UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended June 30, 2005
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from to

(Mark one)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 333-102395

~~Dex~~DEX ~~Media~~MEDIA ~~East~~EAST LLC

(Exact name of registrant as specified in its charter)

Delaware		42-1554575
(State or other jurisdiction of		(IRS Employer
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
incorporation or organization)		Identification No.)
1001 Winstead Drive, Cary, N.C.		27513
(Address of principal executive offices)		(Zip Code)

(919) 297-1600 ~~198 Inverness Drive West~~

Englewood, Colorado

80112

(Address of principal executive offices)

(303) 784-2900

(Registrant’s telephone number, including area code)

N/A

(Former Name, Former Address and Former
Fiscal Year, if Changed Since Last Report)

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 þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. ~~(as~~See ~~defined~~definition inof “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one)~~. Yes o No þ~~:

~~THE~~Large ~~REGISTRANT~~Accelerated ~~MEETS~~Filer ~~THE~~o Accelerated ~~CONDITIONS~~Filer ~~SET FORTH IN GENERAL INSTRUCTIONS H(1)(a) AND (b) OF FORM 10~~o Non-QAccelerated ~~AND~~Filer ISþ ~~THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.~~

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~TABLE~~Exchange OFAct). ~~CONTENTS~~Yes o No þ

		Page
		No.
PART I: FINANCIAL INFORMATION			2
Item 1.	Financial Statements		2
	Condensed Consolidated Balance Sheets (unaudited) — June 30, 2005 and December 31, 2004		2
	Condensed Consolidated Statements of Operations (unaudited) — Three months and six months ended June 30, 2005 and 2004		3
	Condensed Consolidated Statements of Cash Flows (unaudited) — Six months ended June 30, 2005 and 2004		4
	Notes to Condensed Consolidated Financial Statements (unaudited)		5
Item 2.	Management’s Narrative Analysis of Results of Operations*		15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		22
Item 4.	Controls and Procedures		22
PART II: OTHER INFORMATION			23
Item 1.	Legal Proceedings		23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 3.	Defaults Upon Senior Securities		23
Item 4.	Submission of Matters to a Vote of Security Holders		23
Item 5.	Other Information		24
Item 6.	Exhibits		24
Signature			25
Fifth Amendment to the Credit Agreement
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302

As of November 1, 2007, R.H. Donnelley Corporation indirectly owned all of the registrant’s owner’s equity.

*THE ~~Pursuant~~REGISTRANT toIS ~~General~~AN ~~Instructions~~INDIRECT ~~H(2)(a) of Form 10~~WHOLLY-Q:OWNED ~~(i)~~SUBSIDIARY ~~the~~OF ~~information~~R.H. ~~called~~DONNELLEY ~~for~~CORPORATION. byTHE ~~Item~~REGISTRANT MEETS 2THE ofCONDITIONS ~~Part~~SET I,FORTH ~~Management’s~~IN ~~Discussion~~GENERAL ~~and~~INSTRUCTION ~~Analysis~~H of(1)(a) ~~Financial~~AND ~~Condition and Results of Operations, has been omitted and~~ (iib) OF ~~the~~FORM ~~registrant~~10-Q isAND ~~providing~~IS THEREFORE aFILING ~~management’s~~THIS ~~analysis~~FORM ofWITH ~~results~~THE ofREDUCED ~~operations~~DISCLOSURE FORMAT.

PART I.

FINANCIAL INFORMATION

Item 1. Financial Statements

DEX MEDIA EAST LLC

ANINDEX ~~INDIRECT~~TO ~~WHOLLY-OWNED~~FORM ~~SUBSIDIARY OF DEX MEDIA, INC.~~10-Q

Beginning with the Quarterly Report on Form 10-Q (the “Form 10-Q”) for the period ended June 30, ~~CONDENSED~~2007, ~~CONSOLIDATED~~Dex ~~BALANCE~~Media ~~SHEETS~~East LLC has modified its periodic reporting as compared to previously filed Quarterly Reports. Although this Form 10-Q contains all information required by applicable rules and regulations, it does not repeat certain information contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the “Form 10-K”). As a result, this Form 10-Q should be read together with the Form 10-K.

(Dollars in thousands)


	PAGE
PART I: FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets at September 30, 2007 and December 31, 2006 (Successor Company)		3

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended September 30, 2007 and September 30, 2006 (Successor Company)		4

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Nine Months Ended September 30, 2007, the Eight Months Ended September 30, 2006 (Successor Company) and the One Month Ended January 31, 2006 (Predecessor Company)		5

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2007, the Eight Months Ended September 30, 2006 (Successor Company) and the One Month Ended January 31, 2006 (Predecessor Company)		6

Notes to Condensed Consolidated Financial Statements		7

Item 2. Management’s Narrative Analysis of Results of Operations*		15

Item 3. Quantitative and Qualitative Disclosures About Market Risk**		20

Item 4. Controls and Procedures		20

PART II: OTHER INFORMATION		21

Item 1. Legal Proceedings		21

Item 1A. Risk Factors		21

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds***		21

Item 3. Defaults Upon Senior Securities***		21

Item 4. Submission of Matters to a Vote of Security Holders***		21

Item 5. Other Information		21

Item 6. Exhibits		22

SIGNATURES		23
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1

(Unaudited)


*		Pursuant to General Instruction H(2)(a) of Form 10-Q: (i) the information called for by Item 2 of Part I, Management’s Discussion and Analysis of Financial Condition and Results of Operations has been omitted and (ii) the registrant is providing a Management’s Narrative Analysis of Results of Operations.

**		Omitted pursuant to General Instruction H(2)(c) of Form 10-Q.

***		Omitted pursuant to General Instruction H(2)(b) of Form 10-Q.

			As of			As of
			June 30,			December 31,
			2005			2004
ASSETS
Current assets:
	Cash and cash equivalents		$	—		$	—
	Accounts receivable, net			54,480			56,123
	Deferred directory costs			140,563			135,417
	Current deferred income taxes			23,099			8,189
	Other current assets			5,775			5,181
		Total current assets		223,917			204,910
Property, plant and equipment, net				52,828			50,750
Goodwill				890,731			890,731
Intangible assets, net				1,286,833			1,363,673
Deferred income taxes				5,500			38,297
Deferred financing costs				43,547			50,924
Other assets				1,052			1,180
		Total Assets	$	2,504,408		$	2,600,465
LIABILITIES AND OWNER’S EQUITY
Current liabilities:
	Accounts payable		$	32,985		$	38,997
	Amounts due to affiliate			8,591			6,311
	Deferred revenue and customer deposits			99,842			96,587
	Accrued interest payable			13,744			14,463
	Current portion of long-term debt			155,525			105,232
	Other accrued liabilities			4,847			10,134
		Total current liabilities		315,534			271,724
Long-term debt				1,504,592			1,655,302
Amounts due to affiliate related to post-retirement obligations				41,013			38,843
Other liabilities				1,465			1,028
		Total Liabilities		1,862,604			1,966,897
Commitments and contingencies (Note 10)
Owner’s interest				686,242			705,906
Accumulated deficit				(44,385	)		(71,550	)
Accumulated other comprehensive loss				(53	)		(788	)
		Total Owner’s Equity		641,804			633,568
		Total Liabilities and Owner’s Equity	$	2,504,408		$	2,600,465

See accompanying notes to condensed consolidated financial statements.

~~DEX~~PART ~~MEDIA~~I. ~~EAST~~FINANCIAL ~~LLC~~INFORMATION Item I. Financial Statements

ANDex ~~INDIRECT~~Media ~~WHOLLY-OWNED~~East ~~SUBSIDIARY OF DEX MEDIA, INC.~~ LLC

~~CONDENSED~~Condensed ~~CONSOLIDATED~~Consolidated ~~STATEMENTS~~Balance OFSheets ~~OPERATIONS~~(Unaudited)

(Dollars in thousands)


	Successor Company
(in thousands)	September 30, 2007			December 31, 2006

Assets
Current Assets
Cash and cash equivalents	$	3,356		$	—
Accounts receivable
Billed		49,953			59,921
Unbilled		223,492			189,801
Allowance for doubtful accounts and sales claims		(6,324	)		(6,673	)

Net accounts receivable		267,121			243,049
Deferred directory costs		53,212			56,393
Short-term deferred income taxes, net		14,811			7,117
Affiliate receivable, net		58,234			13,587
Prepaid expenses and other current assets		11,214			27,905

Total current assets		407,948			348,051

Fixed assets and computer software, net		37,464			29,351
Other non-current assets		8,512			8,563
Intangible assets, net		3,588,513			3,681,004
Goodwill		1,130,615			1,130,468

Total Assets	$	5,173,052		$	5,197,437

Liabilities and Owner’s Equity
Current Liabilities
Accounts payable and accrued liabilities	$	37,355		$	46,515
Accrued interest		36,390			15,835
Deferred directory revenue		316,031			293,179
Current portion of long-term debt		236,650			135,878

Total current liabilities		626,426			491,407

Long-term debt		1,148,321			1,387,684
Amounts due to affiliate primarily related to post-retirement and other post-employment obligations		59,560			59,518
Deferred income taxes, net		881,215			850,507
Other non-current liabilities		1,482			3,106

Total liabilities		2,717,004			2,792,222
Commitments and contingencies
Owner’s Equity
Owner’s interest		2,465,339			2,462,730
Accumulated deficit		(8,550	)		(56,624	)
Accumulated other comprehensive loss		(741	)		(891	)

Total owner’s equity		2,456,048			2,405,215

Total Liabilities and Owner’s Equity	$	5,173,052		$	5,197,437

The accompanying notes are an integral part of the condensed consolidated financial statements. ~~(Unaudited)~~

			Three Months Ended						Six Months Ended
			June 30,						June 30,
			2005			2004			2005			2004
Revenue			$	178,202		$	179,809		$	359,397		$	360,598
Operating expenses:
	Cost of revenue			54,091			55,281			107,773			110,651
	General and administrative expense			20,416			18,375			39,018			36,464
	Bad debt expense			6,607			5,021			11,936			11,332
	Depreciation and amortization expense			2,916			3,138			5,677			5,629
	Amortization of intangibles			38,420			45,281			76,840			90,563
		Total operating expenses		122,450			127,096			241,244			254,639
		Operating income		55,752			52,713			118,153			105,959
Other (income) expense:
	Interest income			(338	)		(208	)		(473	)		(318	)
	Interest expense			36,870			44,264			74,342			94,548
	Other (income) expense, net			(394	)		10			(304	)		43
		Income before income taxes		19,614			8,647			44,588			11,686
Income tax provision				7,665			3,480			17,423			4,697
		Net income	$	11,949		$	5,167		$	27,165		$	6,989

See accompanying notes to condensed consolidated financial statements.

~~DEX~~Dex ~~MEDIA~~Media ~~EAST~~East LLC

ANCondensed ~~INDIRECT~~Consolidated ~~WHOLLY-OWNED~~Statements ~~SUBSIDIARY~~of OFOperations ~~DEX~~and ~~MEDIA,~~Comprehensive ~~INC.~~Income (Loss) (Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Successor Company
	Three Months			Three Months
	Ended			Ended
	September 30,			September 30,
(in thousands)	2007			2006

Net revenue	$	171,273		$	134,047
Expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below)		75,470			77,880
General and administrative expenses		6,665			7,482
Depreciation and amortization		35,291			27,063

Total expenses		117,426			112,425
Operating income		53,847			21,622
Interest expense, net		27,633			29,706

Income (loss) before income taxes		26,214			(8,084	)
Provision (benefit) for income taxes		11,289			(3,144	)

Net income (loss)	$	14,925		$	(4,940	)
Comprehensive Income (Loss)
Net income (loss)	$	14,925		$	(4,940	)
Unrealized loss on interest rate swaps, net of tax		(173	)		(1,732	)

Comprehensive income (loss)	$	14,752		$	(6,672	)

~~(Dollars~~The inaccompanying ~~thousands)~~notes are an integral part of the condensed consolidated financial statements.

(Unaudited)

				Six Months Ended June 30,
				2005			2004
Operating activities:
	Net income			$	27,165		$	6,989
	Adjustments to net income:
		Bad debt expense			11,936			11,332
		Depreciation and amortization expense			5,677			5,629
		Amortization of intangibles			76,840			90,563
		Amortization of deferred financing costs			9,031			15,669
		Stock-based compensation expense			399			137
		Loss on disposition of assets			85			—
		Deferred tax provision			17,423			4,697
	Changes in operating assets and liabilities:
		Accounts receivable			(10,293	)		4,413
		Deferred directory costs			(5,146	)		(5,329	)
		Other current assets			(594	)		407
		Other long-term assets			401			424
		Accounts payable and other liabilities			(10,750	)		(22,355	)
		Accrued interest			(719	)		(4,002	)
		Deferred revenue and customer deposits			3,255			(476	)
		Amounts due to affiliates			2,280			27,317
		Other long-term liabilities			814			(3,317	)
		Amounts due to affiliate related to post-retirement benefits			2,170			2,578
			Cash provided by operating activities		129,974			134,676
Investing activities:
	Expenditures for property, plant and equipment				(2,376	)		(5,977	)
	Capitalized software development costs				(5,464	)		(12,451	)
			Cash used for investing activities		(7,840	)		(18,428	)
Financing activities:
	Proceeds from borrowings on revolving credit facility				79,000			8,000
	Repayments of borrowings on revolving credit facility				(26,000	)		(5,000	)
	Repayments on long-term debt				(153,417	)		(114,000	)
	Payment of financing costs				(1,654	)		(941	)
	Distribution to owner				(20,063	)		(7,065	)
			Cash used for financing activities		(122,134	)		(119,006	)
Cash and cash equivalents:
	Decrease				—			(2,758	)
	Beginning balance				—			2,758
			Ending balance	$	—		$	—
Supplemental cash flow disclosures:
Interest paid				$	66,034		$	82,815

See accompanying notes to condensed consolidated financial statements.

~~DEX~~Dex ~~MEDIA~~Media ~~EAST~~East LLC

ANCondensed ~~INDIRECT~~Consolidated ~~WHOLLY-OWNED~~Statements ~~SUBSIDIARY~~of OFOperations ~~DEX~~and ~~MEDIA,~~Comprehensive ~~INC.~~Income (Loss) (Unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


						Predecessor
	Successor Company					Company
	Nine Months		Eight Months			One Month
	Ended		Ended			Ended
	September 30,		September 30,			January 31,
(in thousands)	2007		2006			2006

Net revenue	$	513,496	$	262,752		$	61,091
Expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below)		227,597		183,777			26,646
General and administrative expenses		17,568		23,443			4,097
Depreciation and amortization		102,866		73,199			12,148

Total expenses		348,031		280,419			42,891
Operating income (loss)		165,465		(17,667	)		18,200
Interest expense, net		84,902		77,768			12,105

Income (loss) before income taxes		80,563		(95,435	)		6,095
Provision (benefit) for income taxes		32,489		(37,125	)		2,418

Net income (loss)	$	48,074	$	(58,310	)	$	3,677
Comprehensive Income (Loss)
Net income (loss)	$	48,074	$	(58,310	)	$	3,677
Unrealized gain (loss) on interest rate swaps, net of tax		150		(1,172	)		90

Comprehensive income (loss)	$	48,224	$	(59,482	)	$	3,767

The accompanying notes are an integral part of the condensed consolidated financial statements. ~~(Unaudited)~~

1. Description of Business

(a) The Company

Dex Media East LLC (“Dex Media East” or the “Company”) is a subsidiary of Dex Media East, Inc. and an indirect wholly-owned subsidiary of Dex Media, Inc. (“Dex Media”). Dex Media East is the exclusive official directory publisher for Qwest Corporation, the local exchange carrier of Qwest Communications International, Inc. (“Qwest”) in Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South Dakota (collectively, the “Dex East States”).

In the first phase of the purchase, which was consummated on November 8, 2002, Dex Holdings assigned its right to purchase the directory business of Qwest Dex in the Dex East States to the Company (the “Acquisition”). In the second phase of the purchase, which was consummated on September 9, 2003, Dex Holdings assigned to Dex Media West LLC (“Dex Media West”), another indirect wholly-owned subsidiary of Dex Media, its right to purchase the directory business of Qwest Dex in Arizona, Idaho, Montana, Oregon, Utah, Washington and Wyoming. Dex Holdings was dissolved effective January 1, 2005.

(b) Operations

The Company is the largest telephone directory publisher of white and yellow pages directories to businesses and residents in the Dex East States. The Company provides directory, Internet and direct marketing solutions to local and national advertisers. Virtually all of the Company’s revenue is derived from the sale of advertising in its various directories. Published directories are distributed to residents and businesses in the Dex East States through third-party vendors. The Company operates as a single segment.

Effective July 21, 2004, Dex Media consummated its initial public offering of common stock (the “Dex Media IPO”). Immediately prior to the Dex Media IPO, Dex Media effected a 10-for-1 split of all authorized shares of common stock. Part of the proceeds related to the Dex Media IPO were used to redeem $183.8 million of the Company’s senior subordinated notes on August 26, 2004 at a redemption price of 112.125% along with the accrued and unpaid interest. In connection with the Dex Media IPO, the Company paid $5.0 million to each of the Sponsors to eliminate the $2.0 million annual advisory fee payable under its management consulting agreements.

2. Basis of Presentation

(a) General

The accompanying condensed consolidated interim financial statements are unaudited. In compliance with the instructions of the Securities and Exchange Commission (“SEC”) for interim financial statements, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. In management’s opinion, the condensed consolidated financial statements reflect all adjustments (which consist of normal recurring adjustments) necessary to fairly present the condensed consolidated statements of financial position as of June 30, 2005 and December 31, 2004, the condensed consolidated statements of

~~DEX~~Dex ~~MEDIA~~Media ~~EAST~~East LLC

ANCondensed ~~INDIRECT~~Consolidated ~~WHOLLY-OWNED~~Statements ~~SUBSIDIARY~~of OFCash ~~DEX~~Flows ~~MEDIA, INC.~~(Unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


							Predecessor
	Successor Company						Company
	Nine Months			Eight Months			One Month
	Ended			Ended			Ended
	September 30,			September 30,			January 31,
(in thousands)	2007			2006			2006

Cash Flows from Operating Activities
Net income (loss)	$	48,074		$	(58,310	)	$	3,677
Reconciliation of net income (loss) to net cash provided by operating activities:
Depreciation and amortization		102,866			73,199			12,148
Deferred income tax provision (benefit)		21,073			(37,125	)		1,306
Provision for bad debts		14,382			11,705			3,682
Stock-based compensation expense		7,362			5,656			1,238
Interest rate swap ineffectiveness		1,211			(671	)		—
Amortization of deferred financing costs		245			203			983
Amortization of debt fair value adjustment		(11,257	)		(11,290	)		—
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		(38,674	)		(42,467	)		1,764
Decrease in other assets		17,573			1,259			2,101
(Increase) decrease in affiliates receivable		(51,912	)		(6,898	)		806
Increase (decrease) in accounts payable and accrued liabilities		14,506			(1,116	)		(10,500	)
Increase (decrease) in deferred directory revenue		22,853			240,979			(3,270	)
Increase in other non-current liabilities		947			252			36
Increase in amounts due to affiliates related to post-retirement and other post-employment benefits		—			1,969			350

Net cash provided by operating activities		149,249			177,345			14,321
Cash Flows from Investing Activities
Additions to fixed assets and computer software		(18,545	)		(5,300	)		(605	)

Net cash used in investing activities		(18,545	)		(5,300	)		(605	)
Cash Flows from Financing Activities
Revolver borrowings		202,100			202,400			—
Revolver repayments		(196,600	)		(210,000	)		(5,000	)
Debt and credit facility repayments		(132,834	)		(80,709	)		—
Payment of debt refinancing costs		—			(341	)		—
(Decrease) increase in checks not yet presented for payment		(2,623	)		132			(827	)
Excess tax benefits from exercise of stock options		2,609			—			1,112
Distributions to Owner		—			(84,208	)		(7,376	)

Net cash used in financing activities		(127,348	)		(172,726	)		(12,091	)

Increase (decrease) in cash and cash equivalents		3,356			(681	)		1,625
Cash and cash equivalents, beginning of period		—			1,625			—

Cash and cash equivalents, end of period	$	3,356		$	944		$	1,625

Supplemental Information:
Cash paid:
Interest	$	73,433		$	76,927		$	6,380

~~operations~~The ~~for~~accompanying ~~the~~notes ~~three~~are ~~months~~an ~~and~~integral ~~six~~part ~~months~~of ~~ended June 30,~~the ~~2005 and 2004 and~~ condensed consolidated ~~statements~~ offinancial ~~cash flows for the six months ended June 30, 2005 and 2004~~statements.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company as of December 31, 2004 and 2003 and for the years ended December 31, 2004 and 2003 and for the periods from November 9 to December 31, 2002 and from January 1 to November 8, 2002 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the SEC. The condensed consolidated statements of operations for the six months ended June 30, 2005 are not necessarily indicative of the results expected for the full year.

(b) Reclassifications

Certain prior period amounts have been reclassified to conform to the 2005 presentation.

3. Summary of Significant Accounting Policies

(a) Principles of consolidation

The condensed consolidated financial statements of the company include the results of operations, financial position and cash flows of Dex Media East and its two wholly-owned subsidiaries, Dex Media East Finance Co. and Dex Media International Inc. All intercompany balances and transactions have been eliminated in the consolidation.

(b) Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts and disclosures reported in these condensed consolidated financial statements and accompanying notes. Actual results could differ significantly from those estimates.

The sale of advertising in printed directories published by the Company is its primary source of revenue. The Company recognizes revenue ratably over the life of each directory using the deferral and amortization method of accounting, with revenue recognition commencing in the month of delivery.

The Company publishes white and yellow pages directories with primarily 12-month lives. From time to time, the Company may choose to change the publication dates of certain directories in order to more efficiently manage work and customer flow. The lives of the affected directories are expected to be 12 months thereafter. Such publication date changes do not have a significant impact on the Company’s recognized revenue as the Company’s sales contracts generally allow for the billing of additional monthly charges in the case of directories with extended lives. During the three months and six months ended June 30, 2005, the Company published 63 and 94 directories, respectively. During the three months and six months ended June 30, 2004, the Company published 59 and 92 directories, respectively.

The Company enters into transactions such as exclusivity arrangements, sponsorships, and other media access transactions where the Company’s products and services are promoted by a third party and, in exchange, the Company carries that party’s advertisement. The Company accounts for these transactions in accordance with Emerging Issues Task Force (“EITF”) Issue No. 99-17 “Accounting for Advertising Barter Transactions.” Revenue and expense related to such transactions are classified in the condensed consolidated statements of operations consistently with similar items sold or purchased for cash. Such transactions were not significant to the Company’s operations for the three months and six months ended June 30, 2005 and 2004.

~~DEX~~Dex ~~MEDIA~~Media ~~EAST~~East LLC

ANNotes ~~INDIRECT~~to ~~WHOLLY-OWNED~~Condensed ~~SUBSIDIARY~~Consolidated OFFinancial ~~DEX~~Statements ~~MEDIA,~~(Unaudited) (tabular ~~INC.~~amounts in thousands)

~~NOTES~~1. TOBusiness ~~CONDENSED~~and ~~CONSOLIDATED~~Basis ~~FINANCIAL~~Presentation ~~STATEMENTS — (Continued)~~

Dex Media East LLC is an indirect wholly-owned subsidiary of R.H. Donnelley Corporation (“RHD”). InThe ~~certain~~interim ~~cases,~~condensed consolidated financial statements of Dex Media East LLC and its direct wholly-owned subsidiary (the “Company,” ~~enters~~“Dex ~~into~~Media ~~agreements~~East,” ~~with~~“we,” “us” and “our”) have been prepared ~~customers~~in ~~that~~accordance ~~involve~~with the ~~delivery~~instructions ofto ~~more~~Quarterly ~~than~~Report ~~one~~on ~~product~~Form or10-Q and should be read in ~~service.~~conjunction ~~Revenue~~with ~~for~~the ~~such~~financial ~~arrangements~~statements isand ~~allocated~~related notes included in our Annual Report on Form ~~accordance~~10-K ~~with~~for ~~EITF~~the ~~Issue~~year ~~No.~~ended December ~~00-21~~31, 2006 (“~~Revenue~~2006 10-K”). The results of interim periods are not ~~Arrangements~~necessarily ~~with~~indicative ~~Multiple~~of ~~Deliverables~~results for the full year or any subsequent period.” In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of financial position, results of operations and cash flows at the dates and for the periods presented have been included.

Dex Media, Inc. (d“Dex Media” or “Owner”) ~~Cost~~is the largest directory publisher in the Dex East States, as defined below. Together with its parent, RHD, Dex Media is one of the nation’s largest Yellow Pages and online local commercial search companies, based on revenue. During 2006, Dex Media East’s print and online solutions helped more than 200,000 national and local businesses in 7 states reach consumers who were actively seeking to purchase products and services. During 2006, we published and distributed more than 23 million print directories. Two of our largest markets are Albuquerque and Denver.

~~The~~Dex ~~Company~~Media ~~accounts~~East ~~for~~LLC ~~cost~~is ofa ~~revenue~~subsidiary ~~under~~of ~~the~~Dex ~~deferral~~Media ~~and amortization~~East, ~~method of accounting~~Inc. ~~Accordingly,~~and ~~the Company’s~~an ~~cost~~indirect ofwholly-owned ~~revenue recognized in a reporting period~~subsidiary ~~consists~~ of: ~~(i) costs~~Dex ~~incurred in that period and recognized in that period~~Media, ~~principally~~which ~~sales~~is ~~salaries and wages; (ii) costs incurred in~~ a ~~prior~~direct ~~period,~~wholly-owned asubsidiary ~~portion~~ of ~~which are~~RHD. ~~amortized~~Dex ~~and~~Media ~~recognized~~East inis the ~~current period; and~~exclusive ~~(iii) costs~~publisher ~~incurred~~of in the ~~current~~“official” ~~period,~~yellow apages ~~portion of which are amortized~~ and ~~recognized~~white inpages ~~that~~directories ~~period~~for ~~and~~Qwest Corporation, the ~~balance~~local ofexchange ~~which~~carrier ~~are~~of ~~deferred~~Qwest ~~until~~Communications ~~future~~International ~~periods~~Inc. ~~Consequently~~ (“Qwest”), ~~there~~in ~~will~~Colorado, ~~be a difference between the cost of~~Iowa, ~~revenue~~Minnesota, ~~recognized~~Nebraska, inNew ~~any~~Mexico, ~~given~~North ~~period~~Dakota and ~~the~~South ~~costs~~Dakota ~~incurred~~(collectively, in the ~~given~~“Dex ~~period~~East States”). ~~Such difference may be significant.~~

~~Costs~~Certain ~~incurred~~prior ~~in the current~~ period ~~and~~amounts ~~subject~~have tobeen ~~deferral include~~reclassified direct costs associated with the publication of directories, including sales commissions, paper, printing, transportation, distribution and pre-press production and employee and systems support costs relating to ~~each~~conform ~~of the foregoing. Sales commissions include commissions paid~~ to ~~employees~~ ~~for sales to local advertisers and to third-party certified marketing representatives, which act as the Company~~RHD’s ~~channel to national advertisers~~presentation. ~~All deferred~~ costs related to the sale and production of directories are recognized ratably over the life of each directory under the deferral and amortization method of accounting, with cost recognition commencing in the month of delivery. From time of time the Company has changed the publication dates of certain directories. In such cases, the estimated life of the related unamortized deferred cost of revenue is revised to amortize such costs over the new remaining estimated life. Changes in directory publication dates typically do not result in any additional direct incurred costs.

“Predecessor Company” refers to the operations of Dex Media East prior to the consummation of the RHD Merger (eas defined in Note 3 below) ~~Stock-based~~on ~~compensation~~January 31, 2006. “Successor Company” refers to the operations of Dex Media East subsequent to the consummation of the RHD Merger.

~~The~~Significant ~~Company~~Business ~~accounts for the Stock Option Plan of Dex Media,~~Developments Inc., and the Dex Media, Inc. 2004 Incentive Award Plan, as more fully discussed in Note 8, under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. Had the Company accounted for employee stock option grants under the minimum value method for options issued prior to Dex Media becoming a publicly traded company and the fair value method after Dex Media became a publicly traded company, both of which are prescribed by Statement of Financial Accounting Standard (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” the pro forma results

On August 23, 2007, RHD acquired Business.com, Inc. (“Business.com”), a leading business search engine and directory and performance based advertising network, for a disclosed amount of $345.0 million (the “Business.com Acquisition”). The purchase price determined in accordance with generally accepted accounting principles (“GAAP”) is $334.2 million and excludes certain items such as the value of unvested equity awards. The purpose of the Business.com Acquisition was to expand RHD and the Company’s existing interactive portfolio by adding leading Internet advertising talent and technology, to strengthen RHD and the Company’s position in the expanding local commercial search market and to develop an online performance based advertising network. Business.com also provides the established business-to-business online properties of Business.com, Work.com and the Business.com Advertising Network. We expect to adopt the Business.com technology platform to serve our existing advertiser base at our DexKnows.com Internet Yellow Pages site. Business.com now operates as a direct, wholly-owned subsidiary of RHD. As such, the results of Business.com are not included in the Company’s operating results.

On October 2, 2007, RHD issued $1.0 billion aggregate principal amount of 8.875% Series A-4 Senior Notes due 2017 (“Series A-4 Notes”). Proceeds from this issuance were (a) used to repay a $328 million RHD credit facility used to fund the Busisness.com Acquisition, (b) contributed to R.H. Donnelley Inc. (“RHDI”) in order to provide funding for the tender offer and consent solicitation of RHDI’s $600 million aggregate principal amount 10.875% Senior Subordinated Notes due 2012 (“Senior Subordinated Notes”) and (c) used to pay related fees and expenses and for other general corporate purposes. On October 17, 2007, RHD issued an additional $500 million of Series A-4 Notes. Certain proceeds from this issuance were transferred to Dex Media East in order to repay a portion of the term loans outstanding under the existing Dex Media East credit facility and pay related fees and expenses.

On October 24, 2007, we replaced the existing Dex Media East credit facility with a new Dex ~~DEX~~Media ~~MEDIA~~East ~~EAST~~credit ~~LLC~~facility. The proceeds from the new Dex Media East credit facility were used to repay the remaining term loans under the existing Dex Media East credit facility and are available to fund the redemption of Dex Media East’s outstanding 9.875% senior notes due 2009 and outstanding 12.125% senior subordinated notes due 2012, which is expected to occur on November 26, 2007. Upon redemption of Dex Media East’s outstanding 9.875% senior notes and outstanding 12.125% senior subordinated notes, we expect that Dex Media East will no longer be required to file quarterly and annual reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

ANSee ~~INDIRECT~~Note ~~WHOLLY-OWNED~~10, ~~SUBSIDIARY~~“Subsequent OFEvents,” ~~DEX~~for ~~MEDIA,~~additional ~~INC~~information regarding these financing and other related transactions.

History ~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

Dex Media’s directory business was acquired from Qwest Dex, Inc. (“Qwest Dex”) in a two phase purchase between Dex Holdings LLC (“Dex Holdings”), the former parent of Dex Media, and Qwest Dex. Dex Holdings and Dex Media were formed by two private equity firms, The Carlyle Group and Welsh, Carson, Anderson & Stowe. In the ~~Company~~first ~~for~~phase of the ~~three~~purchase, ~~months~~which was consummated on November 8, 2002, Dex Holdings assigned its right to purchase the directory business of Qwest Dex in the Dex East States to Dex Media (the “Dex East Acquisition”). In the second phase of the purchase, which was consummated on September 9, 2003, Dex Holdings assigned its right to purchase the directory business of Qwest Dex in Arizona, Idaho, Oregon, Montana, Utah, Washington and ~~six~~Wyoming (collectively, ~~months~~the ~~ended~~“Dex West States”) to Dex Media (the “Dex West Acquisition”). Dex Holdings was ~~June~~dissolved effective January 301, 2005. The Dex East States and ~~2004~~Dex ~~would~~West ~~have~~States ~~been~~are collectively referred to as ~~follows~~the ~~(in~~“Dex States.” ~~thousands):~~

		For the						For the
		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2005			2004			2005			2004
Net Income
	As reported	$	11,949		$	5,167		$	27,165		$	6,989
	Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		124			75			244			84
	Deduct: Stock-based employee compensation expense determined under minimum value or fair value based method, as applicable, for all awards, net of related tax effects		(192	)		(129	)		(385	)		(186	)
	Pro forma	$	11,881		$	5,113		$	27,024		$	6,887

2. Summary of Significant Accounting Policies

~~(f)~~Intangible ~~Income~~Assets ~~tax~~and ~~provision~~Goodwill

~~The~~As ~~Company~~a isresult ~~included~~of the RHD Merger, certain intangible assets were identified in ~~the~~accordance ~~consolidated~~with Statement ~~Federal~~of ~~income~~Financial ~~tax~~Accounting Standards (“SFAS”) No. 141, Business Combinations (“SFAS No. ~~return~~141”) and ~~combined~~recorded orat ~~consolidated~~their ~~state~~estimated ~~income~~fair ~~tax~~values. ~~returns~~In accordance with SFAS No. 142, Goodwill and ~~where~~Other ~~permitted~~Intangible Assets (“SFAS No. 142”), the fair values of the identifiable intangible assets are being amortized over their estimated useful lives in a manner that best reflects the economic benefit derived from such assets. Goodwill is not amortized but is subject to impairment testing on an annual basis. The Successor Company amortization expense was $31.8 million and $92.5 million for ~~Dex~~the ~~Media~~three and nine months ended September 30, 2007, respectively, and $22.8 million and $60.7 million for the three and eight months ended September 30, 2006, respectively. The Predecessor Company’s ~~indirect parent~~amortization expense was $10.9 million ~~Although~~for the ~~Company~~one ismonth aended ~~single~~January 31, ~~member~~2006. ~~limited~~The ~~liability~~excess ~~company~~of purchase price over the net tangible and isidentifiable ~~disregarded~~intangible assets acquired of $1.1 billion was recorded as agoodwill. ~~taxable~~The ~~entity~~total ~~for~~amount of goodwill that is expected to be deductible ~~income~~for tax purposes related to the RHD Merger is approximately $0.7 billion. During January 2007, Dex Media recorded adjustments to goodwill totaling $1.6 million associated with the RHD Merger that primarily relate to deferred income taxes. The Successor Company ~~calculates~~recorded no impairment losses during the three and ~~records~~nine ~~income~~months ended September 30, 2007, or the three and eight months ended ~~taxes~~September 30, as2006. ifThe itPredecessor ~~filed~~Company arecorded ~~tax~~no ~~return~~impairment onlosses aduring ~~stand-alone~~the ~~basis~~one month ended January 31, 2006.

~~Income~~Interest ~~taxes~~Expense ~~are accounted for under the asset~~ and ~~liability method.~~ Deferred ~~tax~~Financing ~~assets and liabilities are recorded to~~Costs ~~reflect the future tax consequences of temporary differences~~ between the financial reporting bases of assets and liabilities and their tax bases at each year end. Deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are adjusted for future income tax rate changes in the year the changes are enacted. Deferred tax assets are recognized for operating loss and tax credit carryforwards if management believes, based upon existing evidence, that it is more likely than not that the carryforwards will be utilized. All deferred tax assets are reviewed for realizability and valuation allowances are recorded if it is more likely than not that the deferred tax assets will not be realized. No valuation allowance has been established against deferred tax assets as of June 30, 2005 or December 31, 2004.

~~(g)~~Certain ~~New~~costs associated with the issuance of debt instruments are capitalized and included in other non-current assets on the condensed consolidated balance sheets. These costs are amortized to interest expense over the terms of the related debt agreements. For the Successor Company, the Predecessor Company’s deferred financing costs were eliminated as a result of purchase accounting required ~~standards~~under GAAP; in addition, an adjustment was established to record the debt at fair value at the date of the RHD Merger. This fair value adjustment is amortized as a reduction to interest expense over the remaining terms of the related debt agreements using the effective interest method. Since the RHD Merger, the Successor Company has recorded deferred financing costs of $0.8 million. Both the Predecessor Company and the Successor Company used the bond outstanding method to amortize deferred financing costs relating to debt instruments with respect to which we make accelerated principal payments. Other deferred financing costs are amortized using the effective interest method. Amortization of deferred financing costs included in interest expense was $0.1 million and $0.2 million for the three and nine months ended September 30, 2007, respectively, and less than $0.1 million and $0.2 million for the three and eight months ended September 30, 2006, respectively. Apart from business combinations, it is the Company’s policy to recognize losses incurred in conjunction with debt extinguishments as a component of interest expense. Amortization of deferred financing costs included in interest expense for the Predecessor Company was $1.0 million for the one month ended January 31, 2006. Amortization of the fair value adjustment was $3.8 million and $11.3 million for the three and nine months ended September 30, 2007, respectively, and $4.2 million and $11.3 million for the three and eight months ended September 30, 2006, respectively.

On March 29, 2005, the SEC released Staff Accounting Bulletin (“SAB”) No. 107, “Share-based Payment”. SAB No. 107 provides an interpretation of SFAS No. 123R, “Share-based payment” and its interaction with certain SEC rules and regulations and provides the SEC’s views regarding the valuation of share-based payment arrangements for public companies. SAB No. 107 provides guidance with regard to share-based payment transactions with non-employees, the transition from nonpublic to public entity status, valuation methods (including assumptions such as expected volatility and expected term), the accounting for certain redeemable financial instruments issued under share-based payment arrangements, the classification of compensation expense, non-GAAP financial measures, first-time adoption of SFAS No. 123R, the modification of employee share options prior to adoption of SFAS No. 123R and disclosures in Management’s Discussion and Analysis subsequent to the adoption of SFAS No. 123R. Based upon the options outstanding

~~DEX~~Advertising ~~MEDIA EAST LLC~~Expenses

ANWe ~~INDIRECT~~recognize ~~WHOLLY~~advertising expenses as incurred. These expenses include public relations, media, on-~~OWNED~~line ~~SUBSIDIARY~~advertising, OFand ~~DEX~~other ~~MEDIA~~promotional and sponsorship costs. Total advertising expense was $4.8 million and $8.1 million for the three and nine months ended September 30, ~~INC~~2007, respectively, and $1.4 million and $4.7 million for the three and eight months ended September 30, 2006, respectively. Total advertising expense for the Predecessor Company was $2.2 million for the one month ended January 31, 2006.

~~NOTES~~Concentration TOof ~~CONDENSED~~Credit ~~CONSOLIDATED FINANCIAL~~Risk ~~STATEMENTS — (Continued)~~

asApproximately 85% of ~~March 31,~~our ~~2005,~~directory ~~the~~advertising ~~Company~~revenue ~~has~~is ~~determined~~derived ~~that~~from the ~~adoption~~ sale of ~~SAB No~~advertising to local small- and medium-sized businesses. ~~107~~ ~~will~~Most new advertisers and advertisers desiring to expand their advertising programs are subject to a credit review. While we do not believe that extending credit to our local advertisers will have a material ~~impact~~ adverse effect on our results of operations or financial condition, no assurances can be given. We do not require collateral from our advertisers, although we do charge interest to advertisers that do not pay by specified due dates. The remaining approximately 15% of our directory advertising revenue is derived from the ~~Company~~sale of advertising to national or large regional chains. Substantially all of the revenue derived through national accounts is serviced through certified marketing representatives (“CMRs”) from which we accept orders. We receive payment for the value of advertising placed in our directories, net of the CMR’s ~~results~~commission, directly from the CMR. While we are still exposed to credit risk, the amount of ~~operations~~losses from these accounts has been historically less than the local accounts as the advertisers, and in some cases, the CMRs tend to be larger companies with greater financial resources than local advertisers.

OnAt ~~April~~September 1430, ~~2005~~2007, ~~the~~we ~~SEC~~had ~~announced~~interest ~~the~~rate ~~adoption~~swap ofagreements awith ~~new rule~~major ~~that~~financial ~~amends~~institutions ~~the~~with a ~~compliance~~notional ~~dates~~value ~~for SFAS No~~of $0.4 ~~123R~~billion. ~~Under~~We ~~SFAS No. 123R, registrants~~are ~~would~~exposed ~~have~~to ~~been~~credit ~~required~~risk toin ~~implement~~ the ~~standard as~~event ofthat ~~the~~one ~~beginning~~or ofmore of the ~~first~~counterparties ~~interim~~to orthe ~~annual~~agreements ~~period~~does ~~that begins~~not, ~~after~~or ~~June 15~~cannot, ~~2005~~meet their obligation. The ~~SEC’s new rule~~notional ~~requires~~amount ~~companies~~is used to ~~implement~~measure ~~SFAS No. 123R~~interest atto ~~the beginning~~be ofpaid ~~their~~or ~~first~~received ~~fiscal~~and ~~year~~does ~~beginning~~not onrepresent orthe ~~after~~amount of ~~June 15,~~exposure ~~2005,~~to ~~instead~~credit ofloss. ~~the~~Any ~~first~~loss ~~reporting~~would ~~period~~be ~~that begins~~limited ~~after~~to ~~June 15,~~the ~~2005.~~amount Asthat awould ~~result,~~have ~~the~~been ~~financial~~received over ~~statements~~the remaining life of the ~~Company~~swap ~~must comply with SFAS No~~agreement. ~~123R~~ ~~beginning~~The ~~with~~counterparties to the ~~interim~~swap ~~financial~~agreements are major ~~statements~~financial ~~for~~institutions ~~the~~with ~~first~~credit ~~quarter~~ratings of ~~2006.~~A ~~The~~or ~~SEC’s~~higher. ~~new rule~~We ~~does~~do not ~~change~~currently ~~the~~foresee ~~accounting~~a ~~required by~~material ~~SFAS No. 123R;~~credit itrisk ~~changes~~associated ~~only~~with ~~the~~these ~~dates~~swap ~~for compliance~~agreements; ~~with~~however, ~~the~~no ~~standard~~assurances can be given.

~~During~~Income ~~May 2005, the Financial Accounting Standards Board~~Taxes ~~(“FASB”) issued SFAS No. 154,~~ “Accounting Changes and Error Corrections — a replacement of APB Opinion No. 20 and FASB Statement No. 3.” This statement applies to all voluntary changes in accounting principle and requires retrospective application of the new accounting principle to prior accounting periods as if that principle had always been used. In addition, this statement requires that a change in depreciation method be accounted for as a change in estimate. The requirements are effective for changes made in fiscal years beginning after December 15, 2005. The Company does not expect the adoption of SFAS No. 154 to have a material impact on the Company’s financial statements.

4In June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, Accounting ~~Goodwill~~for Uncertainty in Income Taxes: An Interpretation of FASB Statement No. 109 (“FIN No. 48”). This interpretation clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with SFAS No. 109. FIN No. 48 prescribes a recognition threshold and ~~Intangible~~measurement ~~Assets~~principles for the financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. Under FIN No. 48, the impact of an uncertain income tax position on an income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, FIN No. 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition requirements. This interpretation is effective for fiscal years beginning after December 15, 2006 and as such, we adopted FIN No. 48 on January 1, 2007. The adoption of FIN No. 48 had no impact on Dex Media East.

~~During~~Stock-Based ~~the six months ended June 30, 2005 goodwill was not~~Awards ~~impaired or otherwise adjusted.~~

~~The~~Successor ~~gross carrying amount and accumulated amortization of~~Company ~~identifiable intangible assets and their estimated useful lives~~ ~~are as follows (dollars in thousands):~~

		As of June 30, 2005
		Gross
		Carrying		Accumulated			Net Book
Intangible Assets		Value		Amortization			Value		Life
Customer relationships — local		$	897,000	$	(369,703	)	$	527,297		20 years	(1)
Customer relationships — national			241,000		(77,839	)		163,161		25 years	(1)
Non-compete/publishing agreements			251,000		(16,610	)		234,390		40 years
Dex Trademark			311,000		—			311,000		Indefinite
Qwest Dex Trademark agreement			68,000		(35,970	)		32,030		5 years
Advertising agreement			23,000		(4,045	)		18,955		15 years
	Totals	$	1,791,000	$	(504,167	)	$	1,286,833

RHD and the Company account for stock-based compensation under SFAS No. 123 (R), Share-Based Payment (“SFAS No. 123 (R)”). RHD allocates compensation expense to its subsidiaries, including the Company, consistent with the method it utilizes to allocate employee wages and benefits to its subsidiaries. The Company recorded stock-based compensation expense related to stock-based awards granted under RHD’s various employee and non-employee stock incentive plans of $1.8 million and $7.4 million for the three and nine months ended September 30, 2007, respectively, and $2.5 million and $5.7 million for the three and eight months ended September 30, 2006, respectively.

On February 27, 2007, RHD granted 1.1 million stock appreciation rights (“SARs”) to certain ~~DEX~~employees, ~~MEDIA~~including ~~EAST~~executive ~~LLC~~officers, in conjunction with its annual grant of stock incentive awards. These SARs, which are settled in RHD common stock, were granted at a grant price of $74.31 per share, which was equal to the market value of RHD’s common stock on the grant date, and vest ratably over three years. In accordance with SFAS No. 123 (R), we recognized non-cash compensation expense related to these SARs of $0.4 million and $2.5 million for the three and nine months ended September 30, 2007, respectively, which includes $1.7 million related to non-substantive vesting, for the nine months ended September 30, 2007.

ANPredecessor ~~INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.~~Company

~~NOTES~~For TOthe ~~CONDENSED~~one ~~CONSOLIDATED~~month ~~FINANCIAL~~ended January 31, 2006, the Predecessor Company accounted for the stock-based ~~STATEMENTS~~awards under the recognition and measurement principles of SFAS No. — 123 (~~Continued~~R). The Company recorded stock-based compensation expense related to stock-based awards granted under Dex Media’s various employee and non-employee stock incentive plans of $1.2 million for the one month ended January 31, 2006.

		As of December 31, 2004
		Gross
		Carrying		Accumulated			Net Book
Intangible Assets		Value		Amortization			Value		Life
Customer relationships — local		$	897,000	$	(315,787	)	$	581,213		20 years	(1)
Customer relationships — national			241,000		(65,620	)		175,380		25 years	(1)
Non-compete/publishing agreements			251,000		(13,470	)		237,530		40 years
Dex Trademark			311,000		—			311,000		Indefinite
Qwest Dex Trademark agreement			68,000		(29,170	)		38,830		5 years
Advertising agreement			23,000		(3,280	)		19,720		15 years
	Totals	$	1,791,000	$	(427,327	)	$	1,363,673

Estimates

~~(1)~~The ~~Amortization~~preparation ~~expense~~of isfinancial ~~calculated~~statements ~~using~~in aconformity ~~declining~~with ~~method~~GAAP inrequires ~~relation~~management to ~~estimated~~make estimates ~~retention~~and ~~lives~~assumptions that affect the reported amounts of ~~acquired~~assets, ~~customers~~liabilities, revenue and certain expenses and the disclosure of contingent assets and liabilities. Actual results could differ materially from those estimates and assumptions. Estimates and assumptions are used in the determination of sales allowances, allowances for doubtful accounts, depreciation and amortization, employee benefit plans, restructuring reserves, and certain assumptions pertaining to RHD’s stock-based awards, among others.

5.New ~~Long-Term~~Accounting ~~Debt~~Pronouncements

~~Long-term~~We ~~debt~~have isreviewed ~~comprised~~accounting pronouncements that were issued as of September 30, 2007, which the Company ~~following~~has ~~(in~~not ~~thousands):~~yet adopted, and do not believe that the pronouncements will have a material impact on our financial position or operating results.

	As of			As of
	June 30,			December 31,
	2005			2004
Notes Payable to Banks: (equal right of payment)
Notes payable to banks, Tranche A term loan, bearing interest at adjusted London Interbank Offer Rates (“LIBOR”) plus the current applicable interest spread of 1.25% (weighted average interest rate of 4.58% at June 30, 2005)	$	364,369		$	474,654
Notes payable to banks, Tranche B term loan, bearing interest at adjusted LIBOR plus the current applicable interest spread of 1.75% (weighted average interest rate of 4.98% at June 30, 2005)		451,498			494,630
Revolving loan bearing interest at Alternative Base Rate (“ABR”) plus the current applicable spread of 0.25% and at adjusted LIBOR plus the current applicable interest spread of 1.25% (weighted average interest rate of 4.64% at June 30, 2005)		53,000			—
Unsecured Notes Payable: (in descending order of right of payment)
Unsecured senior notes, due November 2009, bearing interest at 9.875%		450,000			450,000
Unsecured senior subordinated notes, due November 2012, bearing interest at 12.125%		341,250			341,250
		1,660,117			1,760,534
Less: current portion of long-term debt		(155,525	)		(105,232	)
	$	1,504,592		$	1,655,302

3. RHD Merger

On January 31, 2006, our indirect parent, Dex Media, was acquired by RHD for an equity purchase Asprice of ~~June~~$4.1 30billion (“the RHD Merger”). Additionally, ~~2005~~RHD assumed Dex Media’s outstanding indebtedness on January 31, ~~there~~2006 ~~were~~with a fair value of $535.05 ~~million~~billion of(together with other costs ~~borrowings~~described ~~under~~below for a total aggregate purchase price of $9.8 billion). Pursuant to the ~~revolving~~Agreement and ~~loan~~Plan of Merger, dated October 3, 2005 (~~with~~“Merger anAgreement”), ~~additional~~each issued and outstanding share ~~approximate~~of Dex Media common stock was converted into $~~1 million~~12.30 ~~committed~~in ~~under~~cash and 0.24154 of a ~~standby~~share ~~letter~~of RHD common stock, resulting in an aggregate cash value of $1.9 billion and aggregate stock value of $2.2 ~~credit)~~billion, based on 36,547,381 newly issued shares of RHD common stock valued at $61.82 per share. The ~~Company~~$61.82 ~~paid~~share ~~interest~~price ~~and~~used ~~fees~~to value the common shares issued in the RHD Merger was based on the average closing price of RHD’s common stock for the ~~revolving~~two business days before and after the ~~loan~~announcement of the RHD Merger on October 3, ~~interest~~2005, ~~rate~~in ~~swaps~~accordance with EITF 95-19, ~~senior~~Determination ~~notes~~of the ~~and~~Measurement ~~senior~~Date ~~subordinated~~for the Market Price of Securities Issued in a Purchase Business Combination. ~~notes~~The total allocable purchase price also includes transaction costs of $6526.47 million that were directly related to the RHD Merger, severance and related costs for certain Dex Media employees of $8117.87 million ~~during~~and ~~the six~~Dex ~~months~~Media ~~ended~~vested ~~June~~equity awards outstanding as of January 3031, ~~2005~~2006 ~~and~~with ~~2004,~~an estimated ~~respectively~~fair value of $77.4 million.

Under purchase accounting rules, RHD did not assume or record the deferred revenue balance associated with directories published by the Company of $34.4 million at January 31, 2006. This amount represented revenue that would have been recognized subsequent to the RHD Merger under the deferral and amortization method in the absence of purchase accounting. Accordingly, we did not and will not record revenue associated with directories that were published prior to the RHD Merger, as well as directories that were published in the month of the RHD Merger. Although the deferred revenue balances associated with directories that were published prior to the RHD Merger were eliminated, we retained all the rights associated with the collection of amounts due under and contractual obligations under the advertising contracts executed prior to the RHD Merger. As a result, the billed and unbilled accounts receivable balances acquired by RHD remained assets of the Company. Also under purchase accounting rules, RHD did not assume or record the deferred directory costs related to those directories that were published prior to the RHD Merger as well as directories that published in the month of the RHD Merger, totaling $86.6 million. These costs represent cost of revenue that would have been recognized subsequent to the RHD Merger under the deferral and amortization method in the absence of purchase accounting.

~~DEX~~4. ~~MEDIA~~Credit ~~EAST LLC~~Facility

As of September 30, 2007, the outstanding balances of the tranche A and tranche B term loans under ANthe ~~INDIRECT~~Dex ~~WHOLLY~~Media East credit facility totaled $496.2 million, comprised of $142.9 million and $353.3 million, respectively, and $33.0 million was outstanding under the $100.0 million revolving loan commitments (“Dex Media East Revolver”) (with an additional $3.0 million utilized under standby letters of credit). The weighted average interest rate of outstanding debt under the Dex Media East credit facility was 7.0% and 6.85% at September 30, 2007 and December 31, 2006, respectively. On October 17, 2007, a portion of the tranche A and tranche B term loans were repaid from certain proceeds of RHD’s Series A-~~OWNED~~4 ~~SUBSIDIARY~~Notes OFthat ~~DEX~~were ~~MEDIA~~transferred to Dex Media East. On October 24, ~~INC~~2007, the existing Dex Media East credit facility was paid in full from the proceeds of the new Dex Media East credit facility. See Note 10, “Subsequent Events,” for additional information.

~~NOTES~~5. TORestructuring ~~CONDENSED CONSOLIDATED FINANCIAL~~Charges ~~STATEMENTS — (Continued)~~

6.The ~~Derivative~~tables ~~Instruments~~below highlight the activity in our restructuring reserves related to the RHD Merger for the three and ~~Hedging~~nine ~~Activities~~months ended September 30, 2007.

As of June 30, 2005, the Company has two interest rate swap agreements to hedge against the effects of increases in the interest rates associated with floating rate debt on its term loans. The interest rate swap agreements have an aggregate notional amount of $125.0 million, applicable fixed rates ranging from 3.638% to 4.085% and expire in November 2007 and May 2008.


Three months ended September 30, 2007
Balance at June 30, 2007	$	2,029
Payments		(495	)

Balance at September 30, 2007	$	1,534

Changes in the fair value of interest rate swaps designated as hedging instruments that effectively offset the variability of cash flows associated with variable-rate, term loan obligations are reported in accumulated other comprehensive income, net of tax (“AOCI”). These amounts are subsequently reclassified into interest expense as a yield adjustment of the hedged interest payments in the same period in which the related interest payments affect earnings. During the three months ended June 30, 2005 and 2004, the Company reclassified hedging losses of $0.3 million and $1.8 million, respectively, into earnings. During the six months ended June 30, 2005 and 2004, the Company reclassified $0.9 million and $3.6 million of hedging losses into earnings, respectively. For the three months and six months ended June 30, 2005, the Company had $0.8 million of unrealized losses, net of tax, and $0.7 million of unrealized gains, net of tax, included in other comprehensive income, respectively. For the three months and six months ended June 30, 2004, the Company had $4.3 million and $3.0 million of unrealized gains, net of tax, included in other comprehensive income, respectively. As of June 30, 2005 and December 31, 2004, the Company had $0.1 million and $0.8 million of unrealized losses, net of tax, respectively, included in AOCI.


Nine months ended September 30, 2007
Balance at December 31, 2006	$	3,338
Additions to reserve charged to goodwill		34
Payments		(1,838	)

Balance at September 30, 2007	$	1,534

As a result of ~~June 30~~the RHD Merger, ~~2005~~approximately 120 Dex Media employees were affected by a restructuring plan, ~~less~~of ~~than~~which $0110 were terminated and 10 were relocated to our corporate headquarters in Cary, North Carolina.~~1 million~~ Additionally, Dex Media vacated certain of its leased ~~deferred~~facilities ~~losses~~in Colorado, ~~net~~Minnesota, Nebraska, and Oregon. We estimated our share of ~~tax~~the costs associated with terminated employees, onincluding ~~derivative~~Dex ~~instruments~~Media ~~recorded~~executive officers, and abandonment of incertain ~~AOCI~~of ~~are~~the ~~expected~~leased facilities, net of estimated sublease income, to be ~~reclassified~~approximately $8.2 million and such costs were charged to ~~earnings~~goodwill during 2006. During January 2007, we finalized costs associated with terminated employees and we recognized a charge to goodwill of less than $0.1 million. Payments made with respect to severance during the three and nine months ended September ~~next~~30, 122007 totaled $0.1 million and $0.7 million, respectively. Payments of $1.4 million and $1.6 million were made during the three and eight months ended September 30, 2006, respectively, related to severance and relocation. ~~Transactions~~Payments of $0.4 million and ~~events~~$1.1 million ~~are~~were ~~expected~~made during the three and nine months ended September 30, 2007, respectively, with respect to the vacated leased ~~occur~~facilities. ~~over~~No payments were made with respect to the ~~next~~vacated ~~12 months~~leased ~~that~~facilities ~~will~~during ~~necessitate~~the three ~~reclassifying~~and eight months ended September 30, 2006. The remaining lease payments for these ~~derivative~~facilities ~~losses~~will be tomade ~~earnings~~through 2016.

~~During~~The ~~November~~Successor ~~2002,~~Company ~~the~~recognized ~~Company~~merger ~~entered~~related ~~into~~expenses anof ~~interest~~$0.2 million ~~rate cap~~and ~~agreement~~$1.2 million ~~The~~during the ~~Company~~three ~~has~~and ~~not~~eight ~~designated~~months ~~the~~ended ~~interest~~September 30, ~~rate cap~~2006, asrespectively, awith ~~hedging~~no ~~instrument~~comparable ~~and~~expense ~~therefore~~in 2007. ~~reports~~These ~~all~~merger ~~gains~~related ~~and losses~~costs infor the ~~change~~three inand ~~fair~~eight ~~value~~months ofended ~~the~~September 30, ~~interest~~2006, ~~rate cap~~included ~~directly~~$0.1 million inand ~~earnings~~$1.0 million, Norespectively, ~~losses~~for ~~were~~bonuses ~~reported~~to inretain ~~earnings~~certain ~~for~~employees through the transition of the ~~three~~RHD ~~months~~Merger. ~~ended~~The ~~June 30,~~Predecessor ~~2005~~Company ~~and~~recognized ~~losses~~merger ofrelated ~~less than~~expenses of $0.1 .3 million ~~were~~during ~~reported for~~ the ~~three~~one ~~months~~month ended ~~June~~ January 3031, ~~2004~~2006. NoThese ~~losses~~costs ~~were~~included ~~reported~~legal inand ~~earnings~~financial advisory ~~for~~fees, ~~the six~~as ~~months~~well ~~ended~~as ~~June 30,~~stock ~~2005~~compensation ~~and~~expense ~~losses~~related to the acceleration of ~~less~~vesting ~~than~~of ~~$0.1 million~~certain ~~were~~stock-based ~~reported~~awards inupon ~~earning~~consummation ~~for~~of the ~~six~~RHD ~~months ended June 30, 2004~~Merger. ~~The~~These ~~interest~~costs ~~rate~~are ~~cap~~included ~~had~~in ~~a notional~~general ~~amount~~and ofadministrative ~~$200.0 million~~expenses ~~and~~in ~~expired~~the incondensed ~~May~~consolidated ~~2005~~statement of operations.

The Company does not speculate using derivative instruments.

7. Comprehensive Income

Components of comprehensive income are changes in equity other than those resulting from contributions by owners and distributions to owners. For the Company, the component of comprehensive income other than net income is the change in fair value on derivatives designated as hedging instruments, net of tax. The aggregate amounts of such changes to equity that have not yet been recognized in net income are reported in the equity portion of the condensed consolidated balance sheets as accumulated other comprehensive income.

~~DEX~~6. ~~MEDIA~~Benefit ~~EAST LLC~~Plans

ANCosts ~~INDIRECT~~associated ~~WHOLLY-OWNED~~with ~~SUBSIDIARY~~Dex OFMedia’s ~~DEX~~benefit ~~MEDIA~~plans are allocated to the Company as discussed in Note 9, ~~INC~~“Related Party Transactions”. In accordance with SFAS No. 132, Employers’ Disclosures About Pension and Other Postretirement Benefits (Revised 2003), the following tables provide the components of net periodic benefit cost for the three and nine months ended September 30, 2007, the three and eight months ended September 30, 2006 and the one month ended January 31, 2006:

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	Successor Company
	Three Months						Three Months
	Ended						Ended
	September 30,						September 30,
	2007						2006
	Pension			Post-Retirement			Pension			Post-Retirement
	Benefit			Benefits			Benefit			Benefits

Service cost	$	615		$	97		$	811		$	214
Interest cost		841			371			1,105			386
Expected return on plan assets		(895	)		—			(1,165	)		—
Unrecognized prior service costs		—			(1	)		—			—

Net periodic benefit expense	$	561		$	467		$	751		$	600

For the three months and six months ended June 30, 2005 and 2004 comprehensive income included the following components (in thousands):


	Successor Company												Predecessor Company
	Nine Months						Eight Months						One Month
	Ended						Ended						Ended
	September 30,						September 30,						January 31,
	2007						2006						2006
	Pension			Post-Retirement			Pension			Post-Retirement			Pension			Post-Retirement
	Benefit			Benefits			Benefit			Benefits			Benefit			Benefits

Service cost	$	1,846		$	291		$	2,292		$	574		$	310		$	73
Interest cost		2,522			1,113			2,940			1,027			385			135
Expected return on plan assets		(2,684	)		—			(3,947	)		—			(462	)		—
Unrecognized prior service costs		—			(3	)		—			(4	)		(8	)		(17	)

Net periodic benefit expense	$	1,684		$	1,401		$	1,285		$	1,597		$	225		$	191

	Three Months					Six Months
	Ended					Ended
	June 30,			June 30,		June 30,		June 30,
	2005			2004		2005		2004
Net income	$	11,949		$	5,167	$	27,165	$	6,989
Changes in fair value of derivatives, net of tax		(845	)		4,279		735		3,008
Comprehensive income	$	11,104		$	9,446	$	27,900	$	9,997

During the three and nine months ended September 30, 2007, the Company made contributions of $3.0 million and $3.7 million, respectively, to Dex Media’s pension plan. During the three and nine months ended September 30, 2007, the Company made contributions of $0.3 million and $1.1 million, respectively, to Dex Media’s postretirement plan. The Company expects to make total contributions of approximately $4.3 million and $1.9 million to Dex Media’s pension plan and postretirement plan, respectively, in 2007.

87. ~~Stock-Based~~Business ~~Awards~~Segments

OnManagement ~~November 8,~~reviews ~~2002, Dex Media adopted the Stock Option Plan of Dex Media, Inc. (the “2002 Plan”), which permits the grant of nonqualified~~ and ~~incentive~~analyzes ~~stock options to~~ its ~~employees,~~business ~~consultants and independent directors or those~~ of ~~its~~ ~~wholly~~publishing ~~owned~~yellow ~~subsidiaries.~~pages Indirectories May 2004, Dex Media adopted the Dex Media, Inc. 2004 Incentive Award Plan (the “2004 Plan”). The 2004 Plan provides for a variety of stock-based awards, including non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, deferred stock awards, dividend equivalents, performance-base awards and ~~other stock-based~~related ~~awards.~~local ~~Effective~~commercial ~~with~~search ~~the~~as ~~adoption~~one ofoperating ~~the 2004 Plan, Dex Media discontinued grants under the 2002 Plan while the options outstanding under the 2002 Plan remain outstanding pursuant to the terms of that plan~~segment. ~~As of June 30, 2005,~~ 6,100,386 shares of Dex Media common stock were available for grant under the 2004 Plan and 2002 Plan, with 67,500 shares of restricted stock issued pursuant to restricted stock agreements. As of December 31, 2004, the maximum number of shares of Dex Media common stock available for grant under the 2004 Plan and 2002 Plan was 6,251,650, with 25,000 shares of restricted stock issued pursuant to restricted stock agreements.

~~Dex Media’s Compensation Committee determines the exercise price for each option awarded~~8. ~~Outstanding~~Legal ~~options issued~~Proceedings ~~pursuant to the 2002 Plan vest in two segments. Subject to the~~ optionee’s continued employment with the Company: (i) 25% of the options granted will vest in equal annual installments of 5% each on each December 31 beginning in the year of grant or the following year, depending upon when during the calendar year the options are granted, and ending five years after and (ii) 75% of the options granted will vest in full on the eighth anniversary of the grant date; however, an installment equal to 15% of the options granted shall become vested following each of the fiscal years beginning in the year of grant or the following year, depending upon when during the calendar year the options are granted, and ending five years after if certain earnings before interest, taxes, depreciation and amortization (“EBITDA”) targets are met with respect to each year. Options outstanding issued pursuant to the 2004 Plan vest in equal annual installments over four years.

9We are involved in various legal proceedings arising in the ordinary course of our business. ~~Pension~~In many of these matters, plaintiffs allege they have suffered damages from errors or omissions of improper listings contained in directories published by us. We periodically assess our liabilities and ~~Other-Post~~contingencies ~~Retirement~~in ~~Benefits~~connection with these matters based upon the latest information available to us. For those matters where it is probable that we have incurred a loss and the loss or range of loss can be reasonably estimated, we record reserves in our condensed consolidated financial statements. In other instances, we are unable to make a reasonable estimate of any liability because of the uncertainties related to both the probable outcome and amount or range of loss. As additional information becomes available, we adjust our assessment and estimates of such liabilities accordingly.

(a) General description

Effective November 8, 2002, Dex Media adopted a pension plan and effective December 1, 2002, Dex Media adopted an other post-retirement benefit plan providing retiree healthcare. Dex Media has filed for a determination letter with the IRS for its pension plan. The pension plan is a noncontributory defined benefit plan covering substantially all management and occupational employees of the Company. The other post-retirement benefit plan provides healthcare and life insurance for certain retirees.

Pension costs and other post-retirement benefit costs are recognized over the periods in which the employee renders services and becomes eligible to receive benefits as determined by using the projected unit

The Company is exposed to potential defamation and breach of privacy claims arising from our ~~DEX~~publication ~~MEDIA~~of ~~EAST~~directories ~~LLC~~and our methods of collecting, processing and using advertiser and telephone subscriber data. If such data were determined to be inaccurate or if data stored by us were improperly accessed and disseminated by us or by unauthorized persons, the subjects of our data and users of the data we collect and publish could submit claims against the Company. Although to date we have not experienced any material claims relating to defamation or breach of privacy, we may be party to such proceedings in the future that could have a material adverse effect on our business.

Based on our review of the latest information available, we believe our ultimate liability in ANconnection ~~INDIRECT~~with ~~WHOLLY-OWNED~~pending ~~SUBSIDIARY~~or OFthreatened ~~DEX~~legal ~~MEDIA~~proceedings will not have a material adverse effect on our results of operations, ~~INC~~cash flows or financial position. No material amounts have been accrued in our condensed consolidated financial statements with respect to any of such matters.

~~NOTES~~9. TORelated ~~CONDENSED~~Party ~~CONSOLIDATED FINANCIAL~~Transactions ~~STATEMENTS — (Continued)~~

~~credit~~Effective ~~method.~~January 1, 2004, all employees were transferred to Dex Media Service LLC (“Service Co.”). As such, employee-related liabilities, including pension and other post-retirement obligations are primarily included in Service Co.’s ~~funding~~reported ~~policy~~liabilities iswith toan ~~make~~offsetting asset recorded as an ~~contributions~~affiliate ~~with~~receivable from Dex Media East for the ~~objective~~portion of ~~accumulating~~the ~~sufficient assets~~liabilities toassociated ~~pay~~with ~~all~~the ~~benefits~~Dex Media ~~when~~East ~~due~~employees. NoDex ~~pension~~Media ~~funding~~East ~~was required~~is charged and carries an affiliate payable for the portion of the liabilities associated with employees providing services to Dex Media ~~for~~East. Under the ~~three~~Shared Services ~~months~~and ~~ended~~Employees ~~June~~Agreement dated September 309, 2003, expenses related to Dex Media East ~~2005~~employees ~~and~~providing ~~2004.~~services ~~The~~entirely ~~other~~for ~~post-retirement~~Dex ~~benefit~~Media ~~plan~~East isare allocated 100% to Dex Media East. ~~pay-as-you~~Shared goemployee expenses are allocated and ischarged ~~funded~~to ~~out~~Dex ofMedia East based upon Dex Media East’s ~~operating~~ proportional share of consolidated Dex Media revenue. All cash asrelated affiliate balances are settled at least monthly. In addition, after the ~~costs~~RHD Merger, certain transactions are ~~incurred~~managed by RHD on a centralized basis. Under this centralized cash management program, RHD and the Company advance funds and allocate certain operating expenditures to each other.

~~(b)~~Changes ~~Components~~in net intercompany balances resulting from operating transactions have been presented as operating activities on the condensed consolidated statements of ~~net~~cash ~~periodic~~flows ~~benefit~~for ~~cost~~the nine months ended September 30, 2007, the eight months ended September 30, 2006 and the one month ended January 31, 2006.

~~The~~In ~~components~~general, ofsubstantially ~~net~~all ~~periodic~~of ~~benefit~~the ~~cost~~net ~~for~~assets of the Company and its subsidiary are restricted from being paid as ~~follows~~dividends ~~(in~~to ~~thousands):~~any third party, and our subsidiaries are restricted from paying dividends, loans or advances to Dex Media with very limited exceptions, under the terms of the Dex Media East credit facility and indentures governing our notes. There were no dividends paid to Dex Media during the nine months ended September 30, 2007. Dividends were paid to our Owner during the eight months ended September 30, 2006 and the one month ended January 31, 2006 of $84.2 million, and $7.4 million, respectively and classified as financing activities on the condensed consolidated statements of cash flows.

	Three Months Ended						Three Months Ended
	June 30, 2005						June 30, 2004
	Pension			Post-Retirement			Pension			Post-Retirement
	Benefit			Benefits			Benefit			Benefits
Service cost	$	865		$	232		$	1,254		$	282
Interest cost		1,405			409			1,387			386
Expected return on plan assets		(1,930	)		—			(1,916	)		—
Amortization of prior service costs		(49	)		(84	)		—			(43	)
Amortization of net (gain) loss		—			3			—			—
Net periodic benefit cost	$	291		$	560		$	725		$	625

10. Subsequent Events

	Six Months Ended						Six Months Ended
	June 30, 2005						June, 2004
	Pension			Post-Retirement			Pension			Post-Retirement
	Benefit			Benefits			Benefit			Benefits
Service cost	$	2,209		$	511		$	2,508		$	564
Interest cost		2,792			838			2,774			772
Expected return on plan assets		(3,903	)		—			(3,832	)		—
Amortization of prior service costs		(49	)		(127	)		—			(86	)
Amortization of net (gain) loss		—			3			—			—
Net periodic benefit cost	$	1,049		$	1,225		$	1,450		$	1,250

On October 2, 2007, RHD issued $1.0 billion of Series A-4 Notes. Proceeds from the Series A-4 Notes were (a) used to repay the $328 million RHD Credit Facility used to fund the Business.com Acquisition, (b) contributed to RHDI in order to provide funding for the tender offer and consent solicitation of RHDI’s $600 million Senior Subordinated Notes and (c) used to pay related fees and expenses and for other general corporate purposes. On October 17, 2007, RHD issued an additional $500 million of Series A-4 Notes. Certain proceeds from this issuance were transferred to Dex Media East in order to repay a portion of the term loans outstanding under the existing Dex Media East credit facility and pay related fees and expenses.

On October 17, 2007, $300.0 million of the term loans outstanding under the Dex Media East credit facility were repaid from the proceeds of the Series A-4 Notes issued on October 17, 2007. The partial repayment of the term loans outstanding under the Dex Media ~~does~~East ~~not~~credit ~~expect~~facility towill ~~make~~be accounted ~~any~~for ~~contributions~~as an extinguishment of debt resulting in a loss charged to ~~its~~interest expense during ~~pension~~the ~~plan~~three inmonths ~~2005~~ending December 31, 2007.

As a result of employee terminations, Dex Media expects that lump sum settlement payments of pension liabilities will exceed pension service and interest costs during the three months ended September 30, 2005. Dex Media expects to record a settlement as defined in SFAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits.” The result of this settlement accounting will be to record a portion of the company’s unrecognized actuarial gain or loss to income. The Company can not estimate that gain or loss at this time.

In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (“Medicare Act”) was signed into law. The Medicare Act provides for a federal subsidy to be paid to employers beginning in 2006 if an employer provides alternative prescription drug coverage for Medicare eligible retirees where that alternative coverage is at least actuarially equivalent to the standard coverage provided under the Medicare Act. Final regulations regarding the calculation of actuarial equivalence were issued on January 21, 2005 and it was subsequently determined that the plan’s prescription drug benefit for certain occupational (union) employees is projected to satisfy the requirements to receive the federal subsidy for approximately eight years beginning in 2006. The expected savings was not included in the 2004 financial results, but is expected to be reflected in the net periodic benefit cost for 2005 and later years.

On October 24, 2007, we replaced the existing Dex Media East credit facility with a new Dex ~~DEX~~Media ~~MEDIA~~East ~~EAST~~credit ~~LLC~~facility. The new Dex Media East credit facility consists of a $700.0 million aggregate principal amount tranche A term loan facility with a six-year term, a $400.0 million aggregate principal amount tranche B term loan facility with a seven-year term, a $100.0 million aggregate principal amount revolving loan facility and a $200.0 million aggregate principal amount uncommitted incremental facility, in which Dex Media East would have the right, subject to obtaining commitments for such incremental loans, on one or more occasions to increase the tranche A term loan, tranche B term loan or the revolving loan facility by such amount. The tranche A term loan may be borrowed in a single drawing on any date (the “Drawdown Date”) on or prior to December 4, 2007. The tranche B term loan may be borrowed in two drawings: once on the closing date and a second on the Drawdown Date. The new credit facility is secured by pledges of similar assets and has similar covenants and events of default as the existing Dex Media East credit facility. The proceeds from the new credit facility were used to repay the remaining term loans under the existing Dex Media East credit facility and the delayed draw term loans are available to provide funding for the redemption of Dex Media East’s outstanding 9.875% senior notes due 2009 and outstanding 12.125% senior subordinated notes due 2012, which is expected to occur on November 26, 2007. The repayment of the remaining term loans outstanding under the existing Dex Media East credit facility and redemption of Dex Media East’s outstanding 9.875% senior notes and outstanding 12.125% senior subordinated notes will be accounted for as extinguishments of debt resulting in a loss charged to interest expense during the three months ending December 31, 2007. Upon redemption of Dex Media East’s outstanding 9.875% senior notes and outstanding 12.125% senior subordinated notes, we expect that Dex Media East will no longer be required to file quarterly and annual reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In accordance with FASB Staff Position No. 106-2, “Accounting for Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003,” the reduction in plan liability was recognized as an actuarial gain as of January 1, 2005. This reduced the plan’s liability by approximately $0.1 million as of January 1, 2005. The impact of the subsidy on the total 2005 net periodic benefit cost was immaterial. In addition, the amount of federal subsidies projected to be received by us for the periods 2006 through 2013 are also expected to be immaterial.

10. Commitments and Contingencies

The Company is involved, from time to time, in litigation arising in the normal course of business. The outcome of this litigation is not expected to have a material adverse impact on the Company.

11. Related Party Transactions

Upon consummation of the acquisition of Dex West, all Dex West employees became employees of Dex Media East. Effective January 1, 2004, all employees of Dex Media East were transferred to Dex Media Service LLC (“Service Co.”). As such, all employee-related liabilities, including pension and other post-retirement obligations, are included in Service Co.’s liabilities, with an offsetting asset recorded as an affiliate receivable. Dex Media East is charged and carries an affiliate payable for the portion of the liability associated with employees providing services to Dex Media East. Under the Shared Services and Employees Agreement dated September 9, 2003, costs related to Service Co. employees providing services entirely for Dex Media East are allocated 100% to Dex Media East. Shared employee costs are allocated and charged to Dex Media East based upon Dex Media East’s proportional share of consolidated Dex Media revenue. All cash related affiliate balances are settled at least monthly.

In connection with the Acquisition, the Company entered into a management consulting agreement with each of the Sponsors. Each agreement allows the Company access to the Sponsors’ expertise in areas such as corporate management, financial transactions, product strategy, investment, acquisitions and other matters that relate to the Company’s business, administration and policies. Each of the Sponsors received a one-time transaction fee for structuring the transactions related to the Acquisition of $15.0 million. In addition, each of the Sponsors received an annual advisory fee of $1.0 million for advisory, consulting and other services. The annual advisory fee payable to the Sponsors was terminated after the Company and Dex Media West each paid a one time termination fee of $5.0 million to each of the two Sponsors, for an aggregate of $10.0 million, in conjunction with the Dex Media IPO. The Sponsors maintain the right to act as Dex Media’s financial advisor or investment banker in conjunction with any merger, acquisition, disposition, financing or similar transaction in return for additional reasonable compensation and expenses as may be agreed upon by the parties. Pursuant to these management consulting agreements, the Company incurred $0.5 million and $1.0 million in annual advisory fees for the three months and six months ended June 30, 2004, respectively.

During February 2003, Dex Media entered into a five year agreement with Amdocs, Inc. (“Amdocs”) for the complete modernization of the Company’s core production platform. This project was designed to upgrade the Company’s existing software system to enhance its functionality. WCAS, one of the Sponsors, was a shareholder of Amdocs at the time the Company entered into the agreement and ceased to be a shareholder of Amdocs during 2004. For the six months ended June 30, 2005 and 2004, Dex Media paid Amdocs $17.8 million and $30.5 million, respectively, under this agreement and for other related on-going support.

Item 2. Management’s Narrative Analysis of Results of Operations

Pursuant to General ~~Instructions~~ Instruction H(2)(a) of Form 10-Q: (i) the information called for by Item 2 ~~of Part I~~, Management’s Discussion and Analysis of Financial Condition and Results of Operations, has been ~~omitted~~ omitted and (ii) ~~the~~we ~~registrant~~are is providing athe ~~management~~following Management’s ~~analysis~~ ofNarrative ~~results~~Analysis of ~~operations~~Results of Operations.

~~Executive~~Forward-Looking ~~Overview~~Information

~~Our~~Certain statements contained in this Quarterly Report on Form 10-Q regarding our future operating results, performance, business plans or prospects and any other statements not constituting historical fact are “forward-looking statements” subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, words such as “believe,” “expect,” “anticipate,” “should,” “will,” “would,” “planned,” “estimated,” “potential,” “goal,” “outlook,” “could,” and similar expressions, are used to identify such forward-looking statements. All forward-looking statements reflect only our current beliefs and assumptions with respect to our future results, business plans and prospects, and are based solely on information currently available to us. Accordingly, these statements are subject to significant risks and uncertainties and our actual results, business plans and prospects could differ significantly from those expressed in, or implied by, these statements. We caution readers not to place undue reliance on, and we undertake no obligation to update, other than imposed by law, any forward-looking statements. Such risks, uncertainties and contingencies include, but are not limited to, statements about the benefits of the merger between R.H. Donnelley Corporation (“RHD”) and Dex Media, Inc. (“Dex Media”) (the “RHD Merger”), including future financial and operating results, Dex Media East’s plans, objectives, expectations and intentions and other statements that are not historical facts. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (1) the risk that the legacy Dex Media and RHD businesses will not continue to be integrated successfully; (2) the risk that the expected strategic advantages and remaining cost savings from the RHD Merger may not be fully realized or may take longer to realize than expected; (3) disruption from the RHD Merger making it more difficult to maintain relationships with customers, employees or suppliers; and (4) general economic conditions and consumer sentiment in our markets. Additional risks and uncertainties are described in detail in Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2006 (“2006 10-K”). Unless otherwise indicated, the terms “Dex Media East,” the “Company,” “we,” “us” and “our” refer collectively to Dex Media East LLC, its direct wholly-owned subsidiary and its and their predecessors. “Predecessor Company” refers to the operations of Dex Media East prior to the consummation of the RHD Merger on January 31, 2006. “Successor Company” refers to the operations of Dex Media East subsequent to the consummation of the RHD Merger. For ease of reference throughout this quarterly report on Form 10-Q, “Dex Media” means (a) at all times prior to the RHD Merger, Dex Media, Inc., the predecessor of Forward Acquisition Corporation (“FAC”) and a direct subsidiary of Dex Holdings, LLC and (b) at all times following the RHD Merger, Dex Media, Inc., formerly known as FAC, a direct subsidiary of RHD.

InCorporate ~~the following discussion and analysis, “we,”~~Overview ~~“our” or “us” refers to Dex Media East.~~

WeDex ~~are~~Media is the ~~exclusive~~largest directory publisher ofin the ~~“official” yellow~~Dex ~~pages~~East ~~and~~States, ~~white~~as ~~pages~~defined ~~directories~~below. ~~for~~Together with ~~Qwest~~its inparent, ~~the following~~RHD, ~~states~~Dex ~~where~~Media ~~Qwest~~ is ~~the~~one ~~primary~~of ~~incumbent~~the ~~local exchange~~nation’s ~~carrier:~~largest ~~Colorado,~~Yellow ~~Iowa,~~Pages ~~Minnesota,~~and ~~Nebraska,~~online ~~New~~local ~~Mexico,~~commercial ~~North~~search ~~Dakota~~companies, ~~and~~based ~~South~~on ~~Dakota~~revenue. WeRHD’s ~~have~~“triple-play” ~~been~~integrated ~~publishing~~marketing solutions ~~directories~~assist ~~for~~advertisers ~~over~~by ~~100 years.~~attracting ~~Our~~large ~~contractual~~volumes ~~agreements with~~of ~~Qwest~~ready-to-buy ~~grant~~consumers usthrough the ~~right~~combination toof our beprint ~~the~~directories, ~~exclusive~~Internet ~~incumbent publisher~~Yellow ofPages ~~the~~ (“~~official~~IYP”) ~~yellow pages~~ and ~~white pages~~search ~~directories~~engine ~~for~~marketing ~~Qwest~~(“SEM”) ~~in the Dex East States until November 2052~~ and ~~prevent Qwest from competing with us in the~~search ~~directory~~engine ~~products~~optimization ~~business~~(“SEO”) ~~in the Dex East States until November 2042~~services.

WeAs ~~are~~previously ~~the~~announced, ~~largest~~RHD ~~directory~~is ~~publisher~~utilizing ina ~~the~~new Dex ~~East~~market ~~States and,~~brand ~~collectively~~for ~~with~~all ~~Dex~~of ~~Media~~its ~~West,~~print ~~are~~and ~~the fourth largest~~online ~~directory~~products ~~publisher~~across inits ~~the~~entire Ufootprint.~~S. During~~ ~~the~~As ~~six~~part ~~months~~of ~~ended June 30,~~this ~~2005~~branding ~~and 2004~~strategy, weRHD ~~published~~also ~~94 and~~announced ~~92 directories,~~DexKnows.com® ~~respectively,~~as ~~and~~its ~~printed~~new ~~approximately 10.8 million~~uniform ~~and~~resource ~~9.6 million~~locator ~~copies,~~(“URL”) ~~respectively,~~across ofits entire footprint ~~these~~that ~~directories~~will ~~for~~upgrade ~~distribution~~its toexisting ~~virtually~~online ~~all~~sites ~~business~~over ~~and residential~~the ~~consumers~~remainder ~~throughout~~of ~~the~~2007 ~~Dex~~and ~~East~~into ~~States~~2008. InThis ~~addition,~~initiative ~~our~~was ~~Internet-based~~undertaken ~~directory, DexOnline.comtm, which~~as IYP is ~~bundled~~a ~~with~~cornerstone ~~our~~of ~~print~~the ~~product~~“triple toplay” ~~provide~~strategy ~~web-based~~and this platform ~~access~~will tomake our ~~directories~~rich, ~~further~~accurate ~~extends~~content ~~the~~available ~~distribution~~on ~~of our~~a ~~advertisers’~~single ~~content.~~search ~~DexOnline~~site.~~com~~ ~~includes~~RHD will continue to ~~approximately~~leverage ~~21 million~~the ~~business~~recognizable ~~listings~~Embarq (formerly known as Sprint) and ~~129 million~~ ~~residential~~AT&T ~~listings~~(formerly ~~from~~known ~~across~~as ~~the~~SBC) ~~United~~brands ~~States.~~on ~~Our~~its ~~other~~print products ~~and~~in ~~services~~those ~~include~~respective ~~the~~markets ~~sale~~while ~~of direct~~also ~~marketing~~creating ~~lists~~a single look and feel for both print and online products by highlighting the ~~sale~~Dex ofname. Within the Qwest markets, the Dex ~~directories~~brand has tremendous name recognition and ~~other~~DexKnows.com is the leader in online ~~publishers’~~local ~~directories~~search. ~~outside~~The ~~the~~DexKnows.com ~~normal~~site ~~delivery~~leverages this success and adds enhanced capabilities, new ~~schedule~~features and an intuitive interface.

WeDex ~~seek~~Media toEast ~~bring~~LLC ~~buyers~~is ~~together with our advertising customers through~~ a ~~cost-effective,~~subsidiary ~~bundled~~of ~~advertising~~Dex ~~solution~~Media ~~that includes print~~East, ~~Internet-based~~Inc. and ~~CD-ROM~~an ~~directories.~~indirect ~~The majority~~wholly-owned subsidiary of ~~our~~Dex ~~advertising customers are small and medium-sized local businesses and national businesses with a local presence~~Media. We ~~believe~~Dex ~~that~~Media ~~our~~East ~~advertising~~is ~~customers~~the ~~value:~~exclusive ~~(i) our ability~~publisher toof ~~provide~~the ~~consumers~~“official” ~~with~~yellow anpages ~~authoritative~~ and ~~diverse~~white ~~reference~~pages ~~source~~directories ~~to search~~ for ~~products~~Qwest ~~and~~Corporation, ~~services~~the ~~across multiple~~local ~~platforms;~~exchange ~~(ii) our~~carrier ~~broad~~of ~~distribution~~Qwest toCommunications ~~potential~~International ~~buyers~~Inc. ~~of our advertisers’ products and services;~~ (~~iii~~“Qwest”) ~~our~~, ~~lower~~in ~~cost~~Colorado, ~~per~~Iowa, ~~usage~~Minnesota, ~~compared~~Nebraska, ~~with~~New ~~most~~Mexico, ~~other directories~~North ~~and~~Dakota ~~a higher return on investment than other forms~~and ofSouth ~~local~~Dakota ~~advertising; and~~ (~~iv)~~ collectively, the ~~quality~~“Dex ofEast ~~our client service and support~~States”).

For the six months ended June 30, 2005, we generated approximately 97% of our total revenue from the sale of bundled print and Internet directory advertising. Our other products and services account for the remaining 3% of our total revenue. For the six months ended June 30, 2005 and 2004, we generated $359.4 million and $360.6 million in total revenue, respectively. See “Results of Operations” in this Item 2.

Background

The following discussion and analysis of our financial condition and results of operations covers the six months ended June 30, 2005 and 2004.

The non-historical statements in this Item 2, including statements regarding industry outlook and our expectations regarding the future performance of our business, are forward-looking statements. Such forward-looking statements are subject to numerous risks and uncertainties, and our results may differ materially from those contained in any such forward-looking statements. See “Disclosure Regarding Forward-Looking Statements” in this Item 2.

~~Results~~Significant ofBusiness ~~Operations~~Developments

~~Overview~~On August 23, 2007, RHD acquired Business.com, Inc. (“Business.com”), a leading business search engine and directory and performance based advertising network, for a disclosed amount of $345.0 million (the “Business.com Acquisition”). The purchase price determined in accordance with generally accepted accounting principles (“GAAP”) is $334.2 million and excludes certain items such as the value of unvested equity awards. The purpose of the Business.com Acquisition was to expand RHD and the Company’s existing interactive portfolio by adding leading Internet advertising talent and technology, to strengthen RHD and the Company’s position in the expanding local commercial search market and to develop an online performance based advertising network. Business.com also provides the established business-to-business online properties of Business.com, Work.com and the Business.com Advertising Network. We expect to adopt the Business.com technology platform to serve our existing advertiser base at our DexKnows.com Internet Yellow Pages site. Business.com now operates as a direct, wholly-owned subsidiary of RHD. As such, the results of Business.com are not included in the Company’s operating results.

~~Our~~On ~~consolidated~~October 2, ~~financial~~2007, ~~statements~~RHD ~~included~~issued in$1.0 billion ~~this~~aggregate ~~quarterly report~~principal ~~have~~amount ~~been prepared on the basis~~ of ~~the~~8.875% ~~deferral~~Series A-4 ~~and~~Senior ~~amortization~~Notes ~~method~~due of2017 ~~accounting,~~(“Series A-4 ~~under~~Notes”). ~~which~~Proceeds ~~revenue~~from ~~and~~this ~~cost of~~issuance ~~revenue~~were ~~related~~(a) used to ~~the~~repay ~~publication~~a ~~of directories are~~$328 ~~initially~~million ~~deferred~~RHD ~~and~~credit ~~then~~facility ~~recognized~~used ~~ratably~~to ~~over~~fund the ~~life~~Busisness.com ~~of each directory~~Acquisition, ~~commencing~~(b) contributed into ~~the~~R.H. Donnelley ~~month~~Inc. of(“RHDI”) ~~delivery.~~in ~~From~~order ~~time~~ to ~~time,~~provide wefunding ~~have~~for ~~determined~~the ~~that~~tender ~~the~~offer ~~publication~~and ~~dates~~consent ofsolicitation ~~certain~~of ~~directories~~RHDI’s ~~will~~$600 million beaggregate ~~extended.~~principal ~~These~~amount ~~publication~~10.875% ~~date changes~~Senior ~~are~~Subordinated ~~made~~Notes todue ~~more~~2012 (“Senior ~~efficiently~~Subordinated ~~manage~~Notes”) ~~work~~ and ~~customer flow.~~(c) used ~~The~~to ~~lives~~pay ofrelated ~~the~~fees ~~affected~~and ~~directories~~expenses ~~are~~and ~~expected~~for toother begeneral ~~12 months~~corporate ~~following~~purposes. ~~the~~On ~~new~~October 17, ~~publication date. Generally~~2007, ~~we are~~RHD ~~able~~issued toan ~~bill and collect for~~ additional ~~periods~~$500 million ~~related~~of toSeries A-4 Notes. ~~directory~~Certain ~~extensions~~proceeds ~~and~~from ~~under~~this ~~the~~issuance ~~deferral~~were ~~and~~transferred ~~amortization method~~to ofDex ~~accounting,~~Media ~~our~~East ~~related~~in ~~cost~~order ofto ~~revenue~~repay isa ~~amortized~~portion ~~over~~of the ~~extended~~term ~~estimated~~loans ~~useful~~outstanding ~~life~~under of the ~~directory. Certain~~existing ~~prior~~Dex ~~period~~Media ~~amounts~~East ~~have~~credit ~~been~~facility ~~reclassified~~and topay ~~conform~~related tofees ~~the~~and ~~2005 presentation~~expenses.

~~Revenue~~On October 24, 2007, we replaced the existing Dex Media East credit facility with a new Dex Media East credit facility. The proceeds from the new Dex Media East credit facility were used to repay the remaining term loans under the existing Dex Media East credit facility and are available to fund the redemption of Dex Media East’s outstanding 9.875% senior notes due 2009 and outstanding 12.125% senior subordinated notes due 2012, which is expected to occur on November 26, 2007. Upon redemption of Dex Media East’s outstanding 9.875% senior notes and outstanding 12.125% senior subordinated notes, we expect that Dex Media East will no longer be required to file quarterly and annual reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

WeSee ~~derive virtually all our revenue from the sale of advertising in our printed directories~~Item 1, ~~which~~“Financial weStatements ~~refer~~(Unaudited) to– asNote ~~directory services revenue. The sale of advertising in our printed directories also includes the replication of listings and display advertisements in DexOnline.com~~10, ~~our~~Subsequent ~~Internet-based directory. We also provide related services~~Events,” ~~including~~for ~~other~~additional ~~Internet-related~~information ~~products,~~regarding ~~direct~~these ~~marketing~~financing ~~lists~~ and ~~the sale of Dex directories and~~ other ~~publishers’~~related ~~directories outside of the normal delivery schedule, which we refer to collectively as other revenue~~transactions. ~~Directory services revenue is~~ affected by several factors, including changes in the quantity and size of advertisements sold, defectors and new advertisers, as well as the proportion of premium advertisements sold, changes in the pricing of advertising, changes in the quantity and mix of advertising purchased per account and the introduction of additional products which generate incremental revenue. Directory services revenue may also increase through the publication of new printed directories. Revenue recognized on sales under our Advertising Commitment Agreement with Qwest consists primarily of directory services revenue.

WeSegment ~~enter into transactions such as exclusivity arrangements,~~Reporting ~~sponsorships and other media access transactions whereby our~~ products and services are promoted by a third party and, in exchange, we carry that party’s advertisement. We account for these transactions in accordance with EITF Issue No. 99-17. Revenue and expense related to such transactions are included in the condensed consolidated statements of operations consistent with reasonably similar items sold or purchased for cash. These related revenue items are currently included in local directory services revenue. The revenue from such transactions for the six months ended June 30, 2005 and 2004 represented approximately 1% of total revenue in each period and is expected to continue at this level for the foreseeable future. The revenue and related expense have no impact on net income or cash flow over the life of the bartered advertisement.

InManagement ~~certain~~reviews ~~cases,~~and weanalyzes ~~enter~~its ~~into~~business ~~agreements with accounts that involve the delivery~~ of ~~more~~publishing ~~than~~yellow ~~one~~pages ~~product~~directories orand ~~service. We~~related ~~allocate~~local ~~revenue~~commercial ~~for~~search ~~such~~as ~~arrangements~~one inoperating ~~accordance with EITF Issue No~~segment. ~~00-21.~~

~~Cost~~New ofAccounting ~~Revenue~~Pronouncements

We ~~account~~have ~~for~~reviewed ~~cost of revenue under the deferral and amortization method of~~ accounting. ~~Accordingly,~~pronouncements ~~our~~that ~~cost~~were ~~of revenue~~issued ~~recognized~~as ~~in a reporting period consists~~ of~~: (i) costs~~ ~~incurred in that period and recognized in that period~~September 30, ~~principally sales salaries and wages; (ii) costs incurred in a prior period~~2007, ~~a portion of~~ which ~~are amortized and~~the ~~recognized~~Company inhas ~~the~~not ~~current~~yet ~~period;~~adopted, and ~~(iii) costs~~do ~~incurred in~~not ~~the~~believe ~~current period, a portion of which are amortized and recognized in~~ that ~~period and~~ the ~~balance~~pronouncements ~~of which are deferred until future periods. Consequently, there~~ will behave a ~~difference between~~material ~~the cost of revenue recognized in any given period and~~impact ~~the~~on ~~costs~~our ~~incurred~~financial inposition ~~that~~or ~~period.~~operating ~~Such differences may be significant~~results.

~~Costs~~Factors ~~incurred~~Affecting ~~in the current period and subject to deferral~~Comparability ~~include direct costs associated with the publication of~~ directories, including sales commissions, paper, printing, transportation, distribution and pre- press production, as well as employee and systems support costs relating to each of the foregoing. Sales commissions include commissions paid to employees for sales to local advertisers and to certified marketing

As a result of the RHD Merger, the related financings and associated purchase accounting, our 2007 results reported in accordance with GAAP are not comparable to our 2006 reported GAAP results. Under the deferral and amortization method of revenue recognition, the billable value of directories published is recognized as revenue in subsequent reporting periods. However, purchase accounting precluded us from recognizing directory revenue and certain expenses associated with directories that published prior to the RHD Merger, including all directories published in the month the RHD Merger was completed. Thus, our reported 2006 GAAP results are not indicative of our underlying operating and financial performance. Our revenue and operating expenses for the eight months ended September 30, 2006 were $214.5 million and $14.2 million lower, respectively, than our revenue and operating expenses would have otherwise been because of the RHD Merger. These purchase accounting adjustments are non-recurring and have no historical or future cash impact.

~~representatives,~~RESULTS ~~which~~OF act as our channel to national advertisers. All deferred costs related to the sale and production of directories are recognized ratably over the life of each directory under the deferral and amortization method of accountingOPERATIONS, ~~with~~INCLUDING ~~cost~~COMBINED ~~recognition commencing in the month of~~RESULTS ~~delivery.~~

~~General~~In addition to the GAAP presentation of our results for the nine months ended September 30, 2007, the eight months ended September 30, 2006 and ~~Administrative~~the ~~Expense~~one month ended January 31, 2006, we have provided the following combined results of Dex Media East for the nine months ended September 30, 2006 because we believe that such financial information is important to gain an understanding of the impact of the RHD Merger on Dex Media East’s underlying historical performance and future financial results. The financial information for the combined nine months ended September 30, 2006 includes the financial information of the Predecessor Company for the one month ended January 31, 2006 and of the Successor Company for the eight months ended September 30, 2006. Although we have provided these combined results in order to provide a more meaningful discussion of the periods presented, the results of periods presented are not strictly comparable due to the change in basis of assets and accounting policies that resulted from the RHD Merger.

~~Our~~Nine ~~general~~months ~~and~~ended ~~administrative expense consists primarily of the costs of advertising~~September 30, ~~promotion~~2007 and ~~marketing,~~the ~~administrative staff,~~combined ~~pension~~nine ~~and~~months ~~other~~ended ~~post-retirement benefits~~September 30, ~~information~~2006 technology, training, account billing, corporate management, office and facilities expense and bad debt expense. All our general and administrative expense is recognized in the period in which it is incurred.

~~Income~~Net ~~Tax Provision~~Revenue

WeThe ~~account~~components ~~for income taxes under the asset and liability method~~ of ~~accounting.~~our ~~Deferred~~net ~~tax~~revenue assets and liabilities are recorded to reflect the future tax consequences of temporary differences between the financial reporting bases of assets and liabilities and their tax bases at each year end. Deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the ~~year~~nine inmonths ~~which~~ended ~~those~~September 30, ~~temporary~~2007 ~~differences are expected to be recovered or settled. Deferred tax assets~~ and ~~liabilities~~ ~~are adjusted for future income tax rate changes in~~ the ~~year the changes are enacted. Deferred tax assets are~~combined ~~recognized~~nine ~~for~~months ~~operating~~ended ~~loss and tax credit carry forwards if management believes~~September 30, ~~based~~2006 ~~upon~~were ~~existing~~as ~~evidence, that it is~~follows: more likely than not that the carry forward will be utilized. All deferred tax assets are reviewed for realizability, and valuation allowances are recorded if it is more likely than not that the deferred tax assets will not be realized.

Items Affecting Comparability Between Periods


							Predecessor
	Successor Company						Company			Combined
	Nine Months			Eight Months			One Month			Nine Months
	Ended			Ended			Ended			Ended
	September 30,			September 30,			January 31,			September 30,
(amounts in thousands)	2007			2006			2006			2006			$ Change

Gross directory advertising revenue	$	518,994		$	266,212		$	59,434		$	325,646		$	193,348
Sales claims and allowances		(15,094	)		(10,755	)		(4	)		(10,759	)		(4,335	)

Net directory advertising revenue		503,900			255,457			59,430			314,887			189,013
Other revenue		9,596			7,295			1,661			8,956			640

Total Net Revenue	$	513,496		$	262,752		$	61,091		$	323,843		$	189,653

~~Prior~~Our todirectory advertising revenue is earned primarily from the ~~Dex~~sale ~~Media~~of ~~IPO,~~advertising wein ~~paid~~yellow anpages directories ~~annual~~we ~~management~~publish, ~~fee~~net of estimated sales claims and allowances. Directory advertising revenue $2also includes revenue for those Internet-based advertising products that are bundled with print advertising, including certain IYP products, and Internet-based advertising products not bundled with print advertising, such as our SEM and SEO services.~~0 million~~ toDirectory advertising revenue is affected by several factors, including changes in the ~~Sponsors.~~quantity Inand ~~connection~~size ~~with~~of advertisements sold, defectors and new advertisers as well as the ~~Dex~~proportion of premium advertisements sold, changes in the ~~Media~~pricing ~~IPO~~of advertising, wechanges ~~made~~in athe ~~lump~~quantity ~~sum~~and ~~payment~~mix of ~~$10.0 million~~advertising inpurchased per account and ~~aggregate~~the introduction of additional products which generate incremental revenue. Revenue with respect to print advertising, and Internet-based advertising products that are bundled with print advertising, is recognized under the ~~Sponsors~~deferral toand ~~terminate~~amortization ~~our~~method, ~~obligation~~whereby torevenue ~~pay~~is initially deferred ~~such~~when ~~annual~~a ~~advisory~~directory ~~fees.~~is ~~For~~published and recognized ratably over the ~~six~~directory’s ~~months~~life, ~~ended~~which is typically ~~June~~12 30months. Revenue with respect to Internet-based services that are not bundled with print advertising, ~~2004~~such as SEM and SEO services, ~~the~~is ~~Company~~recognized ~~incurred~~as ~~$1.0 million~~delivered ~~of advisory~~or ~~fees~~fulfilled.

~~The~~Net ~~Six~~directory ~~Months~~advertising ~~Ended~~revenue ~~June~~in the nine months ended September 30, ~~2005~~2007 ~~Compared~~and the combined nine months ended September 30, 2006 was $503.9 million and $314.9 million, respectively. The increase in net directory advertising revenue of $189.0 million is primarily due to the ~~Six~~effects ~~Months~~of ~~Ended~~purchase accounting ~~June~~associated with the RHD Merger in 2006. This increase was partially offset by a modest decrease in print advertisement sales attributed to weaker housing trends and economic conditions. Net directory advertising revenue for the combined nine months ended September 30, ~~2004~~2006 excluded the amortization of net directory advertising revenue for Dex Media-branded directories published before the RHD Merger under the deferral and amortization method totaling $208.5 million, which would have been reported in the period absent purchase accounting.

			Six Months Ended
			June 30,			June 31,
			2005			2004
			(Dollars in thousands)
Revenue:
	Local directory services		$	294,085		$	292,748
	National directory services			51,683			51,392
	Qwest advertising			4,578			8,450
	Other revenue			9,051			8,008
		Total revenue		359,397			360,598
Cost of revenue				107,773			110,651
	Gross profit, excluding depreciation and amortization expense		$	251,624		$	249,947
	Gross margin			70.0	%		69.3	%
General and administrative expense, including bad debt expense			$	50,954		$	47,796

Other revenue includes barter revenue, late fees received on outstanding customer balances, sales of directories and certain other print and Internet products. Other revenue in the nine months ended September 30, 2007 and the combined nine months ended September 30, 2006 was $9.6 million and $9.0 million, respectively. The increase in other revenue of $0.6 million is primarily due to recognizing a full period of results for the Dex Media publication cycle during the current period. This increase was partially offset by a decrease in barter revenue. For the combined nine months ended September 30, 2006, other revenue was $6.0 million lower than it would have been due to the impact of purchase accounting, primarily due to barter revenue.

Revenue

Total revenue decreased $1.2 million, or 0.3%, to $359.4 million for the six months ended June 30, 2005 from $360.6 million for the six months ended June 30, 2004. The decrease in total revenue was primarily due to a decrease in Qwest advertising revenue, and was partially offset by an increase in local directory services revenue and other revenue relating to our Internet product line.

~~Local~~Total ~~and~~net ~~national directory services~~ revenue isin ~~affected by a variety of volume and pricing factors. Volume related factors include quantity of advertisements sold,~~ the ~~change~~nine inmonths ~~mix~~ended ~~of advertisements among our product families~~September 30, ~~the~~2007 ~~proportion~~and ~~of advertisements sold with premium features,~~ the ~~volume~~combined ~~of promotional~~nine ~~services~~months ~~obtained from our advertisers in exchange~~ended ~~for our publication of their advertisements in our directories~~September 30, ~~the~~ ~~number~~2006 ofwas ~~local~~$513.5 million ~~advertisers’ disconnects~~ and ~~the~~$323.8 million, ~~number of new advertisers obtained during a period~~respectively. ~~Pricing~~The ~~factors include~~increase ~~price increases related to our standard rates that may be made from time to time~~ in ~~varying~~total ~~markets for varying~~net ~~categories,~~revenue ~~and~~is ~~are~~primarily ~~offset~~a byresult ~~discount~~of ~~programs that may be initiated in local markets for certain advertiser headings. Such factors generally affect~~ the ~~dollar~~impacts ~~volume~~ of ~~orders~~purchase ~~initiated in~~accounting aduring ~~period which are recognized as revenue over~~ the ~~life~~combined ofnine amonths ~~given~~ended ~~directory~~September 30, ~~beginning~~2006 indescribed ~~the month of delivery~~above. ~~Fluctuations~~ inPurchase ~~product~~accounting ~~mix~~related ~~and~~to ~~pricing~~the ~~are~~RHD ~~among~~Merger ~~the~~has ~~multiple~~no ~~factors~~impact ~~that~~on ~~contributed~~reported tonet ~~the~~revenue ~~change~~ in ~~local and national directory services revenue~~2007.

Expenses Local directory services revenue increased $1.3 million, or 0.5%, to $294.1 million for the six months ended June 30, 2005 compared to $292.7 million for the six months ended June, 2004. Local directory services revenue accounted for 81.8% and 81.2% of revenue for the six months ended June 30, 2005 and the six months ended June 30, 2004, respectively.

~~Revenue~~The ~~from~~components ~~national~~of ~~advertisers~~total ~~increased~~expenses ~~$0.3 million, or 0.6%, to $51.7 million~~ for the ~~six~~nine months ended ~~June~~ September 30, ~~2005~~2007 ~~compared~~and ~~to $51.4 million for~~ the ~~six~~combined nine months ended ~~June~~September 30, ~~2004.~~2006 ~~Revenue~~are ~~from~~as ~~national~~follows: ~~advertisers accounted for 14.4% of revenue for the six months ended June 30, 2005 and 14.3% for the six months ended June 30, 2004.~~

Revenue from Qwest advertising decreased $3.9 million, or 45.8% to $4.6 million for the six months ended June 30, 2005 from $8.5 million for the six months ended June 30, 2004. This decrease in Qwest advertising revenue was a result of the timing of Qwest’s purchases under its Advertising Commitment Agreement with us. Under the Advertising Commitment Agreement, Qwest is obligated to purchase $20.0 million collectively in advertising from us and Dex Media West. However, if in any given year Qwest exceeds $20.0 million of advertising purchases, up to $5.0 million of the excess will be credited to the following year’s purchase commitments. As a result of purchases in excess of the $20.0 million for the year ended December 31, 2003, Qwest purchased less than $20.0 million of Dex advertising in 2004, of which a portion is deferred and recognized over the life of the related directory in 2005.


					Predecessor
	Successor Company				Company		Combined
	Nine Months		Eight Months		One Month		Nine Months
	Ended		Ended		Ended		Ended
	September 30,		September 30,		January 31,		September 30,
(amounts in thousands)	2007		2006		2006		2006		$ Change

Cost of revenue	$	227,597	$	183,777	$	26,646	$	210,423	$	17,174
G&A expenses		17,568		23,443		4,097		27,540		(9,972	)
D&A expenses		102,866		73,199		12,148		85,347		17,519

Total	$	348,031	$	280,419	$	42,891	$	323,310	$	24,721

Substantially all expenses are derived from our directory publishing business and Internet-based ~~Other~~advertising ~~revenue~~products ~~increased~~and $1services.~~0 million~~ Certain costs directly related to the selling and production of directories are initially deferred and recognized ratably over the life of the directory. These costs are specifically identifiable to a particular directory and include sales commissions and print, orpaper 13and initial distribution costs.0% Sales commissions include commissions paid to employees for sales to local advertisers and to certified marketing representatives (“CMRs”), which act as our channel to national advertisers. All other expenses, such as sales person salaries, $9sales manager compensation, sales office occupancy, publishing and information technology services, are not specifically identifiable to a particular directory and are recognized as incurred.~~1 million~~ ~~for~~In the Predecessor ~~six~~Company ~~months~~financial ~~ended June 30~~statements, ~~2005~~deferred directory costs also included employee and ~~from~~systems $8support costs directly associated with the publication of directories.0 Our costs recognized in a reporting period consist of: (i) ~~million~~costs ~~for~~incurred in that period and fully recognized in that period; (ii) costs incurred in a prior period, a portion of which is amortized and recognized in the ~~six~~current ~~months~~period; ~~ended~~and ~~June~~(iii) 30costs incurred in the current period, a portion of which is amortized ~~2004~~and recognized in the current period and the balance of which is deferred until future periods. Consequently, ~~This~~there ~~increase~~will inbe ~~other~~a ~~revenue~~difference ~~was~~between ~~primarily~~costs ~~due~~recognized toin anany given period and costs ~~increase~~incurred in ~~Internet~~the ~~revenue~~given period, which may be significant. All deferred costs related to the sale and production ~~was~~of ~~partially~~directories ~~offset~~are byrecognized aratably over the life of each directory under the deferral ~~decrease~~and amortization method of accounting, with cost recognition commencing in ~~direct~~the ~~marketing~~month ~~revenue~~of directory distribution.

Cost of ~~revenue~~Revenue

~~Cost~~Total cost of revenue ~~recognized~~for the nine months ended September 30, 2007 and the combined nine months ended September 30, 2006 was $~~107~~227.86 million and $210.4 million, respectively. The increase in cost of revenue of $17.2 million is primarily due to the impact of purchase accounting associated with the RHD Merger in 2006. Similar to the deferral and amortization method of revenue recognition, certain costs directly related to the selling and production of our directories are initially deferred when incurred and recognized ratably over the life of a directory. As a result of purchase accounting required by GAAP, deferred commissions and print and delivery costs totaling $61.0 million for directories that published prior to the ~~six~~RHD Merger were not reported in the combined nine months ended ~~June~~September 30, ~~2005~~2006. ~~compared~~Directory expenses for the combined nine months ended September 30, 2006 include the amortization of deferred directory costs relating to the Dex Media East directories published beginning in February 2006. As a result of purchase accounting required by GAAP, we recorded the deferred directory costs related to directories that were scheduled to publish subsequent to the RHD Merger at their fair value of $~~110~~89.70 million, determined as (a) the ~~for~~estimated billable value of the ~~six~~published ~~months~~directory ~~ended~~less ~~June~~(b) 30the expected costs to complete the directories, ~~2004~~plus (c) a normal profit margin. ~~Cost~~We refer to this purchase accounting entry as “cost uplift.” These costs are amortized as cost of revenue ~~recognized~~ ~~represented~~over ~~30.0%~~the terms of the applicable directories and 30such amortization totaled $12.7%6 million representing a decrease of ~~revenue~~$34.1 million for the ~~six~~nine months ended ~~June~~September 30, ~~2005~~2007 ~~and~~as ~~2004,~~compared ~~respectively~~to the prior period. ~~The~~Approximately $0.6 million of cost uplift expense remains unamortized at September 30, 2007, which will be fully expensed during the three months ending December 31, 2007. Excluding these effects of purchase accounting, cost of revenue ~~recognized~~decreased ~~does~~due ~~not~~to ~~include~~office ~~any~~space ~~depreciation~~reductions and a decrease in salaries and wages due to ~~amortization~~headcount ~~expense~~reductions, as a result of cost synergies associated with the RHD Merger.

For the six months ended June 30, 2005 and 2004, we incurred costs subject to deferral and amortization of $109.8 million and $111.5 million, respectively. As described below, the decrease in incurred costs primarily resulted from decreased employee costs and direct costs of publishing.

Employee costs incurred decreased $2.5 million, or 5.1%, to $46.5 million for the six months ended June 30, 2005 compared to $49.0 million for the six months ended June 30, 2004. This decrease primarily resulted from a reduction in the number of employees, which related primarily to planned workforce reductions.

Direct publishing costs incurred, which primarily include paper, printing and distribution, decreased $3.2 million, or 8.1%, to $36.2 million for the six months ended June 30, 2005 from $39.4 million for the six months ended June 30, 2004. The decrease was primarily a result of declining printing costs in 2005 due to the implementation of a new printing agreement with one of the two outside providers of printing service.

~~Contracting~~General and ~~professional~~Administrative ~~fees incurred increased~~Expenses $3.8 million, or 77.6%, to $8.7 million for the six months ended June 30, 2005 from $4.9 million for the six months ended June 30, 2004. This increase was primarily due to costs related to supporting our new production system, which we began to incur in the second quarter of 2004.

~~National~~General ~~commissions~~and ~~incurred~~administrative ~~increased~~(“G&A”) ~~$1.3 million,~~expenses ~~or 11.5%,~~for tothe ~~$12.6~~nine months ended September ~~million~~30, ~~for~~2007 and the combined ~~six~~nine months ended ~~June~~ September 30, ~~2005~~2006 ~~from~~were $1117.36 million ~~for~~and ~~the six months ended June~~$27.6 30million, ~~2004~~respectively. The ~~increase~~decrease of $10.0 million was primarily adriven ~~result~~by ~~of moving~~ the ~~publication~~reduction ofin ~~six~~bonuses ~~directories~~to ~~from~~retain ~~the~~certain employees ~~first~~through ~~quarter of~~the ~~2005~~transition related to the ~~second~~RHD ~~quarter~~Merger, ofas ~~2005,~~well ~~and~~as ~~was~~office ~~partially~~space ~~offset by~~reductions and a decrease asin asalaries ~~result~~and ofwages ~~moving~~due ~~the~~to ~~publication~~headcount ~~date~~reductions, ofas ~~two directories~~a ~~from~~result ~~the second quarter~~ of ~~2005~~cost tosynergies associated with the ~~first~~RHD ~~quarter of 2005~~Merger.

~~Other~~Depreciation ~~cost of revenue incurred, which primarily includes systems expense~~ and ~~office~~Amortization ~~and facilities expense, was $5.8 million~~Expenses ~~for the six months ended June 30, 2005 compared to $6.9 million for the six months ended June 30, 2004.~~

~~Gross~~Depreciation ~~profit~~and amortization (“D&A”) expenses for the nine months ended September 30, 2007 and the combined nine months ended September 30, 2006 were $102.9 million and $85.3 million, respectively. The increase in D&A expense of $17.6 million is primarily related to commencing amortization of the local customer intangible assets offset by lower amortization expense for the new intangible assets established at the RHD Merger. The amortization of the local customer intangible assets was $23.8 million for the nine months ended September 30, 2007 with no comparable expense in the combined nine months ended September 30, 2006. Upon consummation of the RHD Merger, the identified intangible assets related to the Dex East Acquisition were eliminated and replaced with the identified intangible assets related to the RHD Merger. As a result, the Predecessor Company had approximately $3.3 million higher intangible amortization expense during the one month ended January 31, 2006.

~~Our~~Operating ~~gross profit was $251.6 million for the six months~~Income ended June 30, 2005 compared to $249.9 million for the six months ended June 30, 2004. Gross margin was 70.0% for the six months ended June 30, 2005 compared to 69.3% for the six months ended June 30, 2004.

~~General~~Operating income for the nine months ended September 30, 2007 and ~~administrative~~the ~~expense~~combined nine months ended September 30, 2006 was as follows:

General and administrative expense, including bad debt expense, increased $3.2 million, or 6.7%, to $51.0 million for the six months ended June 30, 2005 from $47.8 million for the six months ended June 30, 2004. The increase was primarily due to increases in employee costs contracting and professional fees, advertising and bad debt expense offset by decreases in other general and administrative expenses.

Predecessor

Successor Company

Company

Combined

Nine Months

Eight Months

One Month

Nine Months

Ended

September 30,

January 31,

September 30,

(amounts in thousands)

2007

2006

$ Change

Total

165,465

(17,667

)

18,200

533

164,932

~~Employee~~The ~~costs~~increase ~~increased~~in ~~$1.1 million,~~operating orincome ~~8.5%, to $14.1 million~~ for the ~~six~~nine months ended ~~June~~September 30, ~~2005~~2007, compared to ~~from~~operating ~~$13.0 million~~income for the ~~six~~combined nine months ended ~~June~~September 30, ~~2004.~~ ~~Employee~~2006 ~~costs~~resulted ~~include~~from ~~salaries~~an ~~and~~increase ~~wages, benefits and~~in ~~other~~net ~~employee~~revenue, ~~costs.~~partially ~~Salaries~~offset ~~and~~by ~~wages~~increases ~~were~~in ~~$7.8 million for~~cost ~~the~~of ~~six~~revenue ~~months~~and ~~ended~~D&A ~~June 30,~~expenses ~~2005~~as ~~compared~~described ~~to $8~~above.~~0 million~~ Since ~~for~~all ~~the~~deferred ~~six~~net ~~months~~revenue ~~ended~~related ~~June 30,~~to ~~2004. Benefits~~directories ~~were~~published ~~$3.8 million~~prior ~~for~~to the ~~six~~RHD ~~months~~Merger ~~ended~~is ~~June 30,~~eliminated ~~2005~~in ~~compared~~purchase toaccounting, ~~$4.1 million~~but ~~for~~only ~~the~~certain ~~six months~~direct ~~ended~~expenses ~~June 30,~~related ~~2004.~~to ~~Other~~these ~~employee costs increased~~directories ~~$1.6 million~~are ~~for~~eliminated ~~the~~under ~~six~~purchase ~~months ended June 30~~accounting, ~~2005~~purchase ~~to $2.5 million~~accounting ~~from~~has ~~$0.9 million~~a ~~for~~disproportionately ~~the six months~~adverse ~~ended~~effect ~~June 30,~~on ~~2004.~~reported ~~This~~revenue ~~increase~~in ~~was~~2006. ~~primarily~~Operating ~~related~~income ~~to recognition~~in of2007 ~~net~~will ~~accrued~~continue ~~severance~~to ~~costs~~be ~~of $1.8 million~~moderately inimpacted ~~connection~~by ~~with~~the ~~planned~~cost ~~workforce~~uplift ~~reductions~~aspect ~~during~~of ~~the~~purchase ~~three months ended June 30, 2005~~accounting.

~~Advertising~~Interest ~~expense increased $1.0 million~~Expense, ~~or 12.8%, to~~Net $8.8 million for the six months ended June 30, 2005 from $7.8 million for the six months ended June 30, 2004. Advertising expense as a percentage of revenue increased to 2.4% for the six months ended June 30, 2005 from 2.2% for the six months ended June 30, 2004.

~~Contracting~~Net ~~and~~interest ~~professional~~expense ~~fees~~for ~~increased~~the ~~$0.7~~nine months ended September ~~million~~30, 2007 and the combined nine months orended ~~8.4%~~September 30, to2006 was $84.9 million and $89.09 million, ~~for~~respectively. The decrease in net interest expense is primarily due to lower outstanding debt during the ~~six~~period ~~months~~due ~~ended~~to principal ~~June 30~~repayments, ~~2005~~as ~~from~~well $8as decreased amortization of deferred financing costs as the Predecessor Company’s deferred financing costs were eliminated in accordance with purchase accounting.~~3 million~~ Net interest expense for the ~~six~~nine months ended ~~June~~September 30, ~~2004.~~2007 ~~For~~and ~~the~~combined ~~six~~nine months ended ~~June~~ September 30, ~~2004,~~ ~~contracting~~2006 ~~and~~included ~~professional~~$0.2 million ~~fees~~and ~~included~~ $1.02 million, respectively, of ~~annual~~amortization ~~advisory~~of deferred ~~fees~~financing ~~paid~~costs. toIn ~~our~~addition, ~~Sponsors. This~~the ~~fee~~Successor ~~was~~Company ~~terminated~~amortized ina ~~conjunction~~portion ~~with~~of the ~~Dex~~fair ~~Media IPO~~value ~~and~~adjustment, ~~therefore~~which was ~~not~~recorded ~~incurred~~at in the ~~six~~consummation ~~months~~of ~~ended June 30,~~the ~~2005~~RHD Merger. The ~~decrease~~Company inrecognizes ~~such~~an offset ~~advisory~~to ~~fees~~interest ~~was offset~~expense byeach anperiod ~~increase~~for inthe ~~on-going~~amortization ~~support~~of ~~costs~~the ~~related~~corresponding tofair ~~our~~value ~~new~~adjustment ~~production~~over ~~system,~~the ~~which~~life weof ~~began~~the ~~incurring~~respective indebt. ~~the~~This ~~second~~fair value adjustment was amortized as a ~~quarter~~reduction to interest expense of ~~2004~~$11.3 million during the nine months ended September 30, 2007 and the eight months ended September 30, 2006.

Bad debt expense increased $0.6 million, or 5.3%, to $11.9 million for the six months ended June 30, 2005 from $11.3 million for the six months ended June 30, 2004. Bad debt expense as a percentage of total revenue was 3.3% for the six months ended June 30, 2005 compared to 3.1% for the six months ended June 30, 2004.

All other general and administrative expense was $7.2 million for the six months ended June 30, 2005 compared to $7.4 million for the six months ended June 30, 2004.

~~Amortization~~Income ~~of intangibles~~Taxes

The effective tax rate on income (loss) before income taxes for the nine months ended September 30, ~~For~~2007, the ~~six~~eight months ended ~~June~~September 30, ~~2005~~2006 and ~~2004~~the ~~we recognized~~one ~~$76.8~~month ended January ~~million~~31, ~~and~~2006 ~~$90~~was 40.~~6 million~~3%, ~~respectively~~38.9% and 39.7%, inrespectively. ~~amortization~~The ~~expense~~effective ~~related~~tax torate ~~our identifiable~~for ~~intangible~~the ~~assets.~~nine ~~The~~months ~~decrease~~ended inSeptember 30, ~~amortization~~2007 ~~expense~~reflects ~~from~~changes ~~the~~in ~~prior~~estimates ~~year~~for ~~was~~state ~~the~~and ~~result~~local oftax. aThe ~~declining~~effective ~~method~~rate in the eight months ~~used~~ended toSeptember 30, ~~amortize~~2006 reflected the ~~value~~impact of the ~~acquired~~integration ~~customer~~related ~~accounts~~to ~~in proportion~~the RHD Merger combined with ~~their~~favorable ~~estimated~~treatment ~~retention~~of ~~lives~~certain purchase accounting adjustments.

Interest expense

Interest expense was $74.3 million and $94.5 million for the six months ended June 30, 2005 and 2004, respectively. The decrease in interest expense was primarily a result of debt repayments including the redemption of $183.8 million on the senior subordinated debt paid in conjunction with the Dex Media IPO. Interest expense for the six months ended June 30, 2005 and 2004 included $9.0 million and $15.7 million, respectively, of amortization of deferred financing costs.

Income taxes

SFAS No. 109 requires that we recognize deferred income tax assets on net operating losses to the extent realization of these assets is more likely than not. As of June 30, 2005 we have recorded $28.6 million of net deferred income tax assets, of which $15.1 million relates to estimated net operating loss carryforwards of $38.5 million. As of December 31, 2004 we recorded $46.5 million of net deferred income tax assets, of which $28.3 million resulted from estimated net operating loss carryforwards of $66.7 million, pending the filing of the 2004 income tax return. The net operating loss carryforwards do not begin to expire until 2022. Based upon current projections of income and expenses, we have determined that it is more likely than not that we will utilize these deferred tax assets before the expiration of the net operating loss carryforward periods. Accordingly, no valuation allowance has been recorded.

Material Trends, Known Facts and Uncertainties

Directory Services Revenue

For the six months ended June 30, 2005, approximately 97% of our revenue came from directory services, our bundled advertising solution that includes print, Internet-based directories and CD-ROMs. Our ability to increase directory services revenue is dependent on our ability to attract and retain advertisers or increase revenue per advertiser account through a change in advertising volume and/or rates.

While we do not believe there has been any material change in our advertiser account renewal rate, we were unable to report our renewal rate in 2004 or to date in 2005 due to our conversion to the Amdocs software system. The Amdocs conversion has resulted in certain of our customer account categories being reclassified, which may result in a change in how we report our total number of customer accounts, thereby having an effect on our reported renewal rate. Further, we believe that our revenue per advertiser account has likely increased primarily as a result of the inherent value in our products resulting in a continued ability to increase prices.

Segmented Pricing

We are continuing to implement a more sophisticated segmented pricing strategy, which prices advertisements by heading category. We believe that implementing this strategy will improve advertiser retention ultimately improving revenue growth as we better align our pricing with our customers’ perception of value.

Competition

The U.S. directory advertising industry continues to be very competitive. There are a number of independent directory publishers and publishers affiliated with local exchange carriers with which we compete in one or more of the Dex East States. On average, there are two to three competing directories (including

Dex) in each of our local markets. Competition from other yellow pages publishers affects our ability to attract and retain advertisers and to increase advertising rates.

Through our Internet-based directory, DexOnline.com, we compete with these publishers and with other Internet sites providing search and classified directory information. In addition, we compete against other forms of media, including newspapers, radio, television, the Internet, billboards and direct mail for business advertising.

Internet

We believe that our Internet-based directory, DexOnline.com, is an extension of our printed directories. We believe that any decline in the usage of our printed directories could be offset by an increase in usage of our Internet-based directory, DexOnline.com, which was the number one rated Internet Yellow Page local search site during 2004 and in the first quarter of 2005 in the Dex States as reported by comScore. Additionally, the full roll-out of our Search Engine Marketing (“SEM”) product, Dex Web Clickstm, will serve to provide our advertisers with a simplified solution to their participation in the complex area of auction-based internet advertising and could provide us with incremental revenue growth. However, if we are unsuccessful in monetizing increased usage from our Internet-based directory or are not able to effectively deliver our SEM product, our business could be negatively impacted.

Paper Prices

Paper is our principal raw material. Substantially all of the paper that we use (other than for covers) is supplied by two companies: Nippon Paper Industries USA, Co., Ltd. and Norske Skog Canada (USA), Inc. Prices under the two agreements are negotiated each year based on prevailing market rates, which have been declining consistent with general U.S. market trends for directory paper over the last three years. After recent favorable trends, beginning in the second half of 2004, pulp prices have been increasing at rates higher than the general inflation rate. This has resulted in upward pressure on our paper prices. The effect of such upward price pressure, however, will be moderated due to the fact that prices under both our paper agreements are subject to certain price escalation limits.

New Accounting Standards

On March 29, 2005, the SEC released SAB No. 107, which provides an interpretation of SFAS No. 123R and its interaction with certain SEC rules and regulations and provides the SEC’s views regarding the valuation of share-based payment arrangements for public companies. SAB No. 107 provides guidance with regard to share-based payment transactions with non-employees, the transition from nonpublic to public entity status, valuation methods (including assumptions such as expected volatility and expected term), the accounting for certain redeemable financial instruments issued under share-based payment arrangements, the classification of compensation expense, non-GAAP financial measures, first-time adoption of SFAS No. 123R, the modification of employee share options prior to adoptions of SFAS No. 123R and disclosures in Management’s Discussion and Analysis subsequent to the adoption of SFAS No. 123R. Based upon the number of stock options outstanding as of June 30, 2005, the Company has determined that the adoption of SAB No. 107 will not have a material impact on its results of operations.

On April 14, 2005, the SEC announced the adoption of a new rule that amends the compliance dates for SFAS No. 123R. Under SFAS No. 123R, registrants would have been required to implement the standard as of the beginning of the first interim or annual period that begins after June 15, 2005. The SEC’s new rule requires companies to implement SFAS No. 123R at the beginning of their next fiscal year beginning on or after June 15, 2005, instead of the first reporting period that begins after June 15, 2005. As a result, the financial statements of the Company must comply with SFAS No. 123R beginning with the interim financial statements for the first quarter of 2006. The SEC’s new rule does not change the accounting required by SFAS No. 123R; it changes only the dates for compliance with the standard.

During May 2005, the FASB issued SFAS No. 154. This statement applies to all voluntary changes in accounting principle and requires retrospective application of the new accounting principle to prior accounting

periods as if that principle had always been used. In addition, this statement requires that a change in depreciation method be accounted for as a change in estimate. The requirements are effective for changes made in fiscal years beginning after December 15, 2005. The Company does not expect the adoption of SFAS No. 154 to have a material impact on the Company’s financial statements.

Cautionary Note Regarding Forward-Looking Statements

This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Such risks and uncertainties are described in detail in our Annual Report on Form 10-K for the year ended December 31, 2004 and include, but are not limited to: (i) our substantial indebtedness, which could impair our ability to operate our business; (ii) the terms of our subsidiaries’ credit facilities and indentures, which may restrict our access to cash flow and our ability to pursue our business strategies; (iii) increased competitive pressure from other directory publishers or media companies; (iv) the loss of any of our key agreements with Qwest; (v) declining usage of printed yellow page directories; (vi) our inability to renew customer advertising contracts; (vii) risks related to the start-up of new print or Internet directories and media services; (viii) our practice of extending credit to small and medium-sized businesses; (ix) our dependence on third-party providers of printing, distribution and delivery services; (x) the impact of fluctuations in the price or availability of paper; (xi) our failure to successfully convert to the Amdocs software system; (xii) the impact of turnover among sales representatives or the loss of key personnel; (xiii) the occurrence of work stoppages; and (xiv) general economic, market or business conditions. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “assumption” or the negative of these terms or other comparable terminology. These statements are only predictions.

In particular, forward-looking statements include, but are not limited to, statements made under the heading “Management’s Narrative Analysis of Results of Operations” relating to our strategies, revenue and cost trends, gross margins, cost savings benefits, industry and competitive forces, our segmented pricing strategy, usage of DexOnline.com and Dex Web Clicks and the impact on the Company of recent accounting pronouncements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. These forward-looking statements are made as of the date of this quarterly report and, except as required under the federal securities laws and the rules and regulations of the SEC, we assume no obligation to update or revise them or to provide reasons why actual results may differ.

We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this quarterly report. Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by the forward-looking statements contained in this quarterly report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Omitted pursuant to General ~~Instructions~~ Instruction H(2)(c) of Form 10-Q.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures. Based on their evaluation, as of the end of ~~Dex~~the ~~Media~~period ~~East~~covered ~~maintains~~by this Quarterly Report on Form 10-Q, of the effectiveness of the Company’s disclosure controls and procedures (as defined in ~~Rule~~Rules 13a-15(e) ~~promulgated~~and 15d-15(e) under the Securities Exchange Act of 1934) the principal executive officer and principal financial officer of the Company have each concluded that such disclosure controls and procedures are ~~designed~~effective and sufficient to ensure that information ~~that would be~~ required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act ~~reports~~of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

22(b) Changes in Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~specified~~PART inII. ~~the~~OTHER ~~SEC’s rules and forms, and that such~~INFORMATION information is accumulated and communicated to Dex Media East’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, Dex Media East carried out an evaluation, under the supervision and with the participation of Dex Media East’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Dex Media East’s disclosure controls and procedures. Based on the foregoing, Dex Media East’s Chief Executive Officer and Chief Financial Officer concluded that Dex Media East’s disclosure controls and procedures were effective as of the end of the period covered by this report.

During the three months ended June 30, 2005, there was no change in Dex Media East’s internal controls or in other factors that has materially affected, or is reasonably likely to materially affect, Dex Media East’s internal controls over financial reporting.

PART II.

OTHER INFORMATION

Item 1. Legal Proceedings

~~From~~No ~~time to time, we are a party to litigation matters arising in connection with the normal course of our business~~changes. ~~In many of~~ ~~these matters, plaintiffs allege that they have suffered damages~~ from errors or omissions or improper listings contained in directories published by us. Although we have not had notice of any such claims that we believe to be material, any pending or future claim could have a material adverse effect on our business.

~~In addition, we are exposed to defamation and breach of privacy claims arising from our publication of directories and our methods of collecting, processing and using personal data~~Item 1A. ~~The subjects~~Risk ~~of our data and users of data that we collect and~~Factors publish could have claims against us if such data were found to be inaccurate, or if personal data stored by us were improperly accessed and disseminated by unauthorized persons. Although to date we have not had notice of any material claims relating to defamation or breach of privacy claims, we may be party to litigation matters that could have a material adverse effect on our business.

No changes.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Omitted pursuant to General ~~Instructions~~ Instruction H(2)(b) of Form 10-Q.

Item 3. Defaults Upon Senior Securities

Omitted pursuant to General ~~Instructions~~ Instruction H(2)(b) of Form 10-Q.

Item 4. Submission of Matters to a Vote of Security Holders

Omitted pursuant to General ~~Instructions~~ Instruction H(2)(b) of Form 10-Q.

Item 5. Other Information

On June 16, 2005, Dex Media East amended its Credit Agreement, as amended and restated, to, among other things: (i) permit Dex Media East to engage in accounts receivable securitization transactions not exceeding $168None.~~0 million in~~ ~~the aggregate at any time; (ii) increase the restricted~~ payment basket for cash dividends by the Company from $29.4 million to $42.0 million annually; and (iii) reduce the applicable margins for Tranche A term loans and revolving loans made under such Credit Agreement.

Item 6. Exhibits

Exhibits			Description
Exhibit
	Exhibit 10	.1	Dex Media, Inc. Deferred Compensation Plan (incorporated by reference to Dex Media, Inc.’s Current Report on Form 8-K dated May 17, 2005).
Number		Document
	Exhibit 10	.2	Dex Media, Inc. Corporate Aircraft Policy (incorporated by reference to Dex Media, Inc.’s Current Report on Form 8-K dated May 17, 2005).
10.1		Credit Agreement, dated as of October 24, 2007, by and among Dex Media East LLC, as borrower, Dex Media East, Inc., Dex Media, Inc., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the several banks and other financial institutions or entities from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 26, 2007, Commission File No. 333-102395).
	Exhibit 10	.3	Dex Media, Inc. Financial Planning Benefit (incorporated by reference to Dex Media, Inc.’s Current Report on Form 8-K dated May 17, 2005).
10.2		Guarantee and Collateral Agreement, dated as of October 24, 2007, by and among Dex Media East LLC, Dex Media East Inc., the subsidiary guarantor a party thereto and JPMorgan Chase Bank, NA, as Collateral Agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 26, 2007, Commission File No. 333-102395).
	Exhibit 10	.4	Dex Media, Inc. 2005 Bonus Plan Targets (incorporated by reference to Dex Media, Inc.’s Current Report on Form 8-K dated May 17, 2005).
10.3		Pledge Agreement, dated as of October 24, 2007, by and between Dex Media, Inc. and JPMorgan Chase Bank, NA, as Collateral Agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 26, 2007, Commission File No. 333-102395).
	Exhibit 10	.5	Fifth Amendment, dated as of June 16, 2005, to the Credit Agreement, dated as of November 8, 2002, as amended and restated as of July 27, 2004, by and among Dex Media, Inc., Dex Media East, Inc., Dex Media East LLC, JPMorgan Chase Bank, as administrative agent, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as joint bookrunners and co-lead arrangers, and Bank of America, N.A., Wachovia Bank, National Association, Lehman Commercial Paper Inc. and Deutsche Bank Trust Company Americas, as co-syndication agents.
31.1*		Certification of Quarterly Report on Form 10-Q for the period ended September 30, 2007 by David C. Swanson, Chairman and Chief Executive Officer of Dex Media East LLC under Section 302 of the Sarbanes Oxley Act.
	Exhibit 31	.1	Certification of Chief Executive Officer of Dex Media East LLC pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2*		Certification of Quarterly Report on Form 10-Q for the period ended September 30, 2007 by Steven M. Blondy, Executive Vice President and Chief Financial Officer of Dex Media East LLC under Section 302 of the Sarbanes Oxley Act.
	Exhibit 31	.2	Certification of Chief Financial Officer of Dex Media East LLC pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1*		Certification of Quarterly Report on Form 10-Q for the period ended September 30, 2007 under Section 906 of the Sarbanes Oxley Act by David C. Swanson, Chairman and Chief Executive Officer, and Steven M. Blondy, Executive Vice President and Chief Financial Officer of Dex Media East LLC.

24 * Filed herewith.

SIGNATURES ~~SIGNATURE~~

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

DEX MEDIA EAST LLC


	DEX MEDIA EAST LLC

Date: November 6, 2007	By:	/s/ Steven M. Blondy
		Steven M. Blondy
		Executive Vice President and Chief Financial
		Officer (Principal Financial Officer)

Date: November 6, 2007	By:	/s/ Karen E. Palczuk
		Karen E. Palczuk
		Interim Controller and Assistant Vice President — Process and
		Performance Management
		(Interim Principal Accounting Officer)

~~By: /s/ ROBERT M. NEUMEISTER, JR.~~23

Robert M. Neumeister, Jr. Executive Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

Date: August 8, 2005

Exhibit Index ~~EXHIBIT INDEX~~

Exhibits			Description
10.1		Credit Agreement, dated as of October 24, 2007, by and among Dex Media East LLC, as borrower, Dex Media East, Inc., Dex Media, Inc., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the several banks and other financial institutions or entities from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 26, 2007, Commission File No. 333-102395).
	Exhibit 10	.1	Dex Media, Inc. Deferred Compensation Plan (incorporated by reference to Dex Media, Inc.’s Current Report on Form 8-K dated May 17, 2005).
10.2		Guarantee and Collateral Agreement, dated as of October 24, 2007, by and among Dex Media East LLC, Dex Media East Inc., the subsidiary guarantor a party thereto and JPMorgan Chase Bank, NA, as Collateral Agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 26, 2007, Commission File No. 333-102395).
	Exhibit 10	.2	Dex Media, Inc. Corporate Aircraft Policy (incorporated by reference to Dex Media, Inc.’s Current Report on Form 8-K dated May 17, 2005).
10.3		Pledge Agreement, dated as of October 24, 2007, by and between Dex Media, Inc. and JPMorgan Chase Bank, NA, as Collateral Agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 26, 2007, Commission File No. 333-102395).
	Exhibit 10	.3	Dex Media, Inc. Financial Planning Benefit (incorporated by reference to Dex Media, Inc.’s Current Report on Form 8-K dated May 17, 2005).
31.1*		Certification of Quarterly Report on Form 10-Q for the period ended September 30, 2007 by David C. Swanson, Chairman and Chief Executive Officer of Dex Media East LLC under Section 302 of the Sarbanes Oxley Act.
	Exhibit 10	.4	Dex Media, Inc. 2005 Bonus Plan Targets (incorporated by reference to Dex Media, Inc.’s Current Report on Form 8-K dated May 17, 2005).
31.2*		Certification of Quarterly Report on Form 10-Q for the period ended September 30, 2007 by Steven M. Blondy, Executive Vice President and Chief Financial Officer of Dex Media East LLC under Section 302 of the Sarbanes Oxley Act.
	Exhibit 10	.5	Fifth Amendment, dated as of June 16, 2005, to the Credit Agreement, dated as of November 8, 2002, as amended and restated as of July 27, 2004, by and among Dex Media, Inc., Dex Media East, Inc., Dex Media East LLC, JPMorgan Chase Bank, as administrative agent, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as joint bookrunners and co-lead arrangers, and Bank of America, N.A., Wachovia Bank, National Association, Lehman Commercial Paper Inc. and Deutsche Bank Trust Company Americas, as co-syndication agents.
32.1*		Certification of Quarterly Report on Form 10-Q for the period ended September 30, 2007 under Section 906 of the Sarbanes Oxley Act by David C. Swanson, Chairman and Chief Executive Officer, and Steven M. Blondy, Executive Vice President and Chief Financial Officer of Dex Media East LLC.
	Exhibit 31	.1	Certification of Chief Executive Officer of Dex Media East LLC pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
	Exhibit 31	.2	Certification of Chief Financial Officer of Dex Media East LLC pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

26 * Filed herewith.

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