100.00       | % | 100.00        | % |                  
|Nord Trans Handelshus AB                  |  | Sweden            |  | 100.00       | % | 100.00        | % |                  
|Findexa Ukraine Ltd                       |  | Ukraine           |  | 100.00       | % | 100.00        | % |                  

---

F-36

---

16.    JOINT VENTURES

Investments in joint ventures are as follows:

|Company              |  | Shares
Owned in
% |  | Book Value
at January 1,
2001 |   | Investments/
Disposals
during 2001 |  | Purchase
Accounting
Adjustment |   | Share of
Profit after
Tax |   | Amortization
of Goodwill |   | Equity and
Translation
Adjustments |   | Book Value at
December 31,
2001 |  | Goodwill
and Brand
Name at
December 31,
2001
|-------------------- |  | ----------------- |  | ----------------------------- | - | ---------------------------------- |  | ------------------------------ | - | ------------------------- | - | ------------------------ | - | ---------------------------------- | - | ------------------------------- |  | --------------------------------------------
|
|PKT                  |  | 50.0              |  | 34,237                        |   |                                   |  | 117,186                        |   | 7,588                     |   | (6,364                   | ) | 1,344                              |   | 153,991                         |  | 139,051                                     
|Inform Net Partners  |  | 50.0              |  | (407                          | ) |                                   |  | 7,044                          |   | 1,401                     |   | (112                     | ) | (353                               | ) | 7,573                           |  | 6,932                                       
|Guias de Ciudad      |  | 50.0              |  | 2,539                         |   | 3,593                              |  | (2,232                         | ) | (2,364                    | ) |                         |   | (244                               | ) | 1,292                           |  |                                            
|                     |  |                   |  |                               |   |                                    |  |                                |   |                           |   |                          |   |                                    |   |                                 |  |                                             
|Total joint ventures |  |                   |  | 36,369                        |   | 3,593                              |  | 121,998                        |   | 6,625                     |   | (6,476                   | ) | 747                                |   | 162,856                         |  | 145,983                                     
|                     |  |                   |  |                               |   |                                    |  |                                |   |                           |   |                          |   |                                    |   |                                 |  |                                             

|Company              |  | Shares
Owned in
% |  | Book Value
at January 1,
2002 |  | Investments/
Disposals
during 2002(1) |   | Purchase
Accounting
Adjustment |   | Share of
Profit after
Tax |   | Amortization
and impairment
of Goodwill |   | Equity and
Translation
Adjustments |   | Book Value at
December 31,
2002 |  | Goodwill
and Brand
Name at
December 31,
2002
|-------------------- |  | ----------------- |  | ----------------------------- |  | ------------------------------------- | - | ------------------------------ | - | ------------------------- | - | --------------------------------------- | - | ---------------------------------- | - | ------------------------------- |  | --------------------------------------------
|
|PKT                  |  | 50.0              |  | 153,991                       |  |                                      |   | (3,696                         | ) | 3,047                     |   | (104,375                                | ) | (396                               | ) | 48,571                          |  | 30,980                                      
|Inform Net Partners  |  | 50.0              |  | 7,573                         |  |                                      |   | 15,305                         |   | 2,768                     |   | (12,903                                 | ) | (212                               | ) | 12,531                          |  | 9,334                                       
|Guias de Ciudad      |  | 50.0              |  | 1,292                         |  | (802                                  | ) |                               |   | (286                      | ) |                                        |   | (204                               | ) |                                |  |                                            
|                     |  |                   |  |                               |  |                                       |   |                                |   |                           |   |                                         |   |                                    |   |                                 |  |                                             
|Total joint ventures |  |                   |  | 162,856                       |  | (802                                  | ) | 11,609                         |   | 5,529                     |   | (117,278                                | ) | (812                               | ) | 61,102                          |  | 40,314                                      
|                     |  |                   |  |                               |  |                                       |   |                                |   |                           |   |                                         |   |                                    |   |                                 |  |                                             

---

These joint ventures are pro-rata consolidated and thus included line by line in the financial statements. The respective amounts
included for operating revenue, income from continuing operations, net income, total assets and liabilities are as follows (including goodwill amortization):

Profit and Loss and Cash Flows

|                                         |  | Predecessor |  
|---------------------------------------- |  | ----------- | -
|
|
|
|Operating revenue                        |  | 1,791       |  
|Operating profit                         |  | (1,239      | )
|Income (loss) from continuing operations |  | (1,181      | )
|Net income (loss)                        |  | (1,181      | )
|Cash from operating activities           |  | (3,478      | )
|Cash from investing activities           |  | (1,572      | )
|Cash from financing activities           |  | 4,034       |  

F-37

---

|                                         |  | Predecessor |  
|---------------------------------------- |  | ----------- | -
|
|
|
|Operating revenue                        |  | 2,971       |  
|Operating profit                         |  | (2,049      | )
|Income (loss) from continuing operations |  | (1,865      | )
|Net income (loss)                        |  | (1,865      | )
|Cash from operating activities           |  | 6,043       |  
|Cash from investing activities           |  | (2,944      | )
|Cash from financing activities           |  | 1,703       |  

|                                         |  | Successor |  
|---------------------------------------- |  | --------- | -
|
|
|
|Operating revenue                        |  | 2,433     |  
|Operating profit                         |  | (315      | )
|Income (loss) from continuing operations |  | (500      | )
|Net income (loss)                        |  | (500      | )
|Cash from operating activities           |  | 7,309     |  
|Cash from investing activities           |  |          |  
|Cash from financing activities           |  | (45       | )

|                                  |  | Successor |  
|--------------------------------- |  | --------- | -
|
|
|
|Operating revenue                 |  |          |  
|Operating profit                  |  | (3,332    | )
|(Loss) from continuing operations |  | (3,329    | )
|Net income (loss)                 |  | (3,329    | )
|Cash from operating activities    |  | 1,824     |  
|Cash from investing activities    |  | (3,331    | )
|Cash from financing activities    |  | (5,325    | )

F-38

---

Balance Sheet

|                       |  | Successor
|---------------------- |  | ---------
|
|
|
|Fixed assets           |  | 107      
|Current assets         |  | 5,917    
|                       |  |          
|Total assets           |  | 6,024    
|                       |  |          
|Short-term liabilities |  | 4,732    
|Long-term liabilities  |  |         
|                       |  |          
|Total liabilities      |  | 4,732    
|                       |  |          

|                       |  | Successor
|---------------------- |  | ---------
|
|
|
|Fixed assets           |  |         
|Current assets         |  |         
|                       |  |          
|Total assets           |  |         
|                       |  |          
|Short-term liabilities |  |         
|                       |  |          
|Long-term liabilities  |  |         
|                       |  |          
|Total liabilities      |  |         
|                       |  |          

F-39

---

17.    CURRENT RECEIVABLES

SuccessorAt December 31,2001

2002(in NOK thousands)Accounts receivableAccounts receivable

476,616

357,406Provision for bad debt(1)

(133,458
)
(112,352
)Total accounts receivables

343,158

245,054Prepaid expenses and accrued revenuePrepaid expenses

300,734

136,499Accrued revenue

2,202

7,838Total prepaid expenses and accrued revenue

302,936

144,337Other current receivablesReceivables from employees

1,895

1,386Other short-term receivables

15,635

46,613Total other current receivables

17,530

47,999Total current receivables

663,624

437,390


|                             |  | Balance at
Beginning of
Period |  | Additions/
Disposals(2) |   | Charged to
Costs and
Expenses |  | Deductions/
Writeoffs |   | Translation
Adjustments |   | Balance at
End of
Period
|---------------------------- |  | ------------------------------ |  | ----------------------- | - | ----------------------------- |  | --------------------- | - | ----------------------- | - | ------------------------
|
|(1) Provision for bad debt:  |  |                                |  |                         |   |                               |  |                       |   |                         |   |                         
|Year ended December 31, 2000 |  | 71,277                         |  | 6,198                   |   | 57,009                        |  | (33,649               | ) | (3,418                  | ) | 97,417                  
|Year ended December 31, 2001 |  | 97,417                         |  | 19,954                  |   | 61,049                        |  | (47,619               | ) | 2,657                   |   | 133,458                 
|Year ended December 31, 2002 |  | 133,458                        |  | (2,039                  | ) | 57,086                        |  | (72,998               | ) | (3,155                  | ) | 112,352                 

---

18.    PROVISIONS

SuccessorAt December 31,2001

2002(in NOK thousands)Net deferred tax liability

657,159

494,001Net pension plan liability

16,765

14,287Other provisions

11,576

13,861Total provisions

685,500

522,149


F-40

---



19.    INTEREST-BEARING LIABILITIES

|                                        |  | Successor
|--------------------------------------- |  | ---------
|
|
|
|Short-term interest-bearing liabilities |  | 75,076   
|                                        |  |          
|Loan from joint venture partner         |  | 8,058    
|Term loan A                             |  | 1,650,000
|Term loan B                             |  | 575,000  
|Senior notes                            |  | 1,156,158
|Subordinated deferred interest notes(1) |  | 219,271  
|Subordinated shareholder loans(1)       |  | 1,219,027
|Other                                   |  | 834      
|                                        |  |          
|Long-term interest bearing liabilities  |  | 4,828,348
|                                        |  |          
|Total interest bearing liabilities      |  | 4,903,424
|                                        |  |          

---

In connection with the Acquisition in 2001, the Group entered into several financing arrangements: two senior credit facilities (Term loan A and
Term loan B), a subordinated bridging loan, a revolving line of credit, subordinated deferred interest notes and subordinated shareholder loans.

Term
loan A and Term loan B are secured senior obligations from certain banks that have original aggregate principal amounts of NOK 1,725 million and NOK 575 million,
respectively, with Citibank International plc as the facility agent. Term loan A bears interest at LIBOR plus a percentage ranging from 1.25% to 2.25% per annum, depending on a margin adjustment
mechanism beginning after December 31, 2002. Term loan B bears interest at LIBOR plus 2.75%. Term loan A and Term loan B bore interest at 9.28% and 9.78%, respectively, at December 31,
2002. Repayment of Term loan A, in semi-annual instalments, began on March 31, 2002, and continues through March 31, 2008, and Term loan B is to be repaid in two instalments
with 47.8% repayable September 30, 2008, and the balance repayable on March 31, 2009. The Group incurred debt issuance costs of NOK 54.0 million in connection with these loans.
Debt issuance costs are deferred and then amortized as a component of interest expense over the term of the notes. Including debt issuance costs, these notes had an effective annualized interest rate
of 10.03% and 10.12% for the period November 16, 2001 to December 31, 2001 for Term loan A and Term loan B, respectively. For the year ended December 31, 2002, the effective
annualized interest rates for Term loan A and Term loan B were 9.77% and 10.02%, respectively. A related commitment fee of NOK 3.0 million was expensed during the period November 16,
2001 to December 31, 2001.

The
Group obtained bridge financing in the amount of NOK 1,110 million under the subordinated bridging loan from certain banks and lenders with Citibank International plc as the
facility agent. Fees of NOK 9.7 million were expensed during the period November 16, 2001 to December 31, 2001. All amounts on this loan were repaid in 2001.

F-41

---

The
Group has obtained a NOK 400 million revolving loan from Citibank International. The revolving loan facility will cease to be available for drawing on February 29,
2008, and all advances then outstanding under it will be due March 31, 2008. As of December 31, 2002, no amounts had been drawn on the revolving loan facility. The Group incurs interest
at a fixed rate of 0.75%, calculated on the basis of the total loan facility and has expensed NOK 0.4 million and NOK 3.0 million in the period November 16, 2001 to
December 31, 2001 and the year ended December 31, 2002, respectively.

The
Group issued subordinated deferred interest notes to certain affiliates of GSC European Mezzanine Fund, L.P. with a principal amount of Euro 27.5 million (for which we
received proceeds of NOK 215 million on November 16, 2001) which bears interest at a fixed interest rate of 14.5%. This interest is deferred until the "Adjusted EBITDA"/consolidated
interest expense ratio is at least 2.0 to 1.0 (as defined in the indenture). Thereafter, interest is payable semi-annually in cash on June 1 and December 1. These notes
mature on June 1, 2012. The Group incurred debt issuance costs of NOK 7.0 million in 2001. Debt issuance costs are deferred and then amortized as a component of interest expense over the
term of the notes. Including debt issuance costs, these notes had an effective annualized interest rate of 14.7% and 14.9% for the period November 16, 2001 to December 31, 2001 and 2002,
respectively.

The
Group issued subordinated shareholder loans of NOK 1,219 million which accrue interest at a fixed interest rate of 15% per annum compounded semi-annually. This
loan matures and cannot be repaid prior to the later of June 1, 2013 or the 180th day following repayment of the senior credit facilities. These loans do not amortize or bear cash
interest before June 1, 2013.

In
December 2001, the Group issued senior notes having an aggregate principal amount of Euro 145 million for which we received proceeds of NOK 1,161 million on
December 10, 2001 to replace the NOK 1,110 million bridge financing. The notes are unsecured obligations of the Group that mature on December 1, 2011, and bear interest at a fixed
interest rate of 10.25% payable semi-annually in arrears. The Group incurred debt issuance costs of NOK 33.1 million in 2001. Including debt issuance costs, these notes had an
effective annualized interest rate of 10.5% and 10.0% for the month ended December 31, 2001 and the year 2002, respectively.

The
Group's senior credit facilities impose operation and financing restrictions on the Company, which may significantly limit or prohibit, among other things, the Company's ability to
incur additional indebtedness, off-balance sheet financing, the issuance of sale of capital stock of restricted subsidiaries, the issuance of guarantees, asset sales, transactions with
affiliates, restricted payments or the payment of dividends without the consent of our lenders.

In
addition, our lenders may accelerate the maturity of indebtedness upon the occurrence of certain events of default, including our failure to comply with any of the covenants contained
in our financing agreements. The senior credit facility includes covenants on EBITDA ratios, a Cash Flow ratio, a Total Senior Debt ratio, a Leverage ratio, minimum EBITDA, as well as capital
expenditure and financial lease expenditure limits for each financial year.

As
of December 31, 2001 and 2002, the Company was in compliance with the restrictions and debt covenants of its various debt agreements.

At
December 31, 2001 and 2002, the Group's joint venture company, PKT, had a long-term payable of U.S. $1.8 million and U.S. $0.7 million, respectively,
to Verizon (the other shareholder in the joint venture). Findexa has consolidated its percentage of ownership of the loan on a pro-rata basis.

F-42

---

At
December 31, 2002, the Group's Spanish subsidiary, had a short-term payable of NOK 18.3 million to Findexa III AS.

Maturities
of the Group's interest-bearing liabilities are as follows:

|Year                               |  | Installment
|---------------------------------- |  | -----------
|
|2003                               |  | 168,293    
|2004                               |  | 235,293    
|2005                               |  | 300,000    
|2006                               |  | 325,000    
|2007                               |  | 400,000    
|2008 and later                     |  | 3,517,792  
|                                   |  |            
|Total interest-bearing liabilities |  | 4,946,378  
|                                   |  |            

20.    SHORT-TERM NON-INTEREST-BEARING LIABILITIES

|                                                                  |  | Successor
|----------------------------------------------------------------- |  | ---------
|
|
|
|Accounts payable                                                  |  | 104,152  
|Accrued VAT, social security, withheld taxes from employees, etc. |  | 155,226  
|Taxes payable                                                     |  | 96,243   
|Accrued interest expense                                          |  | 52,371   
|Other accrued expenses                                            |  | 124,680  
|Deferred revenue                                                  |  | 105,774  
|Allowance for customer complaints(1)                              |  | 24,842   
|Other short-term liabilities                                      |  | 55,494   
|                                                                  |  |          
|Total short-term non-interest bearing liabilities                 |  | 718,782  
|                                                                  |  |          

---

|(1)                                |  | Balance at
Beginning
of Period |  | Additions/
Disposals |  | Charged to
Costs and
Expenses |  | Deductions/
Writeoffs |   | Foreign
Currency
Adjustment |  | Balance at End
of Period
|---------------------------------- |  | ------------------------------ |  | -------------------- |  | ----------------------------- |  | --------------------- | - | --------------------------- |  | ------------------------
|
|Allowance for customer complaints: |  |                                |  |                      |  |                               |  |                       |   |                             |  |                         
|Year ended December 31, 2000       |  | 9,081                          |  |                     |  | 81,400                        |  | (72,155               | ) |                            |  | 18,326                  
|Year ended December 31, 2001       |  | 18,326                         |  |                     |  | 70,266                        |  | (63,750               | ) |                            |  | 24,842                  
|Year ended December 31, 2002       |  | 24,842                         |  |                     |  | 63,305                        |  | (64,225               | ) |                            |  | 23,922                  

Due to the large volume and diversity of the Group's supplier base, concentrations of credit risk with respect to trade accounts payable are
limited.

F-43

---

Activities
in the restructuring, litigation and other provisions have been as follows:

|                             |  | Balance at
Beginning
of Period |  | Additional
Provisions |  | Utilized
During the
Year |   | Unused
Amounts
Reversed |   | Translation
Adjustment |   | Balance at
End of Period
|---------------------------- |  | ------------------------------ |  | --------------------- |  | ------------------------ | - | ----------------------- | - | ---------------------- | - | ------------------------
|
|Restructuring provisions:    |  |                                |  |                       |  |                          |   |                         |   |                        |   |                         
|Year ended December 31, 2000 |  |                               |  |                      |  |                         |   |                        |   |                       |   |                        
|Year ended December 31, 2001 |  |                               |  | 16,786                |  |                         |   |                        |   | (56                    | ) | 16,730                  
|Year ended December 31, 2002 |  | 16,730                         |  | 15,759                |  | (16,509                  | ) |                        |   | (316                   | ) | 15,664                  
|Litigation provisions:       |  |                                |  |                       |  |                          |   |                         |   |                        |   |                         
|Year ended December 31, 2000 |  |                               |  |                      |  |                         |   |                        |   |                       |   |                        
|Year ended December 31, 2001 |  |                               |  | 10,766                |  |                         |   |                        |   | (80                    | ) | 10,686                  
|Year ended December 31, 2002 |  | 10,686                         |  | 2,651                 |  | (493                     | ) | (8,771                  | ) | (694                   | ) | 3,379                   
|Other provisions:            |  |                                |  |                       |  |                          |   |                         |   |                        |   |                         
|Year ended December 31, 2000 |  | 500                            |  | 250                   |  |                         |   |                        |   |                       |   | 750                     
|Year ended December 31, 2001 |  | 750                            |  | 223                   |  | (350                     | ) | (400                    | ) |                       |   | 223                     
|Year ended December 31, 2002 |  | 223                            |  | 8,250                 |  |                         |   |                        |   |                       |   | 8,473                   

Restructuring provisions for 2002 includes staff reductions of 36 employees, comprised of 13 sales and marketing employees and 23 administration
employees.

21.    GUARANTEES

|                                               |  | Successor
|---------------------------------------------- |  | ---------
|
|
|
|Guarantees                                     |  |          
|Guarantees of taxes withheld from employees(1) |  | 23,000   
|Guarantee on behalf of joint venture(2)        |  | 13,517   
|                                               |  |          
|Total guarantees                               |  | 36,517   
|                                               |  |          

---

F-44

---



22.    CONTINGENCIES, COMMITMENTS AND CONTRACTUAL OBLIGATIONS

The Group has entered into agreements with fixed future payments or terms in the following areas as of December 31, 2002:

|                                                   |  | 2003    |  | 2004    |  | 2005    |  | 2006   |  | 2007   |  | There-
after
|-------------------------------------------------- |  | ------- |  | ------- |  | ------- |  | ------ |  | ------ |  | ------------
|
|Rent of premises                                   |  | 41,858  |  | 29,385  |  | 28,619  |  | 28,834 |  | 23,268 |  | 22,033      
|Lease of cars, office equipment                    |  | 402     |  | 204     |  |        |  |       |  |       |  |            
|IT-related agreements                              |  | 20,052  |  | 9,910   |  | 313     |  | 80     |  | 7      |  |            
|Printing and distribution, contractual commitments |  | 169,539 |  | 125,664 |  | 127,132 |  | 15,763 |  | 16,312 |  |            
|                                                   |  |         |  |         |  |         |  |        |  |        |  |             
|Total contractual obligations                      |  | 231,851 |  | 165,163 |  | 156,064 |  | 44,677 |  | 39,587 |  | 22,033      
|                                                   |  |         |  |         |  |         |  |        |  |        |  |             

In December 2001, the Group entered into a seven-year lease agreement for a new headquarters building. The lease term began in
December 2002 and related commitments are included in the table above. Rental payments for 2003 will be NOK 21,459 thousand to be indexed to 85% of the change in the annual consumer
price index.

Until
April 2002, Findexa had a level of insurance coverage similar to that which it had as a member of Telenor Group. In April 2002, Findexa established its own insurance
coverage with Gjensidige NOR forsikring.

Several
labor cases have been filed by former employees in France, with the total claim against the French subsidiary, Annuaire Phone Edition, amounting to Euro 2,200 thousand
(NOK 16,022 thousand at December 31, 2002). The probable resolution of the claims have been provided for in the amount of NOK 5.4 million in the financial statements as at
December 31, 2002.

The
Group has certain other contingent liabilities resulting from litigation, claims, performance guarantees, and other commitments incident to the ordinary course of business.
Management believes that the probable resolution of such contingencies will not materially affect the financial position, results of operations or cash flows of Findexa.

23.  FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Group holds or issues financial instruments mainly to finance its operations and at December 31, 2001 had not purchased or issued any derivative
contracts for either trading or hedging purposes. In 2002, the Group acquired certain financial instruments, which are described below. In addition, various financial instruments, for example trade
debtors and trade creditors, arise directly from the Group's operations.

Subsequent
to the acquisition of the Group by TPG, the Group has been responsible for financing its operations primarily through cash flows from operations.

During
the year ended December 31, 2001, net debt increased from NOK 7 million to NOK 4,903 million, primarily as a result of the Acquisition.

Paper
is the most important raw material used by the Group. The Group has developed long-term relationships with two major European manufacturers through contracts with a
duration of four years each.

F-45

---

The
following table shows the carrying amount and fair values of the Group's financial instruments, except for derivative instruments and hedging activities which are discussed below at
December 31, 2001 and 2002. Short-term debtors and creditors have been excluded from the disclosures. The fair values of the financial instruments are the amount at which the
instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

SuccessorCarrying amount

Fair valueat December 31,2001

2002

2001

2002(in NOK millions)Non-derivatives:Assets:Cash at bank and in hand

336

449

336

449Liabilities:Long term borrowings(1)

4,903

4,946

4,960

4,990


---

Derivative instruments and hedging activities

Strategy and Objectives

During the normal course of business, the Group is exposed to foreign currency risk and interest rate risk. These risks create volatility in earnings and cash
flows from period to period. The Group makes use of derivative instruments in various strategies to eliminate or limit these risks. The objective of the Group is to reduce the volatility of earnings
and cash flows associated with market risks. Derivative instruments held by the Group are used for hedging and non-speculative purposes.

Interest Rate Derivatives

The Group has debt outstanding which has a stated interest rate at NOK-NIBOR plus a margin, which exposes the Group to interest rate risk. These risks
create volatility in earnings and cash flows from period to period.

The
Group utilizes an interest rate swap and an interest rate cap to protect the interest rate to be used for determining the interest payments on the floating rate loans. Realized gains
and losses on the derivative instruments are recorded as an adjustment to interest expense. Unrealized gains and losses are recognized to the extent that the contracts have been concluded for hedging
purposes relative to the hedged interests. In 2002, NOK 372 thousand was recorded as realized adjustments to interest expense under the hedge arrangement, reducing total interest expense. To
the extent that the outstanding contracts have not been concluded for hedging purposes, any net unrealized losses are recorded as financial expense. As of December 31, 2002, no such losses have
been recognized as all contracts have been concluded for hedging purposes. As of December 31, 2002, the total fair value of the interest rate swap and cap was NOK (6.65) million.

F-46

---

Foreign Currency Derivatives

The Company has debt outstanding denominated in Euro, which exposes the Company to foreign exchange rate risk. The Group utilizes a foreign currency forward
agreement to protect the exchange rate to be used for interest payments due on the Euro-denominated senior notes. Realized gains and losses on the derivative contracts are recorded as an
adjustment to interest expense. Unrealized gains and losses are recognized to the extent that the contracts have qualified for hedging. In 2002, NOK 5,214 thousand was recorded as realized
adjustments to interest expense under the hedge arrangement, increasing the total interest expense. As of December 31, 2002, NOK 746 thousand have been recorded as unrealized currency
losses under the hedge arrangement. To the extent that the outstanding contracts have qualified for hedging, any net unrealized losses are recorded as financial expense. As of December 31,
2002, no such losses have been recognized as all contracts qualify as hedging instruments. As of December 31, 2002, the fair value of the foreign currency forward agreement was NOK (1.22)
million.

Valuation of Derivative Instruments

The fair value of derivative instruments is sensitive to movements in the underlying market rates and variables. The Group monitors the fair value of derivative
instruments on a periodic basis. Cross currency swaps are valued using either standard valuation models, counterparty valuations, or third-party valuations. Standard valuation models used by the Group
consider relevant discount rates, the market yield curve on the valuation date, forward currency exchange rates and counterparty risk. All significant rates and variables are obtained from market
sources. All valuations are based on the remaining term to maturity of the instrument. The Group assumes parties to long-term contracts are economically rational and will immediately
exercise early termination rights if economically beneficial when such rights exist in the contract.

Counterparty Risk from the Use of Derivative Financial Instruments

The Group is exposed to credit (or repayment) risk and market risk through the use of derivative instruments. If the counterparty fails to fulfil its performance
obligations under a derivative contract, the Group's credit risk will equal the fair value gain in a derivative. Currently, when the fair value of a derivative contract is positive, this indicates
that the counterparty owes the Group, thus creating a repayment risk for the Group. When the fair value of a derivative contract is negative, the Group owes the counterparty and, therefore, assumes no
repayment risk.

In
order to minimize the credit risk in derivative instruments, the Group enters into transactions with high quality counterparties, which include financial institutions, commodities
exchanges, energy marketers, and broker-dealers that satisfy the Group's established credit approval criteria. The Group's credit committee reviews the credit ratings of all derivative counterparties
regularly. Derivative transactions are generally executed on the basis of standard agreements that allow all outstanding transactions with contracting partners to be offset. Furthermore, should
circumstances dictate, the Group requests that collateral be provided.

F-47

---

24.  RELATED PARTIES

Transactions and balances with Telenor entities for the predecessor period are summarized as follows:

PredecessorYear ended December 31,

Period January 1 to November 15,2000

2001(in NOK Thousands)RevenueOperating revenue

117,588

94,781Gain on sale of fixed assets and operations



5,359Total

117,888

100,140Operating costsCost of materials and printing

5,313

4,092Salaries and personnel costs

3,381

2,729Other operating costs

140,532

118,797Total

149,226

125,618Net financial items

30,657

22,168


Prior to the Acquisition, Findexa had several agreements with Telenor to provide a variety of services as described below. Subsequent to the
Acquisition, these agreements were replaced with new agreements with Telenor or third party providers.

The
business segment DirectoriesNorway distributes white and pink pages directories to Telenor's subscribers on behalf of Telenor entities. Revenue from these services from
Telenor was NOK 77,909 thousand, NOK 62,885 thousand for 2000 and the period January 1, 2001 to November 15, 2001, respectively.

Findexa
operations has an agreement regarding sale of additional listings in the white and pink pages directories which are invoiced to subscribers by Telenor through invoicing of the
fixed line telephone services of other Telenor entities. These revenues invoiced through Telenor are not included in the revenues above and amount to NOK 227,627 thousand and NOK
228,463 thousand for 2000 and the period January 1, 2001 to November 15, 2001, respectively.

Findexa
operations has an agreement regarding basic and additional listings in the Yellow Pages directories which are invoiced to subscribers through invoicing of the fixed line
telephone services of other Telenor entities. These revenues invoiced through Telenor are not included in the revenues above and amount to NOK 244,840 thousand and NOK 271,840 thousand
for 2000 and for the period January 1, 2001 to November 15, 2001, respectively. For invoicing and collection services for additional listings in the white and pink pages and basic and
additional listings in the yellow pages directories Findexa paid to Telenor NOK 21,370 thousand and NOK 19,930 thousand in 2000 and the period January 1, 2001 to
November 15, 2001, respectively.

In
2000 and for the period January 1, 2001 to November 15, 2001, DirectoriesNorway sold updated subscriber data to the demerged Teleservice operation amounting
to NOK 20,000 thousand and NOK 2,625 thousand, respectively.

F-48

---

DirectoriesNorway
purchased subscription updates from Telenor ASA entities amounting to NOK 7,264 thousand and NOK 6,574 thousand for 2000 and the period
January 1, 2001 to November 15, 2001, respectively.

Findexa
rented premises from Telenor ASA for all its operations located in Norway. The rent amounted to NOK 32,825 thousand and NOK 28,716 thousand in 2000 and the period
January 1, 2001 to November 15, 2001, respectively.

Through
November 16, 2001, Findexa managed its cash balances and banking relationships as part of the established Telenor Group bank accounts agreement with two external banks. In
addition, Findexa had an agreement with Telenor Treasury enabling the Group to place short-term deposits through Telenor Treasury at market terms. The net financial income from these
agreements was NOK 41,994 thousand and NOK 22,168 thousand, for 2000 and the period January 1, 2001 to November 15, 2001, respectively. Subsequent to the Acquisition,
Findexa has established its own bank accounts.

On
November 16, 2001, the Group received a subordinated shareholder loan of NOK 1,219 million from Findexa III AS. For further information, see Notes 10 and 19.

During
2002, the Group received loans totaling NOK 18,294 thousand (outstanding at December 31, 2002) from Findexa III, our parent. The loans have been used to finance the
discontinuation of the Spanish operations. The loans bear interest of NOK-NIBOR plus 0.25%. The loans each have one-year terms and have been classified as
short-term interest-bearing liabilities. At December 31, 2002, accrued interest was NOK 918 thousand.

During
2002, the Group received loans totaling NOK 2,185 thousand from our minority interest owner in Finland. The loan had a six-month term and was repaid during
2002.

Findexa
IV AS, as an indirect parent of Findexa II AS, introduced two stock and options plans, see note 6. All transaction costs related to these programs have been charged to
Findexa IV AS, resulting in a receivable of NOK 3,072 thousand at December 31, 2002.

25.  ADDITIONAL INFORMATION ABOUT CASH AND CASH FLOWS

Except for the foreign subsidiaries the Group participated in a group bank accounts agreement established by Telenor Communication AS through November 15,
2001. According to these agreements, Telenor ASA was the Group account holder, whereas the other companies in the Group are sub-account holders or participants. The banks could offset
balances in their favor, so that the net position represented the net balance between the bank and the Group account holder. The account balance
represented a receivable from Telenor Communication AS. This balance is presented under cash and cash equivalents in the balance sheet and amounted to NOK 97,073 thousand as of
December 31, 2000.

Cash
paid for interest was NOK 6,912 thousand NOK 2,315 thousand, NOK 29,889 thousand and NOK 287,703 thousand for 2000, the period January 1, 2001 to
November 15, 2001, the period November 16, 2001 to December 31, 2001, and for 2002, respectively.

Findexa
AS had an agreement with Telenor Treasury for investing and holding of Findexa's cash and cash equivalents. Findexa AS could call the cash on a daily notice. Subsequent to the
Acquisition this relationship was terminated.

F-49

---

Specification
of net cash paid for acquired subsidiaries and investments in subsidiaries and joint ventures and specification of net cash received from disposals of subsidiaries and
investments in subsidiaries and joint ventures.

Acquisitions

PredecessorPurchase Price

Cash Acquired

Net Cash Paid(in NOK thousands)2000Annuaires du Languedoc and Edition de l'Aqueduc

3,466

124

3,342Findexa OY

21,211

1,835

19,376ZAO Euroadress

9,586

813

8,773Annuaires Téléphoniques de Bretagne SA

28,031

2,718

25,313Total

62,294

5,490

56,804


PredecessorPurchase Price

Cash Acquired

Net Cash Paid(in NOK thousands)Period January 1, 2001 to November 15, 2001Annuaire Phone Edition SA

102,857

433

102,424Yellow Pages Ukraine Ltd

5,246

295

4,951Annuaires Téléphoniques de Bretagne SA

8,634



8,634Annuaires du Languedoc SA

2,302



2,302Findexa Directoria AS

1,100



1,100Total

120,139

728

119,411


SuccessorPurchase Price

Cash Acquired

Net Cash Paid(in NOK thousands)Period November 16, 2001 to December 31, 2001Nytt Hjem AS

2,300



2,300Findexa Holding AS(1)

5,310,728

286,642

5,024,086Total

5,313,028

286,642

5,026,386


F-50

---

SuccessorPurchase Price

Cash Acquired

Net Cash Paid(in NOK thousands)2002ZAO Euroadress

7,731



7,731Nord Trans Biuro Reklam Sp. z o.o

999



999Guias de Ciudad

5,364

1,554

3,810Findexa Holding AS(2)

86,584



86,584Total

100,678

1,554

99,124


---

F-51

---



26.    ADDITIONAL INFORMATION ABOUT DISCONTINUED OPERATIONS

|                |  | Successor | 
|--------------- |  | --------- | 
|
|
|Guias de Ciudad |  | 2,777     | 
|                |  |           | 
|Total           |  | 2,777     | 
|                |  |           | 

As of January 1, 2000, the following balance sheet items related to the discontinued Teleservice operation were transferred to Telenor at
book value:

|Assets                                      |  |        
|------------------------------------------- |  | -------
|Intangible assets                           |  | 9,077  
|Tangible assets                             |  | 46,281 
|Financial assets                            |  | 405    
|                                            |  |        
|Total fixed assets                          |  | 55,763 
|                                            |  |        
|Current receivables                         |  | 118,675
|Cash and cash equivalents                   |  | 92,140 
|                                            |  |        
|Total current assets                        |  | 210,815
|                                            |  |        
|Total assets                                |  | 266,578
|                                            |  |        
|Equity and liabilities                      |  |        
|Equity                                      |  |        
|Share capital                               |  | 3,359  
|Retained earnings                           |  | 44,125 
|                                            |  |        
|Total Equity                                |  | 47,484 
|                                            |  |        
|Liability                                   |  |        
|Short-term non-interest-bearing liabilities |  | 219,094
|                                            |  |        
|Total short-term liabilities                |  | 219,094
|                                            |  |        
|Total equity and liabilities                |  | 266,578
|                                            |  |        

F-52

---

27.    MINORITY INTERESTS

The percentage of shares owned by minorities in the subsidiaries of the Group for the years ended December 31, are as follows:

|                                       |  | Shares owned |  
|-------------------------------------- |  | ------------ | -
|
|
|OY Findexa AB                          |  | 40           | %
|Annuaries Téléphoniques de Bretagne SA |  | 25           | %
|Annuaries du Languedoc SA              |  | 45           | %
|ZAO EuroAdress                         |  |             |  
|Nord Trans Biuro Reklam Sp.zo.o.       |  |             |  

28.    INTERNATIONAL RESTRUCTURING

During 2002, the board of directors approved a resolution to transfer the International operations to a separate entity controlled by Findexa LLC, our indirect
parent, which is not a subsidiary of Findexa II AS. The transfer will be completed over several phases. As of December 31, 2002, the International operations were wholly owned by Findexa II AS.
In March 2003, the International operations were been legally transferred to Findexa (Cayman) Ltd, a subsidiary of Findexa LLC, which is not a subsidiary of Findexa II AS. The transfer
was made in exchange for redeemable preference shares in Findexa (Cayman) Ltd. Findexa LLC holds all of the ordinary common shares of Findexa (Cayman) Ltd.

29.    UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The Group's consolidated financial statements have been prepared under Norwegian GAAP, which differs in certain respects from U.S. GAAP. The principal differences
between the Group's accounting principles under Norwegian GAAP and U.S. GAAP for the period January 1, 2001 to November 15, 2001 and the period November 16, 2001 to
December 31, 2001 and for the year ended December 31, 2002 are set out below:



F-53

---





|                                      |  | Predecessor |  | Successor | 
|------------------------------------- |  | ----------- |  | --------- | 
|
|Unaudited pro forma net income (loss) |  | 151,689     |  | 62,173    | 

F-54

---















F-55

---















F-56

---







F-57

---



II.    Reconciliation of net income from Norwegian GAAP to U.S. GAAP:

|                                                                                   |  |    |  | Predecessor |   | Successor |  
|---------------------------------------------------------------------------------- |  | -- |  | ----------- | - | --------- | -
|
|
|
|Net income in accordance with Norwegian GAAP                                       |  |    |  | 219,892     |   | 202,188   |  
|                                                                                   |  |    |  |             |   |           |  
|Adjustment to U.S. GAAP:                                                           |  |    |  |             |   |           |  
|Revenues                                                                           |  |    |  |             |   |           |  
|Revenuedelivery method                                                            |  | 1a |  | 10,388      |   | (115,331  | )
|Revenuedeferral method                                                            |  | 1c |  |            |   |          |  
|Proportionate consolidation revenues                                               |  | 3  |  | 126,348     |   | (77,219   | )
|Operating expenses                                                                 |  |    |  |             |   |           |  
|Operating expensesdelivery method                                                 |  | 2a |  | 43,141      |   | 942       |  
|Operating expensesdeferral method                                                 |  | 2c |  |            |   |          |  
|Goodwill amortization                                                              |  | 4  |  |            |   |          |  
|Goodwill impairment                                                                |  | 5  |  |            |   |          |  
|Discontinued operations                                                            |  | 11 |  | 49,243      |   |          |  
|Restructuring                                                                      |  | 6  |  |            |   |          |  
|Proportionate consolidation operating expenses                                     |  | 3  |  | 114,489     |   | 86,950    |  
|                                                                                   |  |    |  |             |   |           |  
|Effect on operating profit                                                         |  |    |  | (44,612     | ) | (104,658  | )
|Proportionate consolidation                                                        |  | 3  |  | 11,859      |   | (9,731    | )
|Hedging arrangement                                                                |  | 7  |  |            |   |          |  
|Tax benefits for Spanish operations                                                |  | 12 |  |            |   |          |  
|Tax effect of U.S. GAAP adjustments                                                |  | 8  |  | 9,171       |   | 32,029    |  
|                                                                                   |  |    |  |             |   |           |  
|Net income before cumulative effect of a change in accounting principle            |  |    |  | 245,553     |   | 119,828   |  
|Revenuecumulative effect of change in accounting principle, net of tax            |  | 1b |  |            |   |          |  
|Operating expensescumulative effect of change in accounting principle, net of tax |  | 2b |  |            |   |          |  
|                                                                                   |  |    |  |             |   |           |  
|Net income in accordance with U.S. GAAP                                            |  |    |  | 245,553     |   | 119,828   |  
|                                                                                   |  |    |  |             |   |           |  

F-58

---



29.  UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

III.    Reconciliation of shareholder's equity from Norwegian GAAP to U.S. GAAP:

SuccessorDecember 31,

December 31,Notes

2001

2002(in NOK thousands)Shareholder's equity in accordance with Norwegian GAAP



850,664

31,621Adjustments for U.S. GAAP:Revenuedelivery method

1a

(146,526
)
(146,526
)Revenuecumulative effect of change in accounting principle

1b



(783,037
)Revenuedeferral method

1c



34,023Operating expensesrevenue recognition

2a

101,242

101,242Operating expensescumulative effect of change in accounting principle

2b



24,600Operating expensesdeferral method

2c



(28,258
)Goodwill pushdown accounting

9

229,474

229,474Goodwill amortization

4

27,626

240,288Goodwill impairment

5



(33,825
)Restructuring

6



15,759Hedging arrangement

7



(7,123
)Tax benefit from Spanish operations

12



(39,076
)Tax effect of U.S. GAAP adjustments

8

12,680

221,009Minority interest

10

(2,280
)
Shareholder's equity in accordance with U.S. GAAP



1,072,880

(139,829
)


IV.    The following table reflects the components of comprehensive income under U.S. GAAP:

Predecessor

SuccessorYear ended December 31,

Period January 1, 2001 to November 15,

Period November 16, 2001, to December 31,

Year ended December 31,2000

2001

2001

2002(in NOK thousands)Other comprehensive incomeNet income

245,553

119,828

(206,445
)
(1,244,958
)Translation adjustment

5,366

(4,617
)
1,493

32,249Comprehensive income

250,919

115,211

(204,952
)
(1,212,709
)


F-59

---

V.    Goodwill amortization

Under NGAAP, goodwill is amortized over its estimated useful life. Under U.S. GAAP, prior to July 1, 2001, goodwill was amortized over its estimated useful
life consistent with NGAAP. The Group adopted the transition provisions of SFAS No. 141, Business Combinations ("SFAS 141"), with effect from July 1, 2001. The Group also adopted
the provisions of SFAS No 142, Goodwill and Other Intangible Assets ("SFAS 142"), on January 1, 2002. As a result, goodwill is no longer subject to amortization subsequent to the date of
adoption. As the non-amortization of goodwill provisions of SFAS 142 were effective immediately for all acquisitions after June 30, 2001, goodwill arising from the
Acquisition of Findexa AS by TPG was also not amortized during 2001.

The
following table shows the results of operations as if SFAS 142 were applied to prior periods:

Predecessor

SuccessorYear ended December 31,

Period January 1, 2001 to November 15,

Period November 16, 2001 to December 31,

Year ended December 31,2000

2001

2001

2002(in NOK thousands)Net income as reported under U.S. GAAP

245,553

119,828

(206,445
)
(1,244,958
)Add back: Goodwill amortization

24,800

33,727



Adjusted net income

270,353

153,555

(206,445
)
(1,244,958
)


VI.    Goodwill impairment

Under Norwegian GAAP, goodwill is tested for impairment if there are events or circumstances suggesting there could be impairment. Impairments are evaluated at
the reporting unit level, the lowest identified cash-generating unit, which has been determined to be the individual country operations. If an indication of impairment has been identified,
the Group assesses the carrying value of the individual reporting units to determine the recoverable amount. The recoverable amount equals the highest of the estimated future discounted cash flows or
the net estimated realizable sales price. If the recoverable amount of a reporting unit is lower than the carrying value, an impairment loss is recorded.

Under
U.S. GAAP in connection with the adoption of FAS 142, the Company has evaluated its existing goodwill relating to prior business combinations and has determined that an
adjustment or reclassification to intangible assets as of January 1, 2002 was not required in order to conform to the new criteria in FAS 141. The Company has also reassessed the useful
lives and carrying values of other intangible assets, and will continue to amortize these assets over their remaining useful lives.

As
of January 1, 2002, the Company performed the transitional impairment test under FAS 142 and compared the carrying value for each reporting unit to its fair value. The
fair value of the respective reporting units was estimated using a discounted cash flow model using market assumptions specific to each reporting unit. Upon completion of the transitional impairment
test, the Company determined that there was no impairment as of January 1, 2002, as the carrying value of each reporting unit did not exceed its fair value.

F-60

---

The
Company also completed the annual impairment test required by FAS 142 during the fourth quarter of 2002, which was also performed by comparing the carrying value, including
goodwill, of each reporting unit to its fair value based on discounted cash flows. For certain of the international subsidiaries the carrying value of the reporting unit exceeded the fair value. As a
result, the Group was required to determine the amount of the impairment charge. This was determined by comparing the implied fair value of reporting unit goodwill with the carrying amount of that
goodwill. The implied fair value of goodwill is determined by allocating the fair value of a reporting unit to all of the assets and liabilities of that unit (including any unrecognized intangible
assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the price paid to acquire the reporting unit. The excess of the fair value of
a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that
goodwill, an impairment loss shall be recognized in an amount equal to that excess.

Accordingly,
the Group recorded an impairment of goodwill of NOK 329,021 thousand related to international operations under U.S. GAAP, compared to NOK 295,196 thousand
under Norwegian
GAAP. NOK 72.9 million of the difference is a result of the non-amortization of goodwill. This amount is offset by the lower goodwill balance under U.S. GAAP resulting from the reversal of
the NOK 39.1 million tax asset recognized with a corresponding reduction of goodwill related to International Operations as described in adjustment (12).

The
impairment was a result of a decrease in the forecasted profitability of country reporting units within the International reporting segment. These decreases in forecasted
profitability are due primarily to changes in business prospects as well as changing market conditions. The changes in the carrying amount of goodwill for the year ended December 31, 2002, are
as follows:

Norway

International

Total(in NOK millions)Balance as of January 1, 2002

3,084

676

3,760Purchase accounting adjustment

88

(48
)
40Goodwill acquired during the year



9

9Impairment losses



(329
)
(329
)Balance as of December 31, 2002

3,172

308

3,480


VII.    Stock Option Plan

Under Norwegian GAAP, for the Findexa IV AS stock option plan (as described in footnote 6), no compensation cost will be recognized until it becomes
probable that the options become exercisable, which is upon change in control or initial public offering.

Under
U.S. GAAP, the Group applies the intrinsic value method of APB 25 "Accounting for Stock Issued to Employees" ("APB 25"), as permitted by SFAS 123 "Accounting
for Stock Based Compensation" and other related interpretations ("SFAS 123"). Under APB 25, when the exercise price of the stock options is less than the market price of the underlying shares
on date of grant, compensation expense is recognized over the related vesting period, if any. Options under the plan only become exercisable upon a change in control or initial public offering. As
such, the number of shares

F-61

---

the employee is entitled to receive is not fixed as it could be all or none of the options granted. Accordingly, the plan is accounted for as a variable plan and compensation cost must be estimated
for each period from the date of grant until the number of shares becomes known. However, as of the date of grant, and as of December 31, 2002, there is no certainty as to the timing of a
change in control or initial public offering or if it will occur. Accordingly, no compensation expense has been recognized for the year ended December 31, 2002. Upon the occurrence of such
future events, compensation expense will be estimated and recognized.

VIII.    New US Accounting Standards:

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations ("SFAS 143"). SFAS 143 establishes accounting
requirements for retirement obligations associated with tangible long-lived assets, including (1) the timing of the liability recognition, (2) initial measurement of the
liability, (3) allocation of asset retirement cost to expense, (4) subsequent measurement of the liability and (5) financial statement disclosures. SFAS 143 requires that
the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived asset and depreciated over the life of the associated fixed asset. An entity shall measure changes in the liability
for an asset retirement obligation due to passage of time by applying an interest method of allocation to the amount of the liability at the beginning of the period. The interest rate used to measure
that change shall be the credit-adjusted risk-free rate that existed when the liability was initially measured. That amount shall be recognized as an increase in the carrying amount of the
liability and as an expense classified as an operating item in the statement of income. SFAS 143 is effective for fiscal years beginning after June 15, 2002, with early application
encouraged.

In
April 2002, the FASB issued SFAS 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No.13 and Technical Corrections
("SFAS 145"). The principal change is that certain gains or losses from extinguishment of debt which are classified as extraordinary items by SFAS No. 4, Reporting Gains and Losses from
Extinguishment of Debt ("SFAS 4") will no longer be classified as such. The provisions of SFAS 145 are effective for fiscal years beginning after May 15, 2002, although early application
of the Statement related to the rescission of SFAS 4 is encouraged. The adoption is not expected to have a material impact on our consolidated results of operations, financial position or cash flows.

In
June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Disposal or Exit Activities ("SFAS 146"). This Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force ("EITF") 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) ("EITF 94-3"). This Statement requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF 94-3, a liability for an exit cost as defined in EITF 94-3 was recognized
at the date of an entity's commitment to an exit plan. This statement provides that an entity's commitment to a plan, by itself, does not create a present obligation to others that meets the
definition of a liability. Therefore, SFAS 146 eliminates the definition and requirements for recognition of exit costs in EITF 94-3 until a liability has been incurred and
establishes that fair value is the basis for initial measurement of the liability. However, this standard does not apply to costs associated with exit activities involving entities acquired in
business combinations or disposal activities covered by

F-62

---

SFAS 144. The provisions of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The Group has
determined there is no impact of the adoption of SFAS 146 on our consolidated financial position, results of operations or cash flows. To the extent we have restructurings in the future,
SFAS 146 may impact our financial position, results of operations and cash flows.

In
November 2002, the FASB issued Interpretation ("FIN") No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others. The Interpretation expands on the accounting guidance of SFAS 5, Accounting for Contingencies, SFAS 57 Related Party Disclosures, and SFAS 107, Disclosures about Fair
Value of Financial Instruments, and incorporates without change the provisions of FIN No. 34, Disclosure of Indirect Guarantees of Indebtedness of Others, with an interpretation of SFAS 5,
which is being superseded. FIN No. 45 elaborates on the existing disclosure requirements for most guarantees, including loan guarantees, such as standby letters of credit. It also clarifies
that at the time a company issues a guarantee, the company must recognized an initial liability at fair value, or market value, of the obligations it assumes under that guarantee and must disclose
that on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements in this interpretation are effective for financial statements of periods ending
after December 15, 2002. The Group has determined there is no impact of adoption of FIN No. 45 on our consolidated financial position, results of operations or cash flows.

In
January 2003, the FASB issued FASB Interpretation ("FIN") No. 46, Consolidation of Variable Interest Entities, which is an interpretation of Accounting Research Bulletin
("ARB") No. 51 Consolidation of Financial Statements. FIN No. 46 provides additional guidance regarding how to identify variable interest entities and how an enterprise assesses its
interest in the variable interest entity to determine whether an entity is required to be consolidated. The interpretation establishes that an enterprise consolidate a variable interest entity if the
enterprise is the primary beneficiary of the variable interest entity. The primary beneficiary of a variable interest entity is the party that absorbs a majority of the entity's expected losses,
receives a majority of its expected residual returns, or both, as a result of holding variable interests, which are the ownership, contractual, or other pecuniary interests in an entity. This
interpretation applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after the date. For
interests in variable interest entities existing as of January 31, 2003, the guidance of FIN No. 46 will apply in the first fiscal year or interim period beginning after June 15,
2003. We have determined there
is no impact of the adoption of FIN No. 46 on our consolidated results of operations, financial position, or cash flows.

In
January 2003, the FASB issued Emerging Issues Task Force 00-21 "Accounting for Revenue Arrangements with Multiple Deliverables" ("EITF 00-21"). EITF
00-21 establishes an accounting model for revenue arrangements with multiple deliverables including (1) how to determine whether an arrangement with multiple deliverables consists
of more than one unit of accounting, (2) if an arrangement consists of more than one unit of accounting, how the arrangement consideration should be allocated among the separate units of
accounting (3) what effect, if any, certain customer rights due to vendor nonperformance have on measurement of arrangement consideration and/or the allocation of consideration to the delivered
unit(s) of accounting, (4) how to account for certain direct costs for specific deliverables, (5) the impact, if any, of customer cancellation clauses and penalties on the measurement of
arrangement consideration, (6) the impact, if any, of consideration that varies as a result of future vendor actions on the measurement and/or allocation of arrangement consideration,

F-63

---

and (7) the impact of a vendor's intent not to enforce its contractual rights in the event of customer cancellation on the measurement and/or allocation of arrangement consideration. EITF
00-21 is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003. We have not yet determined what impact, if any, the adoption of EITF
00-21 will have on our consolidated results of operations, financial position or cash flows.

F-64

---

Schedule 1

FINDEXA II AS        STATEMENTS OF LOSS

|                                |  | Notes |  | Period November 16, 2001 to December 31, 2001 |   | Year ended December 31, 2002 |  
|------------------------------- |  | ----- |  | --------------------------------------------- | - | ---------------------------- | -
|
|Other operating expenses        |  |       |  |                                              |   | 4,597                        |  
|                                |  |       |  |                                               |   |                              |  
|Operating loss                  |  |       |  |                                              |   | (4,597                       | )
|Interest income                 |  |       |  | 33,958                                        |   | 336,459                      |  
|Interest expense                |  | 1     |  | (34,535                                       | ) | (343,693                     | )
|Other financial expenses        |  |       |  | (4,224                                        | ) | (2,687                       | )
|Share of loss from Findexa I AS |  |       |  | (197,940                                      | ) | (838,560                     | )
|                                |  |       |  |                                               |   |                              |  
|Loss before taxes               |  |       |  | (202,741                                      | ) | (853,078                     | )
|Tax benefit                     |  | 2     |  | 1,275                                         |   | 4,066                        |  
|                                |  |       |  |                                               |   |                              |  
|Net loss                        |  |       |  | (201,466                                      | ) | (849,012                     | )
|                                |  |       |  |                                               |   |                              |  

The
accompanying notes are an integral part of these financial statements.

F-65

---



Schedule 1

FINDEXA II AS    BALANCE SHEETS

|                                            |  | Notes |  | At December 31, 2001 |  | At December 31, 2002
|------------------------------------------- |  | ----- |  | -------------------- |  | --------------------
|
|ASSETS                                      |  |       |  |                      |  |                     
|Intangible assets                           |  | 3     |  | 40,965               |  | 36,574              
|Financial assets                            |  | 4     |  | 3,079,837            |  | 2,693,889           
|                                            |  |       |  |                      |  |                     
|Total fixed assets                          |  |       |  | 3,120,802            |  | 2,730,463           
|                                            |  |       |  |                      |  |                     
|Current receivables                         |  | 5     |  | 357,468              |  | 42,747              
|Cash and cash equivalents                   |  |       |  | 14                   |  | 687                 
|                                            |  |       |  |                      |  |                     
|Total current assets                        |  |       |  | 357,482              |  | 43,434              
|                                            |  |       |  |                      |  |                     
|Total assets                                |  |       |  | 3,478,284            |  | 2,773,897           
|                                            |  |       |  |                      |  |                     
|EQUITY AND LIABILITIES                      |  |       |  |                      |  |                     
|Equity                                      |  |       |  |                      |  |                     
|Shareholder's equity                        |  |       |  | 848,384              |  | 31,621              
|                                            |  |       |  |                      |  |                     
|Total equity                                |  |       |  | 848,384              |  | 31,621              
|                                            |  |       |  |                      |  |                     
|Liabilities                                 |  |       |  |                      |  |                     
|Long-term interest-bearing liabilities      |  | 6     |  | 2,594,456            |  | 2,697,792           
|                                            |  |       |  |                      |  |                     
|Total long-term liabilities                 |  |       |  | 2,594,456            |  | 2,697,792           
|                                            |  |       |  |                      |  |                     
|Short-term non-interest-bearing liabilities |  | 7     |  | 35,444               |  | 44,484              
|                                            |  |       |  |                      |  |                     
|Total short-term liabilities                |  |       |  | 35,444               |  | 44,484              
|                                            |  |       |  |                      |  |                     
|Total equity and liabilities                |  |       |  | 3,478,284            |  | 2,773,897           
|                                            |  |       |  |                      |  |                     

The
accompanying notes are an integral part of these financial statements.

F-66

---



Schedule 1

FINDEXA II AS        STATEMENTS OF CASH FLOWS

|                                                               |  | Period
November 16,
2001 to
December 31,
2001 |   | Year ended
December 31, 2002 |  
|-------------------------------------------------------------- |  | --------------------------------------------- | - | ---------------------------- | -
|
|Cash flows from operating activities                           |  |                                               |   |                              |  
|Loss before taxes                                              |  | (202,741                                      | ) | (853,078                     | )
|Share of loss from Findexa I AS                                |  | 197,940                                       |   | 838,560                      |  
|Amortization of debt issuance costs                            |  | 234                                           |   | 3,474                        |  
|Changes in accruals                                            |  | 1,603                                         |   | 11,717                       |  
|                                                               |  |                                               |   |                              |  
|Net cash flows from operating activities                       |  | (2,964                                        | ) | 673                          |  
|                                                               |  |                                               |   |                              |  
|Cash flows from investing activities                           |  |                                               |   |                              |  
|Issuance of loan to Findexa I AS                               |  | (2,551,554                                    | ) |                             |  
|Investment in Findexa I AS                                     |  | (1,048,357                                    | ) |                             |  
|                                                               |  |                                               |   |                              |  
|Net cash flows from investing activities                       |  | (3,599,911                                    | ) |                             |  
|                                                               |  |                                               |   |                              |  
|Cash flows from financing activities                           |  |                                               |   |                              |  
|Proceeds from issuance of shares                               |  | 1,048,357                                     |   |                             |  
|Proceeds from interest bearing liabilities                     |  | 2,594,456                                     |   |                             |  
|Payment of debt issuance costs                                 |  | (39,924                                       | ) |                             |  
|                                                               |  |                                               |   |                              |  
|Net cash flows from financing activities                       |  | 3,602,889                                     |   |                             |  
|                                                               |  |                                               |   |                              |  
|Net change in cash and cash equivalents                        |  | 14                                            |   | 673                          |  
|                                                               |  |                                               |   |                              |  
|Cash and cash equivalents as at inception (September 10, 2001) |  |                                              |   |                             |  
|                                                               |  |                                               |   |                              |  
|Cash and cash equivalents at beginning of the period           |  |                                              |   | 14                           |  
|                                                               |  |                                               |   |                              |  
|Cash and cash equivalents at the end of the period             |  | 14                                            |   | 687                          |  
|                                                               |  |                                               |   |                              |  

The
accompanying notes are an integral part of these financial statements.

F-67

---



Schedule 1

FINDEXA II AS        STATEMENT OF SHAREHOLDER'S EQUITY

|                                |  | Number
of Shares(1) |  | Nominal
Amount
in NOK |  | Share
Capital |  | Additional
paid in
Capital |  | Retained
Earnings/
Accumulated
Deficit |   | Cumulative
Translation
Adjustment |  | Total     |  
|------------------------------- |  | ------------------- |  | --------------------- |  | ------------- |  | -------------------------- |  | -------------------------------------- | - | --------------------------------- |  | --------- | -
|
|Issue of share capital          |  | 10,582,000          |  | 1                     |  | 10,582        |  | 1,037,775                  |  |                                       |   |                                  |  | 1,048,357 |  
|Net loss                        |  |                    |  |                      |  |              |  |                           |  | (201,466                               | ) |                                  |  | (201,466  | )
|Translation adjustment          |  |                    |  |                      |  |              |  |                           |  |                                       |   | 1,493                             |  | 1,493     |  
|                                |  |                     |  |                       |  |               |  |                            |  |                                        |   |                                   |  |           |  
|Balance as of December 31, 2001 |  | 10,582,000          |  | 1                     |  | 10,582        |  | 1,037,775                  |  | (201,466                               | ) | 1,493                             |  | 848,384   |  
|                                |  |                     |  |                       |  |               |  |                            |  |                                        |   |                                   |  |           |  
|Net loss                        |  |                    |  |                      |  |              |  |                           |  | (849,012                               | ) |                                  |  | (849,012  | )
|Translation adjustment          |  |                    |  |                      |  |              |  |                           |  |                                       |   | 32,249                            |  | 32,249    |  
|                                |  |                     |  |                       |  |               |  |                            |  |                                        |   |                                   |  |           |  
|Balance as of December 31, 2002 |  | 10,582,000          |  | 1                     |  | 10,582        |  | 1,037,775                  |  | (1,050,478                             | ) | 33,742                            |  | 31,621    |  
|                                |  |                     |  |                       |  |               |  |                            |  |                                        |   |                                   |  |           |  

---

The accompanying notes are an integral part of these financial statements.

F-68

---

Schedule 1

FINDEXA II AS        SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

General

These condensed financial statements of the Findexa II AS have been prepared using the same accounting principles as set out in our consolidated financial
statements for the period November 16, 2001 to December 31, 2001 and for the year ended December 31, 2002, except that Findexa I AS and its subsidiaries are not consolidated but
instead are accounted for using the equity method.

F-69

---



Schedule 1

FINDEXA II AS        NOTES TO THE CONDENSED FINANCIAL STATEMENTS

1.    INTEREST EXPENSE

Interest expense includes amortization of debt issuance costs of NOK 234 thousand and NOK 3,474 thousand for the period November 16, 2001 to
December 31, 2001, and for the year ended December 31, 2002, respectively.

2.    INCOME TAXES

The income tax benefit of NOK 1,275 thousand for the period November 16, 2001 to December 31, 2001, includes Norwegian deferred taxes only.
These deferred taxes result from temporary differences between the tax bases of assets and liabilities and their reported amounts. For the year ended 2002, a tax benefit on Norwegian income amounted
to NOK 4,983 thousand, while changes in deferred tax amounted to NOK 917.

3.    INTANGIBLE ASSETS

|                        |  | At December 31,
2001 |  | At December 31,
2002
|----------------------- |  | -------------------- |  | --------------------
|
|Debt issuance costs     |  | 39,690               |  | 36,216              
|Deferred tax assets     |  | 1,275                |  | 358                 
|                        |  |                      |  |                     
|Total intangible assets |  | 40,965               |  | 36,574              
|                        |  |                      |  |                     

4.    FINANCIAL ASSETS

|                                                   |  | At December 31,
2001 |  | At December 31,
2002
|-------------------------------------------------- |  | -------------------- |  | --------------------
|
|Investment in Findexa I AS                         |  | 528,293              |  | 32,543              
|Deferred interest shareholder loan to Findexa I AS |  | 219,261              |  | 222,874             
|Shareholder loans to Findexa I AS                  |  | 2,332,283            |  | 2,438,472           
|                                                   |  |                      |  |                     
|Total financial assets                             |  | 3,079,837            |  | 2,693,889           
|                                                   |  |                      |  |                     

Investment
in associated company is as follows:

|Company      |  | Shares
Owned
in % |  | Book
Value
at November 16, 2001 |  | Adjustment To
Last Years
Dividend/Group
Contribution |  | Share of
Profit
After Tax |   | Group
Contribution |   | Equity and
Translations
Adjustments |  | Book
Value
at December 31, 2001
|------------ |  | ----------------- |  | ------------------------------- |  | ---------------------------------------------------- |  | ------------------------- | - | ------------------ | - | ----------------------------------- |  | -------------------------------
|Findexa I AS |  | 100.0             |  | 1,048,357                       |  |                                                     |  | (197,940                  | ) | (323,519           | ) | 1,395                               |  | 528,293                        

|Company      |  | Shares
Owned
in % |  | Book
Value
at December 31, 2001 |  | Adjustment to
Last Years
Dividend/Group
Contribution |  | Share of
Profit
After Tax |   | Group
Contribution |   | Equity and
Translations
Adjustments |  | Book
Value
at December 31, 2002
|------------ |  | ----------------- |  | ------------------------------- |  | ---------------------------------------------------- |  | ------------------------- | - | ------------------ | - | ----------------------------------- |  | -------------------------------
|Findexa I AS |  | 100.0             |  | 528,293                         |  | 323,519                                              |  | (838,560                  | ) | (12,918            | ) | 32,209                              |  | 32,543                         

F-70

---

In
November 2001, Findexa II AS issued a deferred interest shareholder loan with a principle amount of Euro 26.6 million and bears interest at a fixed interest rate at
14.5%. This interest is deferred until a specified adjusted EBITDA (as defined in the deferred interest shareholder loan agreement)/consolidated interest expense rate is at least 2.0 to 1.0.
Thereafter interest is payable in cash semi-annually on June 1, and December 1. The loan matures on June 1, 2012.

In
November 2001, Findexa II AS issued a shareholder loan of NOK 1,219 million, which accrues interest at a fixed interest rate of 15% per annum compounded
semi-annually. This loan matures and cannot be repaid prior to the later of June 1, 2013 or the 180th day following repayment of the senior credit facilities. This
loan does not amortize or earn cash interest before June 1, 2013.

In
December 2001, Findexa II AS issued a shareholder loan having a principle of Euro 139.7 million. The loan matures on December 1, 2011 and bears interest at a
fixed interest rate of 10.25% payable semi-annually in arrears.

5.    CURRENT RECEIVABLES

|                            |  | At December 31,
2001 |  | At December 31,
2002
|--------------------------- |  | -------------------- |  | --------------------
|
|Group contribution          |  | 323,519              |  | 17,941              
|Accrued interest receivable |  | 33,949               |  | 24,736              
|Other                       |  |                     |  | 70                  
|                            |  |                      |  |                     
|Total current receivables   |  | 357,468              |  | 42,747              
|                            |  |                      |  |                     

6.    LONG-TERM INTEREST-BEARING LIABILITIES

|                                             |  | At December 31,
2001 |  | At December 31,
2002
|-------------------------------------------- |  | -------------------- |  | --------------------
|
|Senior notes                                 |  | 1,156,158            |  | 1,055,962           
|Subordinated deferred interest notes(1)      |  | 219,271              |  | 230,361             
|Subordinated shareholder loans(1)            |  | 1,219,027            |  | 1,411,469           
|                                             |  |                      |  |                     
|Total long-term interest-bearing liabilities |  | 2,594,456            |  | 2,697,792           
|                                             |  |                      |  |                     

---

See Findexa II AS consolidated financial statements, Note 19, for a description of these liabilities. All of these liabilities are due
after 2007.

F-71

---

Maturities
of Findexa II AS's interest-bearing liabilities are as follows:

|Year                               |  | Installment
|---------------------------------- |  | -----------
|
|2003                               |  |           
|2004                               |  |           
|2005                               |  |           
|2006                               |  |           
|2007                               |  |           
|2008 and later                     |  | 2,697,792  
|                                   |  |            
|Total interest-bearing liabilities |  | 2,697,792  
|                                   |  |            

7.    SHORT-TERM NON-INTEREST-BEARING LIABILITIES

|                                            |  | At December 31,
2001 |  | At December 31,
2002
|------------------------------------------- |  | -------------------- |  | --------------------
|
|Accounts payable                            |  |                     |  | 415                 
|Interest accrued                            |  | 34,301               |  | 40,969              
|Other accrued expenses                      |  | 1,143                |  | 3,100               
|                                            |  |                      |  |                     
|Short-term non-interest-bearing liabilities |  | 35,444               |  | 44,484              
|                                            |  |                      |  |                     

8.    UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

See Findexa II AS consolidated financial statements, Note 29, for a description of the principle differences of Findexa's accounting principles under
Norwegian GAAP and U.S. GAAP and adjustments.

I.    Reconciliation of net income from Norwegian GAAP to U.S. GAAP:

|                                           |  | Period
November 16,
2001 to
December 31,
2001 |   | Year ended
December 31,
2002 |  
|------------------------------------------ |  | --------------------------------------------- | - | ---------------------------- | -
|Net loss in accordance with Norwegian GAAP |  | (201,466                                      | ) | (849,012                     | )
|Adjustment for U.S. GAAP differences       |  | (4,979                                        | ) | (395,946                     | )
|                                           |  |                                               |   |                              |  
|Net income in accordance with U.S. GAAP    |  | (206,445                                      | ) | (1,244,958                   | )
|                                           |  |                                               |   |                              |  

F-72

---

II.    Reconciliation of shareholder's equity from Norwegian GAAP to U.S. GAAP:

|                                                       |  | Period
November 16,
2001 to
December 31,
2001 |  | Year ended
December 31,
2002 |  
|------------------------------------------------------ |  | --------------------------------------------- |  | ---------------------------- | -
|Shareholder's equity in accordance with Norwegian GAAP |  | 848,384                                       |  | 31,621                       |  
|Adjustments for U.S. GAAP                              |  | 224,496                                       |  | (171,450                     | )
|                                                       |  |                                               |  |                              |  
|Shareholder's equity in accordance with U.S. GAAP      |  | 1,072,880                                     |  | (139,829                     | )
|                                                       |  |                                               |  |                              |  

III.  The following table reflects the components of comprehensive income under U.S. GAAP:

|                           |  | Period
November 16,
2001 to
December 31,
2001 |   | Year ended
December 31,
2002 |  
|-------------------------- |  | --------------------------------------------- | - | ---------------------------- | -
|Other comprehensive income |  |                                               |   |                              |  
|Net income                 |  | (206,445                                      | ) | (1,244,958                   | )
|Translation adjustment     |  | 1,493                                         |   | 32,249                       |  
|                           |  |                                               |   |                              |  
|Comprehensive income       |  | (204,952                                      | ) | (1,212,709                   | )
|                           |  |                                               |   |                              |  

F-73

---



REPORT OF INDEPENDENT ACCOUNTANTS

To
the Board of Directors and Shareholder of Findexa I AS:

In
our opinion, the accompanying consolidated balance sheet and the related consolidated statement of profit and loss, of cash flows and of changes in shareholder's equity present
fairly, in all material respects, the financial position of Findexa I AS and its subsidiaries at December 31, 2002, and the results of their operations and their cash flows for the year ended
December 31, 2002, in conformity with accounting principles generally accepted in Norway. These financial statements are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The financial statements of the Company as of December 31, 2001 and for the
period November 16, 2001 to December 31, 2001 were audited by other independent accountants who have ceased operations. Those independent accountants expressed an unqualified opinion on
those statements in their report dated March 27, 2002.

Accounting
principles generally accepted in Norway vary in certain important respects from accounting principles generally accepted in the United States of America. The application of
the latter would have affected the determination of consolidated net income for the year ended December 31, 2002 and the determination of consolidated shareholder's equity at
December 31, 2002 to the extent summarized in Note 29 of the consolidated financial statements.

As
discussed above, the financial statements of Findexa I AS and subsidiaries as of December 31, 2001, and for the period November 16, 2001 to December 31, 2001 were
audited by other auditors who have ceased operations. As described in Note 29, these financial statements have been revised to include the transitional disclosures required by Statement of
Financial Accounting Standards (Statement) No. 142,Goodwill and Other Intangible Assets,which was adopted by the Company effective
January 1, 2002. In our opinion, these disclosures in Note 29 are appropriate. However, we were not engaged to audit,
review, or apply any procedures to the financial statements for the period November 16, 2001 to December 31, 2001 of the Company other than with respect to such disclosures and,
accordingly, we do not express an opinion or any other form of assurance on the financial statements for the period November 16, 2001 to December 31, 2001 taken as a whole.

PricewaterhouseCoopers
DA

Oslo,
Norway
April 30, 2003

F-74

---



The following report is a copy of a report previously issued by Arthur Andersen & Co. and has not been reissued by Arthur Andersen & Co.

REPORT OF INDEPENDENT ACCOUNTANTS

To
the shareholder of Findexa I AS:

We
have audited the accompanying consolidated balance sheet of Findexa I AS and its subsidiaries (the "Company") as of December 31, 2001, and the related consolidated statement of
loss, shareholder's equity and cash flows for the period November 16, 2001 to December 31, 2001. These financial statements are the responsibility of the Company's management and have
been prepared on the basis as set out in Note 1. Our responsibility is to express an opinion on these financial statements based on our audit.

We
conducted our audit in accordance with generally accepted auditing standards in the United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2001, and the related
consolidated statements of loss, shareholder's equity and cash flow for the period November 16, 2001 to December 31, 2001 then ended in conformity with generally accepted accounting
principles in Norway.

Accounting
practices used by the Company in preparing the accompanying financial statements conform with generally accepted accounting principles in Norway, but do not conform with
accounting principles generally accepted in the United States. A description of these differences and a complete reconciliation of consolidated net loss and shareholder's equity to US generally
accepted accounting principles is set forth in Note 27.

Arthur
Andersen & Co.
Oslo, Norway, March 27, 2002

F-75

---



FINDEXA I AS        CONSOLIDATED STATEMENTS OF LOSS

|                                                |  | Notes  |  | Period
November 16,
2001 to
December 31,
2001 |   | Year ended
December 31,
2002 |  
|----------------------------------------------- |  | ------ |  | --------------------------------------------- | - | ---------------------------- | -
|
|Operating revenue                               |  | 2      |  | 269,528                                       |   | 2,022,766                    |  
|Gain on disposal of fixed assets and operations |  | 1      |  | 431                                           |   | 394                          |  
|                                                |  |        |  |                                               |   |                              |  
|Total revenue                                   |  |        |  | 269,959                                       |   | 2,023,160                    |  
|                                                |  |        |  |                                               |   |                              |  
|Cost of materials and printing                  |  | 4      |  | 40,579                                        |   | 215,338                      |  
|Salaries and personnel costs                    |  | 5, 6   |  | 130,848                                       |   | 651,217                      |  
|Other operating expenses                        |  | 7      |  | 158,677                                       |   | 784,269                      |  
|Loss on disposal of fixed assets and operations |  | 1      |  |                                              |   | 3,245                        |  
|Depreciation and amortization                   |  | 12, 13 |  | 84,447                                        |   | 627,041                      |  
|Impairment of fixed assets                      |  | 8, 13  |  | 797                                           |   | 810                          |  
|Impairment of goodwill                          |  | 8, 12  |  |                                              |   | 295,196                      |  
|                                                |  |        |  |                                               |   |                              |  
|Total operating expenses                        |  |        |  | 415,348                                       |   | 2,577,116                    |  
|                                                |  |        |  |                                               |   |                              |  
|Operating profit                                |  |        |  | (145,389                                      | ) | (553,956                     | )
|                                                |  |        |  |                                               |   |                              |  
|Income (loss) from associated companies         |  |        |  | (5,917                                        | ) | 5,241                        |  
|Financial income                                |  | 10     |  | 3,603                                         |   | 156,861                      |  
|Financial expenses                              |  | 10     |  | (111,033                                      | ) | (601,887                     | )
|                                                |  |        |  |                                               |   |                              |  
|Net financial items                             |  |        |  | (107,430                                      | ) | (445,026                     | )
|Loss before taxes and minority interests        |  |        |  | (258,736                                      | ) | (993,741                     | )
|Tax benefit                                     |  | 11     |  | 60,492                                        |   | 154,492                      |  
|                                                |  |        |  |                                               |   |                              |  
|Net loss before minority interests              |  |        |  | (198,244                                      | ) | (839,249                     | )
|Minority interests                              |  | 27     |  | 304                                           |   | 689                          |  
|                                                |  |        |  |                                               |   |                              |  
|Net loss                                        |  |        |  | (197,940                                      | ) | (838,560                     | )
|                                                |  |        |  |                                               |   |                              |  

The accompanying notes are an integral part of these financial statements.

F-76

---



FINDEXA I AS        CONSOLIDATED BALANCE SHEETS

|                                                                   |  | Notes  |  | At
December 31,
2001 |  | At
December 31,
2002
|------------------------------------------------------------------ |  | ------ |  | -------------------- |  | --------------------
|
|ASSETS                                                             |  |        |  |                      |  |                     
|Intangible assets                                                  |  | 12     |  | 5,946,446            |  | 5,121,326           
|Tangible assets                                                    |  | 13     |  | 53,208               |  | 51,081              
|Financial assets                                                   |  | 14     |  | 44,562               |  | 44,403              
|                                                                   |  |        |  |                      |  |                     
|Total fixed assets                                                 |  | 2      |  | 6,044,216            |  | 5,216,810           
|                                                                   |  |        |  |                      |  |                     
|Inventories and work in progress                                   |  |        |  | 74,348               |  | 35,387              
|Current receivables                                                |  | 17     |  | 663,624              |  | 440,420             
|Cash and cash equivalents                                          |  | 25     |  | 336,478              |  | 448,171             
|                                                                   |  |        |  |                      |  |                     
|Total current assets                                               |  |        |  | 1,074,450            |  | 923,978             
|                                                                   |  |        |  |                      |  |                     
|Total assets                                                       |  | 2      |  | 7,118,666            |  | 6,140,788           
|                                                                   |  |        |  |                      |  |                     
|EQUITY AND LIABILITIES                                             |  |        |  |                      |  |                     
|Equity                                                             |  |        |  |                      |  |                     
|Shareholder's equity                                               |  |        |  | 530,573              |  | 32,543              
|                                                                   |  |        |  |                      |  |                     
|Total equity                                                       |  |        |  | 530,573              |  | 32,543              
|                                                                   |  |        |  |                      |  |                     
|Liabilities                                                        |  |        |  |                      |  |                     
|Provisions                                                         |  | 18     |  | 686,776              |  | 522,507             
|Long-term interest-bearing liabilities                             |  | 19     |  | 4,785,436            |  | 4,741,639           
|                                                                   |  |        |  |                      |  |                     
|Total long-term liabilities                                        |  |        |  | 5,472,212            |  | 5,264,146           
|                                                                   |  |        |  |                      |  |                     
|Short-term interest-bearing liabilities                            |  | 19     |  | 75,076               |  | 168,293             
|Short-term non-interest-bearing liabilities                        |  | 20     |  | 1,040,805            |  | 675,806             
|                                                                   |  |        |  |                      |  |                     
|Total short-term liabilities                                       |  |        |  | 1,115,881            |  | 844,099             
|                                                                   |  |        |  |                      |  |                     
|Total equity and liabilities                                       |  |        |  | 7,118,666            |  | 6,140,788           
|                                                                   |  |        |  |                      |  |                     
|Guarantees, contingencies, commitments and contractual obligations |  | 21, 22 |  |                      |  |                     

The accompanying notes are an integral part of these financial statements.

F-77

---



FINDEXA I AS        CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                   |  | Notes |  | Period
November 16,
2001 to
December 31,
2001 |   | Year ended
December 31,
2002 |  
|---------------------------------------------------------------------------------- |  | ----- |  | --------------------------------------------- | - | ---------------------------- | -
|
|Cash flows from operating activities                                               |  |       |  |                                               |   |                              |  
|Loss before taxes and minority interest                                            |  |       |  | (258,736                                      | ) | (993,741                     | )
|Taxes paid                                                                         |  |       |  |                                              |   | (97,828                      | )
|Net (gain) loss from sale of fixed assets and operations                           |  |       |  | (431                                          | ) | 2,851                        |  
|Loss from associated companies                                                     |  |       |  | 5,917                                         |   | (5,241                       | )
|Depreciation, amortization and impairments of fixed assets                         |  |       |  | 85,244                                        |   | 923,047                      |  
|Bad debt expense                                                                   |  |       |  | 4,700                                         |   | 57,086                       |  
|Amortization of debt issuance costs                                                |  |       |  | 1,832                                         |   | 11,722                       |  
|Changes in accounts receivables and prepayments from customers                     |  |       |  | 20,143                                        |   | 104,990                      |  
|Changes in accounts payable, prepaid expenses and inventory                        |  |       |  | 140,317                                       |   | 140,486                      |  
|Changes in other accruals                                                          |  |       |  | (10,476                                       | ) | 141,850                      |  
|                                                                                   |  |       |  |                                               |   |                              |  
|Net cash flows from (used in) operating activities                                 |  |       |  | (11,490                                       | ) | 285,222                      |  
|                                                                                   |  |       |  |                                               |   |                              |  
|Cash flows from investing activities                                               |  |       |  |                                               |   |                              |  
|Proceeds from sale of tangible and intangible assets                               |  |       |  |                                              |   | 12,706                       |  
|Purchase of tangible and intangible assets                                         |  |       |  | (9,446                                        | ) | (28,141                      | )
|Net cash paid on disposal of subsidiaries and investments                          |  |       |  |                                              |   | (331                         | )
|Cash paid on acquisitions of subsidiaries and joint ventures, net of cash received |  | 25    |  | (5,026,386                                    | ) | (99,124                      | )
|                                                                                   |  |       |  |                                               |   |                              |  
|Net cash flows from investing activities                                           |  |       |  | (5,035,832                                    | ) | (114,890                     | )
|                                                                                   |  |       |  |                                               |   |                              |  
|Cash flows from financing activities                                               |  |       |  |                                               |   |                              |  
|Proceeds from interest-bearing liabilities                                         |  |       |  | 5,961,113                                     |   | 21,734                       |  
|Payment of debt issuance costs                                                     |  |       |  | (54,863                                       | ) |                             |  
|Payment of interest bearing liabilities                                            |  |       |  | (1,110,000                                    | ) | (77,461                      | )
|Proceeds from new equity from shareholder                                          |  |       |  | 1,048,357                                     |   |                             |  
|Payment on long-term liabilities                                                   |  |       |  | (792                                          | ) |                             |  
|Payment of group contribution (dividend to shareholder)                            |  |       |  | (460,000                                      | ) |                             |  
|                                                                                   |  |       |  |                                               |   |                              |  
|Net cash flows from (used in) financing activities                                 |  |       |  | 5,383,815                                     |   | (55,727                      | )
|                                                                                   |  |       |  |                                               |   |                              |  
|Effect on cash and cash equivalents of changes in foreign exchange rates           |  |       |  | (15                                           | ) | (2,912                       | )
|                                                                                   |  |       |  |                                               |   |                              |  
|Net change in cash and cash equivalents                                            |  |       |  | 336,478                                       |   | 111,693                      |  
|                                                                                   |  |       |  |                                               |   |                              |  
|Cash and cash equivalents at the beginning of the period                           |  |       |  |                                              |   | 336,478                      |  
|                                                                                   |  |       |  |                                               |   |                              |  
|Cash and cash equivalents at the end of the period                                 |  |       |  | 336,478                                       |   | 448,171                      |  
|                                                                                   |  |       |  |                                               |   |                              |  

The
accompanying notes are an integral part of these financial statements.

F-78

---



FINDEXA I AS        CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

|                                                 |  | Notes |  | Number of
Shares(1) |  | Nominal
Amount in
NOK |  | Share
Capital |  | Additional
paid in
Capital |  | Retained
Earnings/
Accumulated
Deficit |   | Minority
Interest |   | Cumulative
Translation
Adjustment |  | Total     |  
|------------------------------------------------ |  | ----- |  | ------------------- |  | --------------------- |  | ------------- |  | -------------------------- |  | -------------------------------------- | - | ----------------- | - | --------------------------------- |  | --------- | -
|
|Issue of share capital                           |  | 1     |  | 10,582,000          |  | 1                     |  | 10,582        |  | 1,037,775                  |  |                                       |   |                  |   |                                  |  | 1,048,357 |  
|Minority interest as of November 16, 2001        |  |       |  |                    |  |                      |  |              |  |                           |  |                                       |   | 2,583             |   |                                  |  | 2,583     |  
|Net loss                                         |  |       |  |                    |  |                      |  |              |  |                           |  | (197,940                               | ) |                  |   |                                  |  | (197,940  | )
|Minority interest loss                           |  |       |  |                    |  |                      |  |              |  |                           |  |                                       |   | (304              | ) |                                  |  | (304      | )
|Group contribution (dividend to shareholder)     |  |       |  |                    |  |                      |  |              |  |                           |  | (323,519                               | ) |                  |   |                                  |  | (323,519  | )
|Translation adjustment                           |  |       |  |                    |  |                      |  |              |  |                           |  |                                       |   | 1                 |   | 1,395                             |  | 1,396     |  
|                                                 |  |       |  |                     |  |                       |  |               |  |                            |  |                                        |   |                   |   |                                   |  |           |  
|Balance as of December 31, 2001                  |  |       |  | 10,582,000          |  | 1                     |  | 10,582        |  | 1,037,775                  |  | (521,459                               | ) | 2,280             |   | 1,395                             |  | 530,573   |  
|                                                 |  |       |  |                     |  |                       |  |               |  |                            |  |                                        |   |                   |   |                                   |  |           |  
|Adjustment to group contribution accrued in 2001 |  |       |  |                    |  |                      |  |              |  |                           |  | 323,519                                |   |                  |   |                                  |  | 323,519   |  
|Net loss                                         |  |       |  |                    |  |                      |  |              |  |                           |  | (838,560                               | ) |                  |   |                                  |  | (838,560  | )
|Minority interest loss                           |  |       |  |                    |  |                      |  |              |  |                           |  |                                       |   | (689              | ) |                                  |  | (689      | )
|Purchase of minority interest                    |  |       |  |                    |  |                      |  |              |  |                           |  |                                       |   | (1,591            | ) |                                  |  | (1,591    | )
|Group contribution (dividend to shareholder)     |  |       |  |                    |  |                      |  |              |  |                           |  | (12,918                                | ) |                  |   |                                  |  | (12,918   | )
|Translation adjustment                           |  |       |  |                    |  |                      |  |              |  |                           |  |                                       |   |                  |   | 32,209                            |  | 32,209    |  
|                                                 |  |       |  |                     |  |                       |  |               |  |                            |  |                                        |   |                   |   |                                   |  |           |  
|Balance as of December 31, 2002                  |  |       |  | 10,582,000          |  | 1                     |  | 10,582        |  | 1,037,775                  |  | (1,049,418                             | ) |                  |   | 33,604                            |  | 32,543    |  
|                                                 |  |       |  |                     |  |                       |  |               |  |                            |  |                                        |   |                   |   |                                   |  |           |  

---

The accompanying notes are an integral part of these financial statements.

F-79

---



FINDEXA I AS    SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

General

Findexa I AS (the "Company") is a wholly-owned subsidiary of Findexa II AS. The separate financial statements of the Company and its subsidiaries have been
included since the Company has guaranteed the senior notes of its parent company on a subordinated basis. The consolidated financial statements of Findexa II AS are included on pages F-5
to F-60. The parent company of the Company has no operations, assets or liabilities of its own other than investment in Findexa I AS and the senior notes and the 14.5% deferred interest
notes the related debt issuance costs and the shareholder loan from Findexa III AS. These notes are described in Note 19 of the notes to the consolidated financial statements of Findexa II AS.
The proceeds of these loans have been loaned to Findexa I AS and are described in Note 19. As a result, the "Summary of Significant Accounting Policies" and certain financial statements
footnotes of Findexa II AS are equally applicable to the Company as are references to "Findexa II AS" in those footnotes.

On
September 10, 2001, Findexa I AS was established as a company in Norway for the purpose of acquiring shares in Findexa AS (formerly known as Telenor Media AS). The purchase of
shares and assets of Findexa although Findexa I AS was established on September 10, 2001. There were only insignificant transactions from the date of inception through the date of the
Acquisition. As a result, only the period from November 16, 2001 to December 31, 2001, and the year ended December 31, 2002, have been presented (hereafter referred to as "the
Acquisition).

The
Group's accounting principles under generally accepted accounting principles in Norway (Norwegian GAAP) differ, in certain material respects, from United States generally accepted
accounting principles (U.S. GAAP). The differences and the approximate related effects on the Group's net income and shareholder's equity are set forth in Note 29.

F-80

---



FINDEXA I AS        NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.    ACQUISITIONS AND DISPOSALSSee Findexa II AS, Note 1.

2.    GEOGRAPHICAL DISTRIBUTION OF OPERATING REVENUE AND ASSETSSee Findexa II AS Note 2, except as noted below:

Assets by geographical location of the company:

|                          |  | At December 31, |   | At December 31, |  
|------------------------- |  | --------------- | - | --------------- | -
|
|
|
|Norway                    |  | 5,551,582       |   | 5,096,684       |  
|Western Europe(1)         |  | 602,000         |   | 292,905         |  
|Central Europe(2)         |  | 158,668         |   | 50,581          |  
|Eastern Europe(3)         |  | 69,031          |   | 113,443         |  
|Intercompany eliminations |  | (337,065        | ) | (336,803        | )
|                          |  |                 |   |                 |  
|Total assets              |  | 6,044,216       |   | 5,216,810       |  
|                          |  |                 |   |                 |  

---

3.    BUSINESS SEGMENTS

Findexa operates in two business segments: DirectoriesNorway (Norway), the Group's directory services in Norway, and International Operations
(International), the Group's directory services outside Norway.

The
business segments Findexa reported below are consistent with reporting to the group management and Board of Directors. The primary measures for assessing performance and allocating
resources and revenue and operating profit (loss).

F-81

---

Operating results

|                                                |  | Period November 16, 2001 to
December 31, 2001 |  
|----------------------------------------------- |  | --------------------------------------------- | -
|
|
|Operating revenue                               |  | 64,495                                        |  
|Gain on disposal of fixed assets and operations |  |                                              |  
|                                                |  |                                               |  
|Total Revenue                                   |  | 64,495                                        |  
|                                                |  |                                               |  
|Cost of materials and printing                  |  | 4,873                                         |  
|Salaries and personnel costs                    |  | 38,722                                        |  
|Other operating expenses                        |  | 59,611                                        |  
|Depreciation and amortization                   |  | 69,978                                        |  
|Impairment of fixed assets                      |  | 660                                           |  
|                                                |  |                                               |  
|Total operating expenses                        |  | 173,844                                       |  
|                                                |  |                                               |  
|Operating (loss)                                |  | (109,349                                      | )
|                                                |  |                                               |  
|Income from associated companies                |  | (5,917                                        | )
|Capital expenditures in fixed assets            |  | 7,052                                         |  

|                                                |  | Year ended
December 31, 2002 |  
|----------------------------------------------- |  | ---------------------------- | -
|
|
|Operating revenue                               |  | 1,531,546                    |  
|Gain on disposal of fixed assets and operations |  |                             |  
|                                                |  |                              |  
|Total Revenue                                   |  | 1,531,546                    |  
|                                                |  |                              |  
|Cost of materials and printing                  |  | 120,409                      |  
|Salaries and personnel costs                    |  | 399,395                      |  
|Other operating expenses                        |  | 571,489                      |  
|Loss on disposition of assets and operations    |  |                             |  
|Depreciation and amortization                   |  | 539,262                      |  
|Impairment of fixed assets                      |  | 661                          |  
|Impairment of goodwill                          |  |                             |  
|                                                |  |                              |  
|Total operating expenses                        |  | 1,631,216                    |  
|                                                |  |                              |  
|Operating (loss)                                |  | (99,670                      | )
|                                                |  |                              |  
|Income from associated companies                |  | 5,241                        |  
|Capital expenditures in fixed assets            |  | 16,287                       |  

F-82

---

Balance Sheet and Investments

|                                          |  | Year ended December 31, 2001
|----------------------------------------- |  | ----------------------------
|
|
|Fixed assets (excl. associated companies) |  | 5,720,750                   
|Current assets                            |  | 749,302                     
|Associated companies                      |  | 20,692                      
|                                          |  |                             
|Total assets                              |  | 6,490,744                   
|                                          |  |                             
|Long-term liabilities incl. provisions    |  | 5,421,792                   
|Short-term liabilities                    |  | 893,935                     
|                                          |  |                             
|Total liabilities                         |  | 6,315,727                   
|                                          |  |                             
|Net deferred tax assets                   |  | 635,261                     

|                                          |  | Year ended December 31, 2002
|----------------------------------------- |  | ----------------------------
|
|
|Fixed assets (excl. associated companies) |  | 5,370,705                   
|Current assets                            |  | 663,093                     
|Associated companies                      |  | 25,933                      
|                                          |  |                             
|Total assets                              |  | 6,059,731                   
|                                          |  |                             
|Long-term liabilities incl. provisions    |  | 5,214,873                   
|Short-term liabilities                    |  | 558,880                     
|                                          |  |                             
|Total liabilities                         |  | 5,773,753                   
|                                          |  |                             
|Net deferred tax liability                |  | 464,339                     

F-83

---

4.    COST OF MATERIALS AND PRINTINGSee Findexa II AS, Note 4.

5.    PENSION OBLIGATIONSSee Findexa II AS, Note 5.

6.    SALARIES AND PERSONNEL COSTSSee Findexa II AS, Note 6.

7.    OTHER OPERATING EXPENSES

|                                                      |  | Predecessor |  | Succesor
|----------------------------------------------------- |  | ----------- |  | --------
|
|
|Cost of premises, vehicles, office equipment, etc     |  | 96,123      |  | 13,732  
|Travel and travel allowances                          |  | 40,692      |  | 14,485  
|Marketing and advertising                             |  | 70,459      |  | 22,709  
|Bad debt                                              |  | 56,349      |  | 4,700   
|Distribution                                          |  | 68,584      |  | 18,432  
|Management fee to Telenor                             |  | 21,000      |  |        
|Consultancy fees and hired personnel                  |  | 89,334      |  | 13,497  
|Invoicing and database services rendered from Telenor |  | 26,755      |  | 184     
|Margin on work in progress(1)                         |  |            |  | 48,858  
|Other                                                 |  | 111,428     |  | 22,080  
|                                                      |  |             |  |         
|Total other operating expenses                        |  | 580,724     |  | 158,677 
|                                                      |  |             |  |         

---

F-84

---

8.    IMPAIRMENT OF GOODWILL AND FIXED ASSETSSee Findexa II AS, Note 8.

9.    SOFTWARE DEVELOPMENT COSTSSee Findexa II AS, Note 9.

10.    FINANCIAL INCOME AND EXPENSES

|                          |  | Period
November 16,
2001 to
December 31,
2001 |   | Year ended
December 31,
2002 |  
|------------------------- |  | --------------------------------------------- | - | ---------------------------- | -
|
|Interest income           |  | 3,389                                         |   | 34,532                       |  
|Foreign currency gains(1) |  |                                              |   | 121,703                      |  
|Other financial income    |  | 214                                           |   | 626                          |  
|                          |  |                                               |   |                              |  
|Total financial income    |  | 3,603                                         |   | 156,861                      |  
|                          |  |                                               |   |                              |  
|Interest expense(2)       |  | 83,741                                        |   | 561,611                      |  
|Foreign currency losses   |  | 25,097                                        |   | 30,687                       |  
|Other financial expenses  |  | 2,195                                         |   | 9,589                        |  
|                          |  |                                               |   |                              |  
|Total financial expenses  |  | 111,033                                       |   | 601,887                      |  
|                          |  |                                               |   |                              |  
|Net financial items       |  | (107,430                                      | ) | (445,026                     | )
|                          |  |                                               |   |                              |  

---

F-85

---

11.    TAXESSee Findexa II AS, Note 11, except as noted below:

Income tax expense consists of the following:

|                                              |  | Period
November 16,
2001 to
December 31,
2001 |   | Year ended
December 31,
2002 |  
|--------------------------------------------- |  | --------------------------------------------- | - | ---------------------------- | -
|
|Loss before taxes and minority interest       |  |                                               |   |                              |  
|Norway                                        |  | (233,911                                      | ) | (919,395                     | )
|Outside Norway(1)                             |  | (24,825                                       | ) | (74,346                      | )
|                                              |  |                                               |   |                              |  
|Total loss before taxes and minority interest |  | (258,736                                      | ) | (993,741                     | )
|                                              |  |                                               |   |                              |  
|Taxes                                         |  |                                               |   |                              |  
|Tax (expense) benefit on Norwegian income     |  | (77,471                                       | ) | 6,832                        |  
|Changes in deferred taxes                     |  | 7,372                                         |   | (168,767                     | )
|Taxes payable outside Norway                  |  | 9,607                                         |   | 7,443                        |  
|                                              |  |                                               |   |                              |  
|Total tax expense                             |  | (60,492                                       | ) | (154,492                     | )
|                                              |  |                                               |   |                              |  

Below
is a reconciliation of total income tax expense during the period to income tax expense at the statutory income tax rate in Norway:

|                                                                                       |  | Period
November 16,
2001 to
December 31,
2001 |   | Year ended
December 31,
2002 |  
|-------------------------------------------------------------------------------------- |  | --------------------------------------------- | - | ---------------------------- | -
|
|Expected income taxes according to statutory tax rate (28%)(2)                         |  | (72,446                                       | ) | (278,247                     | )
|Tax-differences abroad                                                                 |  | (1,235                                        | ) | (2,752                       | )
|Valuation allowance recorded on net losses from joint ventures and subsidiaries abroad |  | 4,792                                         |   | 26,610                       |  
|Non-deductible expenses/Non-taxable income                                             |  | 995                                           |   | 8,435                        |  
|Tax savings from restructuring(3)                                                      |  |                                              |   | (51,024                      | )
|Amortization of goodwill                                                               |  | 7,874                                         |   | 142,200                      |  
|Other                                                                                  |  | (472                                          | ) | 286                          |  
|                                                                                       |  |                                               |   |                              |  
|Income tax expense                                                                     |  | (60,492                                       | ) | (154,492                     | )
|                                                                                       |  |                                               |   |                              |  
|Effective tax rate in %                                                                |  | 23.4                                          |   | 15.6                         |  
|                                                                                       |  |                                               |   |                              |  

---

F-86

---

|                                                        |  | At December 31,
2001 |   | At December 31,
2002 |  
|------------------------------------------------------- |  | -------------------- | - | -------------------- | -
|
|
|Tangible and intangible assets                          |  |                     |   | 640,992              |  
|Other long-term items                                   |  | 6,069                |   | 10,605               |  
|                                                        |  |                      |   |                      |  
|Total long-term assets and liabilities                  |  | 6,069                |   | 651,597              |  
|                                                        |  |                      |   |                      |  
|Current assets                                          |  |                     |   | 31,931               |  
|Current liabilities                                     |  | 17,335               |   |                     |  
|                                                        |  |                      |   |                      |  
|Total current assets and liabilities                    |  | 17,335               |   | 31,931               |  
|                                                        |  |                      |   |                      |  
|Taxable losses carried forward                          |  | 101,149              |   |                     |  
|Valuation allowance                                     |  | (99,460              | ) |                     |  
|                                                        |  |                      |   |                      |  
|Deferred tax liability and assets                       |  | 25,093               |   | 683,528              |  
|                                                        |  |                      |   |                      |  
|Net deferred tax assets (liabilities) as of December 31 |  |                     |   | (658,435             | )
|                                                        |  |                      |   |                      |  

F-87

---



12.    INTANGIBLE ASSETS

Net Book Value
At December 31,
2001

Net Book Value
At December 31,
2002(in NOK thousands)Goodwill

3,502,637

3,083,116Advertiser lists

1,070,559

814,334Brand names

1,090,972

1,031,313Other intangible assets

152,998

99,946Software

76,249

46,657Debt issuance costs

53,031

41,309Deferred tax asset



4,651Total intangible assets

5,946,446

5,121,326


13.    TANGIBLE ASSETSSee Findexa II AS, Note 13.

14.    FINANCIAL ASSETSFindexa II AS, Note 14.

15.    SHARES IN SUBSIDIARIES

|Company                                 |  | Registered
office |  | Shares
owned |   | Voting
rights |   | Shares
pledged(1)
|--------------------------------------- |  | ----------------- |  | ------------ | - | ------------- | - | -----------------
|Findexa Group AS                        |  | Norway            |  | 100.00       | % | 100.00        | % |                  
|Findexa Holding AS                      |  | Norway            |  | 100.00       | % | 100.00        | % | 3,810 million    
|Findexa AS                              |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|BizKit AS                               |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|Gule Sider AS                           |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|Telefonkatalogens Gule Sider AS         |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|Gule Sider Internett AS                 |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|Publishing AS                           |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|Kvalex AS                               |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|Findexa East Holding AS                 |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|Bedriftskatalogen AS                    |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|Lokalveiviseren Informasjonsforlaget AS |  | Norway            |  | 100.00       | % | 100.00        | % | 860 million      
|Ditt Distrikt AS                        |  | Norway            |  | 100.00       | % | 100.00        | % |                  
|Kartforlaget AS                         |  | Norway            |  | 100.00       | % | 100.00        | % |                  
|Forvaltningsforlaget ANS                |  | Norway            |  | 100.00       | % | 100.00        | % |                  
|Findexa Belgium SCA                     |  | Belgium           |  | 99.99        | % | 99.99         | % |                  
|OY Findexa AB                           |  | Finland           |  | 60.00        | % | 60.00         | % |                  
|Findexa Interinfo Finland OY            |  | Finland           |  | 100.00       | % | 100.00        | % |                  
|Findexa Holding France SA               |  | France            |  | 99.99        | % | 99.99         | % |                  
|Soleil Publicitè S.A.                   |  | France            |  | 99.90        | % | 99.90         | % |                  
|Annuaires Telephonique De Bretagne S.A. |  | France            |  | 100.00       | % | 100.00        | % |                  
|Annuare Phone Edition Holding S.A.      |  | France            |  | 98.10        | % | 98.10         | % |                  
|Annuare Toulousain S.A.                 |  | France            |  | 99.00        | % | 99.00         | % |                  
|Nord Communication Annuiares S.A.       |  | France            |  | 99.90        | % | 99.90         | % |                  

F-88

---

|Communication Media Annuiares S.A.        |  | France     |  | 99.00  | % | 99.00  | % | 
|----------------------------------------- |  | ---------- |  | ------ | - | ------ | - | 
|Littoral Communication Annuiares S.A.     |  | France     |  | 99.00  | % | 99.00  | % | 
|Findexa Eesti AS                          |  | Estonia    |  | 100.00 | % | 100.00 | % | 
|Interinfo Latvija SIA                     |  | Latvia     |  | 100.00 | % | 100.00 | % | 
|Findexa Lietuva UAB                       |  | Lithuania  |  | 100.00 | % | 100.00 | % | 
|Findexa Luxembourg SaRL                   |  | Luxembourg |  | 100.00 | % | 100.00 | % | 
|Telenor Media Polska SP. z.o.o            |  | Poland     |  | 100.00 | % | 100.00 | % | 
|Nord Trans Biuro Reklam Sp.z.o.o.         |  | Poland     |  | 86.74  | % | 86.74  | % | 
|OOO Directoria                            |  | Russia     |  | 100.00 | % | 100.00 | % | 
|ZAO Euroadress                            |  | Russia     |  | 100.00 | % | 100.00 | % | 
|OOO Directoria Sever                      |  | Russia     |  | 100.00 | % | 100.00 | % | 
|Agendas Telefonicas Fxa España Holding SA |  | Spain      |  | 100.00 | % | 100.00 | % | 
|Tureles Portonovo Lein SA                 |  | Spain      |  | 100.00 | % | 100.00 | % | 
|Nord Trans Handelshus AB                  |  | Sweden     |  | 100.00 | % | 100.00 | % | 
|Findexa Ukraine Ltd                       |  | Ukraine    |  | 100.00 | % | 100.00 | % | 

---

16.    JOINT VENTURESFindexa II AS, Note 16.

17.    CURRENT RECEIVABLES

At December 31,2001

2002(in NOK thousands)Accounts receivableAccounts receivable

476,616

357,406Provision for bad debt

(133,458
)
(112,352
)Total accounts receivables

343,158

245,054Prepaid expenses and accrued revenuePrepaid expenses

300,734

136,499Accrued revenue

2,202

7,838Total prepaid expenses and accrued revenue

302,936

144,337Other current receivablesReceivables from employees

1,895

1,386Other short-term receivables

15,635

49,643Total other current receivables

17,530

51,029Total current receivables

663,624

440,420


F-89

---

18.    PROVISIONS

At December 31,
2001

At December 31,
2002(in NOK thousands)Net deferred tax liability

658,435

494,359Net pension plan liability

16,765

14,287Other provisions

11,576

13,861Total provisions

686,776

522,507


19.    INTEREST-BEARING LIABILITIESSee Findexa II AS Note 19, except as noted below:

At December 31,
2001

At December 31,
2002(in NOK thousands)Short-term interest bearing liabilities

75,076

168,293Loan from joint venture partner

8,058

5,045Term loan A

1,650,000

1,500,000Term loan B

575,000

575,000Senior notes

1,114,085

1,017,536Subordinated deferred interest notes(1)

208,013

222,874Subordinated shareholder loans(1)

1,219,027

1,411,469Other

11,253

9,715Long-term interest bearing liabilities

4,785,436

4,741,639Total interest bearing liabilities

4,860,512

4,909,932


---

Findexa I AS has restrictions on its ability to pay dividends to Findexa II AS. Dividends can only be paid for specific items such
as administrative fees and interest costs.

The
Group obtained bridge financing in the amount of NOK 1,110 million under the subordinated bridging loan from certain banks and lenders with Citibank International plc as the
facility agent. Fees of NOK 9.7 million were expensed during the period November 16, 2001 to December 31, 2001.

The
Group obtained a NOK 400 million revolving loan from Citibank International. The revolving loan facility will cease to be available for drawing on February 29, 2008,
and all advances then outstanding under it will be due March 31, 2008. As of December 31, 2002, no amounts had been drawn on the revolving loan facility. The Group incurs annual fees at
a fixed rate of 0.75%, calculated on the basis of the total loan facility and has expensed NOK 0.4 million and NOK 3.0 million in the period November 16, 2001 to
December 31, 2001 and 2002, respectively.

Findexa
I AS obtained a subordinated shareholder loan from Findexa II AS of NOK 1,219 million which accrues interest at a fixed interest rate of 15% per annum. This loan matures
and cannot be repaid prior to the later of June 1, 2013 or the 180th day following repayment of the senior credit facilities. These loans do not amortize or bear cash interest
before June 1, 2013.

F-90

---

Findexa
I AS obtained proceeds from the Group's subordinated deferred interest shareholder loans with a principle amount of Euro 27.5 million (for which the Group received
proceeds of NOK 215 million on November 16, 2001) and which Findexa I AS received NOK 208 million. The loan bears interest at a fixed interest rate at 14.5%. This interest is
deferred until a specified adjusted EBITDA (as defined in the indenture)/consolidated interest expense rate is at least 2.0 to 1.0. Thereafter interest is payable in cash on June 1 and
December 1. The loan matures on June 1, 2012. This loan had an effective annualized interest rate of 14.50% and 14.78% for the period November 16, 2001 to December 31, 2001
and 2002, respectively.

In
December 2001, Findexa I AS received proceeds from the Group's €145 million loan to replace the NOK 1,110 million bridge financing for which the
Group received proceeds of NOK 1,160 million, and which Findexa I AS received NOK 1,119, on December 10, 2001. The loan matures on December 1, 2011, and bears interest at a fixed
interest rate of 10.25% payable semi-annually in arrears. This loan had an effective annualized interest rate of 10.25% and 9.67% for the month of December 31, 2001 and the year
2002, respectively.

Maturities
of the Company's interest-bearing liabilities as of December 31, 2002, are as follows:

Year

Installment(in NOK thousands)2003

168,2932004

235,2932005

300,0002006

325,0002007

400,0002008 and later

3,481,346Total long-term interest bearing liabilities

4,909,932


20.    SHORT-TERM NON-INTEREST-BEARING LIABILITIES

At December 31,
2001

At December 31,
2002(in NOK thousands)Accounts payable

104,152

111,592Group contribution (dividend to shareholder)

323,519

17,941Accrued VAT, social security, withheld taxes from employees, etc.

155,226

80,852Taxes payable

96,243

8,801Accrued interest expense

52,018

78,169Other accrued expenses

124,680

113,081Deferred revenue

105,774

169,744Allowance for customer complaints

24,842

23,922Other short-term liabilities

54,291

71,704Total short-term non-interest bearing liabilities

1,040,805

675,806


F-91

---



FINDEXA I AS        NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

21.    GUARANTEESSee Findexa II AS, Note 21.

22.    CONTINGENCIES, COMMITMENTS AND CONTRACTUAL OBLIGATIONSSee Findexa II AS, Note 22.

23.    FINANCIAL INSTRUMENTS AND RISK MANAGEMENTSee Findexa II AS, Note 23.

24.    RELATED PARTIESsee Findexa II AS, Note 24.

25.    ADDITIONAL INFORMATION ABOUT CASH AND CASH FLOWSSee Findexa II AS, Note 25.

26.    ADDITIONAL INFORMATION ABOUT DISCONTINUED OPERATIONSSee Findexa II AS, Note 26.

27.    MINORITY INTERESTSSee Findexa II AS, Note 27.

28.    INTERNATIONAL RESTRUCTURINGSee Findexa II AS, Note 28.

29.    UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The Group's consolidated financial statements have been prepared under Norwegian GAAP, which differs in certain respects from U.S. GAAP. The principal differences
between the Group's accounting principles under Norwegian GAAP and U.S. GAAP for the period from November 16, 2001 to December 31, 2001 and the year ended December 31, 2002, are
set out below:



F-92

---





| |                                | Period
November 16, 2001 to
December 31, 2001 |         
| | ------------------------------ | --------------------------------------------- | --------
| | Unaudited pro forma net (loss) |                                               | (260,574





F-93

---











F-94

---







F-95

---







F-96

---





29.    UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

II.    Reconciliation of net income from Norwegian GAAP to U.S. GAAP:

|                                                                                  |  |    |  | Period
November 16, 2001
to December 31, |   | Year ended
December 31, |  
|--------------------------------------------------------------------------------- |  | -- |  | ---------------------------------------- | - | ----------------------- | -
|
|
|Net income in accordance with Norwegian GAAP                                      |  |    |  | (197,940                                 | ) | (838,560                | )
|                                                                                  |  |    |  |                                          |   |                         |  
|Adjustments for U.S. GAAP:                                                        |  |    |  |                                          |   |                         |  
|Revenues                                                                          |  |    |  |                                          |   |                         |  
|Revenuedelivery method                                                           |  | 1a |  | (146,526                                 | ) |                        |  
|Revenuedeferral method                                                           |  | 1c |  |                                         |   | 34,023                  |  
|Proportionate consolidation revenues                                              |  | 3  |  | (54,985                                  | ) | (109,262                | )
|Operating expenses                                                                |  |    |  |                                          |   |                         |  
|Operating expensesdelivery method                                                |  | 2a |  | 101,242                                  |   |                        |  
|Operating expensesdeferral method                                                |  | 2c |  |                                         |   | (28,258                 | )
|Goodwill amortization                                                             |  | 4  |  | 27,626                                   |   | 212,662                 |  
|Goodwill impairment                                                               |  | 5  |  |                                         |   | (33,825                 | )
|Restructuring                                                                     |  | 6  |  |                                         |   | 15,759                  |  
|Proportionate consolidation operating expenses                                    |  | 3  |  | 39,500                                   |   | 219,755                 |  
|                                                                                  |  |    |  |                                          |   |                         |  
|Effect on operating profit                                                        |  |    |  | (33,143                                  | ) | 310,854                 |  
|Proportionate consolidation                                                       |  | 3  |  | 15,484                                   |   | (110,493                | )
|Hedging arrangement                                                               |  | 7  |  |                                         |   | (6,651                  | )
|Tax benefit for Spanish operations                                                |  | 12 |  |                                         |   | (39,076                 | )
|Tax effect of U.S. GAAP adjustments                                               |  | 8  |  | 12,680                                   |   | (4,165                  | )
|                                                                                  |  |    |  |                                          |   |                         |  
|Net income before cumulative effect of a change in accounting principle           |  |    |  | (202,919                                 | ) | (688,091                | )
|Revenuecumulative effect of change in accounting principle, net of tax           |  | 1b |  |                                         |   | (563,787                | )
|Operating expensecumulative effect of change in accounting principle, net of tax |  | 2b |  |                                         |   | 17,712                  |  
|                                                                                  |  |    |  |                                          |   |                         |  
|Net income in accordance with U.S. GAAP                                           |  |    |  | (202,919                                 | ) | (1,234,166              | )
|                                                                                  |  |    |  |                                          |   |                         |  

F-97

---

III.  Reconciliation of shareholder's equity from Norwegian GAAP to U.S. GAAP:

|                                                                       |  |    |  | Period
November 16, 2001
to December 31, |   | Year ended
December 31, |  
|---------------------------------------------------------------------- |  | -- |  | ---------------------------------------- | - | ----------------------- | -
|
|
|Shareholder's equity in accordance with Norwegian GAAP                 |  |    |  | 530,573                                  |   | 32,543                  |  
|Adjustments for U.S. GAAP:                                             |  |    |  |                                          |   |                         |  
|Revenuedelivery method                                                |  | 1a |  | (146,526                                 | ) | (146,526                | )
|Revenuecumulative effect of change in accounting principle            |  | 1b |  |                                         |   | (783,037                | )
|Revenuedeferral method                                                |  | 1c |  |                                         |   | 34,023                  |  
|Operating expensesdelivery method                                     |  | 2a |  | 101,242                                  |   | 101,242                 |  
|Operating expensescumulative effect of change in accounting principle |  | 2b |  |                                         |   | 24,600                  |  
|Operating expensesdeferral method                                     |  | 2c |  |                                         |   | (28,258                 | )
|Goodwill pushdown accounting                                           |  | 9  |  | 229,474                                  |   | 229,474                 |  
|Goodwill amortization                                                  |  | 4  |  | 27,626                                   |   | 240,288                 |  
|Group contribution                                                     |  | 11 |  | 323,519                                  |   | 12,918                  |  
|Goodwill impairment                                                    |  | 5  |  |                                         |   | (33,825                 | )
|Restructuring                                                          |  | 6  |  |                                         |   | 15,759                  |  
|Hedging arrangement                                                    |  | 7  |  |                                         |   | (6,651                  | )
|Tax benefit for Spanish operations                                     |  | 12 |  |                                         |   | (39,076                 | )
|Tax effect of U.S. GAAP adjustments                                    |  | 8  |  | 12,680                                   |   | 220,877                 |  
|Minority interests                                                     |  | 10 |  | (2,280                                   | ) |                        |  
|                                                                       |  |    |  |                                          |   |                         |  
|Shareholder's equity in accordance with U.S. GAAP                      |  |    |  | 1,076,308                                |   | (125,649                | )
|                                                                       |  |    |  |                                          |   |                         |  

IV.  The following table reflects the components of comprehensive income under U.S. GAAP:

|                           |                        | Period
November 16, 2001
to December 31, |          | Year ended
December 31, |           
|-------------------------- | ---------------------- | ---------------------------------------- | -------- | ----------------------- | ----------
|
|
|Other comprehensive income |                        |                                          |          |                         |           
|                           | Net income             |                                          | (202,919 | )                       | (1,234,166
|                           | Translation adjustment |                                          | 1,395    |                         | 32,209    
|                           |                        |                                          |          |                         |           
|Comprehensive income       |                        | (201,524                                 | )        | (1,201,957              | )         
|                           |                        |                                          |          |                         |           

F-98

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FINDEXA I AS    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(This page has been left blank intentionally.)

F-99

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Item 19.    Exhibits

Documents filed as exhibits to this annual report:

|Exhibit Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                  
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1            |  | Articles of Association of Findexa II AS.*                                                                                                                                                                                                                                                                                                                                                                                   
|1.2            |  | Articles of Association of Findexa I AS.*                                                                                                                                                                                                                                                                                                                                                                                    
|2.1            |  | Share Purchase Agreement, dated September 16, 2001, among Findexa I AS (formerly, TPG Media Invest I AS), Telenor ASA and TPG Partners II, L.P., regarding the acquisition by Findexa II AS of the entire issued share capital of Findexa Holding AS
(formerly, Telenor Media Holding AS).*                                                                                                                                  
|2.2            |  | Indenture, dated December 10, 2001, among Findexa II AS, Findexa I AS and the Bank of New York.*                                                                                                                                                                                                                                                                                                                             
|2.3            |  | Registration Rights Agreement, dated as of December 5, 2001, among Findexa II AS, Findexa I AS, Salomon Brothers International Limited, The Royal Bank of Scotland plc and WestLB Panmure Limited.*                                                                                                                                                                                                                          
|2.4            |  | Amendment and Restated Agreement dated November 14, 2001 relating to a Credit Agreement dated September 16, 2001 among Findexa I AS, Citibank International plc, Citibank, N.A., Salomon Brothers International Limited and Other Banks (as defined
therein).*                                                                                                                                                               
|2.5            |  | Amended and Restated Note Purchase Agreement, dated November 13, 2001, among Findexa II AS, GSC European Mezzanine Fund, L.P., GSC European Mezzanine Parallel Investors, L.P., GSC European Mezzanine Co-Investment Fund, L.P., GSC European Mezzanine
Offshore Fund, L.P., GSC European Mezzanine Offshore Parallel Investors, L.P., and Citibank International plc.*                                                      
|2.6            |  | Intercreditor Agreement, dated November 14, 2001, among Findexa II AS, Findexa I AS and certain of its subsidiaries named therein and the Senior Banks (as defined therein), Citibank International plc, the Subordinated Banks (as defined therein) and
Citibank, N.A.*                                                                                                                                                     
|2.7            |  | Subordinated Shareholder Loan Intercreditor Agreement, dated November 13, 2001, among Findexa IV AS, Findexa III AS, Findexa II AS, GSC European Mezzanine Fund, L.P., GSC European Mezzanine Parallel Investors, L.P., GSC European Mezzanine Co.
Investors, L.P., GSC European Mezzanine Co. Investment Fund, L.P., GSC European Mezzanine Offshore Fund L.P. and GSC European Mezzanine Offshore Parallel Investors, L.P.*
|2.8            |  | Newco Intercompany Loan Agreement, dated November 14, 2001, between Findexa II AS and Findexa I AS.*                                                                                                                                                                                                                                                                                                                         
|4.1            |  | Agreement regarding delivery of catalog paper dated November 29, 2001, between Findexa AS and Holmen Paper AB.*                                                                                                                                                                                                                                                                                                              
|4.2            |  | Agreement regarding delivery of catalog paper, dated November 28, 2001, between Findexa AS and UPM-Kymmene AS.*                                                                                                                                                                                                                                                                                                              
|4.3            |  | Agreement dated August 10, 1999, between Mohndruck Graphische Betriebe GmbH and Telenor Media AS.*                                                                                                                                                                                                                                                                                                                           
|4.4            |  | Supplementary Agreement No. 1 between Mohndruck Graphische Betriebe GmbH and Telenor Media AS.*                                                                                                                                                                                                                                                                                                                              
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                              

F-100

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|4.5  |  | Employment Agreement, dated January 10, 2002, between Findexa Group AS and Peter Darpö.                                              
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------
|4.6  |  | Lease Agreement, dated December 21, 2001, between Kjørbo Eiendom AS and Findexa AS (English translation).                            
|4.7  |  | Supplementary Lease Agreement, dated December 21, 2001, between Kjørbo Eiendom AS and Findexa AS (English translation).              
|4.8  |  | Supplementary Lease Agreement, dated December 21, 2001, between Kjørbo Eiendom AS and Findexa AS (English translation).              
|7.1  |  | Statement setting forth the computation of the ratio of earnings to fixed charges.                                                   
|8.1  |  | List of Findexa II AS significant subsidiaries.                                                                                      
|99.1 |  | Certification of CEO pursuant to 17 C.F.R. 240.13a-14 or 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|99.2 |  | Certification of CFO pursuant to 17 C.F.R. 240.13a-14 or 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|99.3 |  | Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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F-101

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SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this annual report on its behalf.

|                  |  | FINDEXA II AS
|----------------- |  | -------------
|                  |  | By:          
|                  |  | FINDEXA I AS 
|                  |  | By:          
|Date: May 1, 2003 |  |              

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