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: 333-112694

~~Dex~~DEX ~~Media~~MEDIA ~~West~~WEST LLC

(Exact name of registrant as specified in its charter)

Delaware		25-1903487
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
1001 Winstead Drive, Cary, N.C.		27513
(Address of principal executive offices)		(Zip Code)

(919) 297-1600 ~~198~~(Registrant’s ~~Inverness~~telephone ~~Drive~~number, ~~West~~ including area code)

N/A ~~Englewood~~(Former Name, ~~Colorado~~Former Address and Former Fiscal Year, if Changed Since Last Report)

80112

(Address of principal executive offices)

(303) 784-2900

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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 ~~IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.~~ þ

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*		14
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		23
Item 6.	Exhibits		23
Signature			25
Fourth 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(1)(a) ofAND ~~Financial Condition and Results of Operations, has been omitted and~~ (iib) OF ~~the~~FORM ~~registrant~~10-Q isAND ~~providing~~IS aTHEREFORE FILING ~~management’s~~THIS ~~narrative~~FORM ~~analysis~~WITH ofTHE ~~results~~REDUCED ofDISCLOSURE ~~operations~~FORMAT.

PART I.

FINANCIAL INFORMATION

Item 1. Financial Statements

DEX MEDIA WEST 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~~West 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*		14

Item 3. Quantitative and Qualitative Disclosures About Market Risk**		19

Item 4. Controls and Procedures		19

PART II: OTHER INFORMATION

Item 1. Legal Proceedings		20

Item 1A. Risk Factors		20

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds***		20

Item 3. Defaults Upon Senior Securities***		20

Item 4. Submission of Matters to a Vote of Security Holders***		20

Item 5. Other Information		20

Item 6. Exhibits		21

SIGNATURES		22
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		$	—	$	8,933
	Accounts receivable, net			65,890		48,109
	Deferred directory costs			165,520		155,819
	Current deferred income taxes			26,897		5,265
	Other current assets			9,092		7,259
		Total current assets		267,399		225,385
Property, plant and equipment, net				50,948		50,721
Goodwill				2,190,715		2,190,715
Intangible assets, net				1,573,975		1,669,985
Deferred income taxes				—		10,438
Deferred financing costs				67,342		75,962
Other assets				1,426		1,636
		Total Assets	$	4,151,805	$	4,224,842
LIABILITIES AND OWNER’S EQUITY
Current liabilities:
	Accounts payable		$	13,335	$	9,398
	Employee compensation			1,897		—
	Amounts due to affiliate			20,249		30,022
	Deferred revenue and customer deposits			118,458		111,068
	Accrued interest payable			46,500		43,739
	Current portion of long-term debt			146,597		84,302
	Other accrued liabilities			6,116		8,295
		Total current liabilities		353,152		286,824
Long-term debt				2,652,477		2,836,498
Post-retirement obligations				8,713		—
Amounts due to affiliate related to post-retirement obligations				36,714		42,252
Deferred income taxes				33,689		—
Other liabilities				40		135
		Total Liabilities		3,084,785		3,165,709
Commitments and contingencies (Note 9)
Owner’s interest				1,067,020		1,084,327
Accumulated deficit				—		(25,194	)
		Total Owner’s Equity		1,067,020		1,059,133
		Total Liabilities and Owner’s Equity	$	4,151,805	$	4,224,842

See accompanying notes to condensed consolidated financial statements.

~~DEX~~PART ~~MEDIA~~I. ~~WEST~~FINANCIAL ~~LLC~~INFORMATION

ANItem I. ~~INDIRECT~~Financial ~~WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.~~Statements

~~CONDENSED~~Dex ~~CONSOLIDATED~~Media ~~STATEMENTS~~West ~~OF OPERATIONS~~LLC

~~(Dollars~~Condensed inConsolidated ~~thousands~~Balance Sheets (Unaudited)

(Unaudited)


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

Assets
Current Assets
Cash and cash equivalents	$	3,756		$	28,358
Accounts receivable
Billed		83,208			67,539
Unbilled		276,707			306,016
Allowance for doubtful accounts and sales claims		(15,177	)		(10,803	)

Net accounts receivable		344,738			362,752
Deferred directory costs		67,805			88,226
Short-term deferred income taxes, net		38,575			12,505
Prepaid expenses and other current assets		38,093			29,416

Total current assets		492,967			521,257

Fixed assets and computer software, net		39,692			34,656
Other non-current assets		8,696			10,668
Intangible assets, net		4,903,836			5,034,651
Goodwill		1,364,106			1,368,789

Total Assets	$	6,809,297		$	6,970,021

Liabilities and Owner’s Equity
Current Liabilities
Accounts payable and accrued liabilities	$	31,166		$	21,945
Affiliates payable, net		183,153			84,011
Accrued interest		25,806			55,663
Deferred directory revenue		420,147			465,409
Current portion of long-term debt		140,215			134,552

Total current liabilities		800,487			761,580

Long-term debt		2,251,649			2,561,879
Amount due to affiliate primarily related to post-retirement and other post-employment obligations		56,558			56,558
Deferred income taxes, net		1,289,022			1,227,796
Other non-current liabilities		19,080			15,909

Total liabilities		4,416,796			4,623,722
Commitments and contingencies
Owner’s Equity
Owner’s interest		2,480,325			2,480,325
Accumulated deficit		(83,975	)		(132,230	)
Accumulated other comprehensive loss		(3,849	)		(1,796	)

Total owner’s equity		2,392,501			2,346,299

Total Liabilities and Owner’s Equity	$	6,809,297		$	6,970,021

			Three Months Ended						Six Months Ended
			June 30,						June 30,
			2005			2004			2005			2004
Revenue			$	235,347		$	216,895		$	465,812		$	424,283
Operating expenses:
	Cost of revenue			70,785			66,913			140,529			129,735
	General and administrative expense			26,071			23,708			49,669			46,458
	Bad debt expense			5,889			5,719			10,956			11,827
	Depreciation and amortization expense			4,440			4,245			8,463			8,084
	Amortization of intangibles			48,005			57,829			96,010			115,658
		Total operating expenses		155,190			158,414			305,627			311,762
		Operating income		80,157			58,481			160,185			112,521
Other (income) expense:
	Interest income			(538	)		(185	)		(705	)		(328	)
	Interest expense			47,715			52,723			104,404			107,899
	Other income, net			(1,122	)		—			(1,090	)		—
		Income before income taxes		34,102			5,943			57,576			4,950
Income tax provision				13,331			2,358			22,497			1,964
		Net income	$	20,771		$	3,585		$	35,079		$	2,986

The accompanying notes are an integral part of the condensed consolidated financial statements.

See accompanying notes to condensed consolidated financial statements.

~~DEX~~Dex ~~MEDIA~~Media ~~WEST~~West 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	$	236,524		$	131,687
Expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below)		90,833			82,270
General and administrative expenses		7,363			10,041
Depreciation and amortization		48,880			35,331

Total expenses		147,076			127,642
Operating income		89,448			4,045
Interest expense, net		44,844			48,609

Income (loss) before income taxes		44,604			(44,564	)
Provision (benefit) for income taxes		16,629			(17,365	)

Net income (loss)	$	27,975		$	(27,199	)
Comprehensive Income (Loss)
Net income (loss)	$	27,975		$	(27,199	)
Unrealized loss on interest rate swaps, net of tax		(3,726	)		(8,151	)

Comprehensive income (loss)	$	24,249		$	(35,350	)

~~(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			$	35,079		$	2,986
	Adjustments to net income:
		Bad debt expense			10,956			11,827
		Depreciation and amortization expense			8,463			8,084
		Amortization of intangibles			96,010			115,658
		Amortization of deferred financing costs			10,750			13,108
		Stock-based compensation expense			514			177
		Loss on disposition of assets			28			9
		Deferred tax provision			22,497			1,964
	Changes in operating assets and liabilities:
		Accounts receivable			(28,737	)		(18,852	)
		Deferred directory costs			(9,701	)		(20,698	)
		Other current assets			(1,833	)		2,554
		Other long term assets			210			—
		Accounts payable and other liabilities			1,685			(954	)
		Accrued interest			2,761			(6,012	)
		Deferred revenue and customer deposits			7,390			48,158
		Amounts due to affiliates			(7,805	)		(26,676	)
		Employee benefit plan obligations			577			—
		Other long-term liabilities			(95	)		(383	)
		Amounts due to affiliate related to post-retirement benefits			2,598			3,242
			Cash provided by operating activities		151,347			134,192
Investing activities:
	Expenditures for property, plant and equipment				(1,672	)		(3,795	)
	Capitalized software development costs				(7,046	)		(17,156	)
	Acquisition of Dex West				—			5,251
			Cash used for investing activities		(8,718	)		(15,700	)
Financing activities:
	Proceeds from borrowings on revolving credit facility				79,500			23,000
	Repayments of borrowings on revolving credit facility				(36,000	)		(23,000	)
	Payments on long-term debt				(165,226	)		(108,000	)
	Payment of financing costs				(2,130	)		(1,659	)
	Distribution to owner				(27,706	)		(11,689	)
			Cash used for financing activities		(151,562	)		(121,348	)
Cash and cash equivalents:
	Decrease				(8,933	)		(2,856	)
	Beginning balance				8,933			4,658
			Ending balance	$	—		$	1,802
Supplemental cash flow disclosures:
Interest paid				$	94,185		$	100,857

See accompanying notes to condensed consolidated financial statements.

~~DEX~~Dex ~~MEDIA~~Media ~~WEST~~West 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	$	705,953		$	235,970		$	78,803
Expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below)		285,638			187,214			33,598
General and administrative expenses		28,853			30,041			4,991
Depreciation and amortization		141,934			94,565			14,661

Total expenses		456,425			311,820			53,250
Operating income (loss)		249,528			(75,850	)		25,553
Interest expense, net		138,817			131,666			17,700

Income (loss) before income taxes		110,711			(207,516	)		7,853
Provision (benefit) for income taxes		42,456			(80,752	)		3,134

Net income (loss)	$	68,255		$	(126,764	)	$	4,719
Comprehensive Income (Loss)
Net income (loss)	$	68,255		$	(126,764	)	$	4,719
Unrealized loss on interest rate swaps, net of tax		(2,053	)		(3,096	)		—

Comprehensive income (loss)	$	66,202		$	(129,860	)	$	4,719

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

1. Description of business

(a) The Company

Dex Media West LLC (“Dex Media West” or the “Company”) is a subsidiary of Dex Media West, Inc. and an indirect wholly-owned subsidiary of Dex Media, Inc. (“Dex Media”). Dex Media West is the exclusive official directory publisher for Qwest Corporation, the local exchange carrier of Qwest Communications International, Inc. (“Qwest”) in Arizona, Idaho, Montana, Oregon, Utah, Washington and Wyoming (collectively, the “Dex West States”).

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 (“WCAS”) (collectively, the “Sponsors”).

In the first phase of the purchase, which was consummated on November 8, 2002, Dex Holdings assigned to Dex Media East LLC (“Dex Media East”), another indirect wholly-owned subsidiary of Dex Media, its right to purchase the directory business of Qwest Dex in Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South Dakota. In the second phase of the purchase, which was consummated on September 9, 2003 (the “Acquisition”), Dex Holdings assigned its right to purchase the directory business of Qwest Dex in the Dex West States (“Dex West”) to the Company. 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 West 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 West 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. On August 26, 2004, a portion of the net proceeds related to the Dex Media IPO was used to redeem $18.2 million of Dex Media West’s senior subordinated notes at a redemption price of 109.875% along with the accrued and unpaid interest. Also in connection with the Dex Media IPO, the Company paid $5.0 million to each of the Sponsors to eliminate the $2.0 million aggregate annual advisory fees payable under Dex Media West’s management consulting agreements.

2. Basis of Presentation

(a) General

The accompanying condensed consolidated interim financial statements are unaudited. In compliance with the instruction 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

~~DEX~~Dex ~~MEDIA~~Media ~~WEST~~West 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)	$	68,255		$	(126,764	)	$	4,719
Reconciliation of net income (loss) to net cash provided by operating activities:
Depreciation and amortization		141,934			94,565			14,661
Deferred income tax provision (benefit)		41,246			(80,752	)		3,134
Provision for bad debts		13,507			8,312			4,605
Stock-based compensation expense		9,680			7,414			1,587
Interest rate swap ineffectiveness		—			593			194
Amortization of debt fair value adjustment		(9,671	)		(10,176	)		—
Amortization of deferred financing costs		1,345			1,427			1,141
Loss on disposition of assets		22			—			—
Changes in assets and liabilities:
Decrease (increase) in accounts receivable		4,406			13,175			(1,966	)
Decrease (increase) in other assets		11,259			(51,974	)		2,132
(Decrease) increase in accounts payable and accrued liabilities		(26,306	)		(41,260	)		2,569
(Decrease) increase in deferred directory revenue		(45,262	)		366,285			110
Increase (decrease) in affiliates payable		89,405			14,038			(253	)
Increase in other non-current liabilities		2,257			574			87
Increase in amounts due to affiliates primarily related to post-retirement and other post-employment benefits		—			3,515			534

Net cash provided by operating activities		302,077			198,972			33,254
Cash Flows from Investing Activities
Additions to fixed assets and computer software		(16,120	)		(8,508	)		(538	)

Net cash used in investing activities		(16,120	)		(8,508	)		(538	)
Cash Flows from Financing Activities
Revolver borrowings		84,700			251,400			—
Revolver repayments		(59,700	)		(218,700	)		(5,000	)
Proceeds from issuance of long-term debt		—			444,193			—
Debt repayments		(319,895	)		(417,897	)		—
Premium paid on debt redemption		—			(2,914	)		—
Payment of debt refinance costs		—			(671	)		—
Increase (decrease) in checks not yet presented for payment		4,336			15			(491	)
Distributions to Owner		(20,000	)		(260,287	)		(10,186	)

Net cash used in financing activities		(310,559	)		(204,861	)		(15,677	)

(Decrease) increase in cash and cash equivalents		(24,602	)		(14,397	)		17,039
Cash and cash equivalents, beginning of period		28,358			17,887			848

Cash and cash equivalents, end of period	$	3,756		$	3,490		$	17,887

Supplemental Information:
Cash paid:
Interest	$	176,003		$	176,470		$	8,746

~~financial~~The ~~position~~accompanying asnotes ofare ~~June 30,~~an ~~2005~~integral ~~and December 31,~~part ~~2004, and the condensed consolidated statements~~ of ~~operations for~~ the ~~three and six months ended June 30, 2005 and 2004 and the~~ 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 year ended December 31, 2004, for the periods from September 10 to December 31, 2003 and from January 1 to September 9, 2003, and for the year ended December 31, 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.

The accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2004 include all material adjustments required under purchase accounting related to the Acquisition subsequent to September 9, 2003.

(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 West and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in 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 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 33 and 75 directories, respectively. During the three months and six months ended June 30, 2004, the Company published 28 and 69 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 the party’s advertisement. The Company accounts for these transactions in

~~DEX~~Dex ~~MEDIA~~Media ~~WEST~~West 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~~Basics ~~FINANCIAL~~of Presentation ~~STATEMENTS — (Continued)~~

~~accordance~~Dex ~~with~~Media ~~Emerging~~West ~~Issues~~LLC ~~Task~~is ~~Force~~an indirect wholly-owned subsidiary of R.H. Donnelley Corporation (“~~EITF~~RHD”). ~~Issue~~The ~~No. 99~~interim condensed consolidated financial statements of Dex Media West LLC and its wholly-17owned subsidiary (the “~~Accounting~~Company,” ~~for~~“Dex ~~Advertising~~Media ~~Barter Transactions.~~West,” ~~Revenue~~“we,” “us” and ~~expense~~“our”) ~~related~~have been prepared in accordance with the instructions to ~~such~~Quarterly Report on Form 10-Q and should be read in conjunction with the ~~transactions~~financial ~~are~~statements and related notes included in ~~the~~our ~~condensed~~Annual ~~consolidated~~Report on Form 10-K for the year ~~statements~~ended December 31, 2006 (“2006 10-K”). The results of ~~operations~~interim ~~consistent~~periods ~~with~~are ~~reasonably~~not ~~similar~~necessarily ~~items~~indicative ~~sold~~of results for the full year or ~~purchased~~any ~~for~~subsequent ~~cash~~period. ~~Such~~In ~~barter~~the ~~transactions~~opinion ~~were~~of management, all ~~not~~adjustments ~~significant~~(consisting toof ~~the~~normal ~~Company’s~~recurring ~~financial~~adjustments) ~~results~~considered necessary for ~~the~~a fair statement ~~three~~of ~~months~~financial position, results of operations and ~~six~~cash ~~months~~flows ~~ended~~at ~~June 30,~~the ~~2005~~dates and ~~2004~~for the periods presented have been included.

InDex ~~certain cases~~Media, Inc. (“Dex Media” or “Owner”) is the ~~Company~~largest ~~enters~~directory ~~into~~publisher ~~agreements~~in ~~with~~the Dex West States, ~~customers~~as ~~that~~defined ~~involve~~below. ~~the~~Together ~~delivery~~with ofits ~~more~~parent, ~~than~~RHD, Dex Media is one ~~product~~of orthe nation’s largest Yellow ~~service~~Pages and online local commercial search companies, based on revenue. ~~Revenue~~During ~~for~~2006, ~~such~~Dex ~~arrangements~~Media isWest’s print ~~allocated~~and online solutions helped more than 250,000 national and local businesses in 7 states reach ~~accordance~~consumers ~~with~~who ~~EITF~~were ~~Issue~~actively Noseeking to purchase products and services. ~~00-21~~ ~~“Revenue~~During 2006, we published ~~Arrangements~~and ~~with~~distributed ~~Multiple~~more ~~Deliverables~~than 30 million print directories.” One of our largest markets is Phoenix.

Dex Media West LLC is a subsidiary of Dex Media West, Inc. and an indirect wholly-owned subsidiary of Dex Media, which is a direct wholly-owned subsidiary of RHD. Dex Media West is the exclusive publisher of the “official” yellow pages and white pages directories for Qwest Corporation, the local exchange carrier of Qwest Communications International Inc. (d“Qwest”), ~~Cost~~in ofArizona, ~~Revenue~~Idaho, Montana, Oregon, Utah, Washington and Wyoming (collectively, the “Dex West States”).

~~The~~Certain ~~Company~~prior ~~accounts~~period ~~for~~amounts ~~cost~~have ofbeen ~~revenue~~reclassified ~~under~~to ~~the~~conform ~~deferral~~to ~~and amortization method of accounting. Accordingly, the Company~~RHD’s cost of revenue recognized in a reporting period consists of: (i) costs incurred in that period and recognized in that period, principally sales salaries and wages; (ii) costs incurred in a prior period, a portion of which are amortized and recognized in the current period; and (iii) costs incurred in the current period, a portion of which are amortized and recognized in that period and the balance of which are deferred until future periodspresentation. ~~Consequently, there will be a difference between the cost of revenue recognized in any given period and the costs incurred in the given period. Such differences may be significant.~~

~~Costs~~“Predecessor ~~incurred~~Company” inrefers ~~the current period and subject~~ to ~~deferral include direct costs associated with~~ the ~~publication~~operations of ~~directories,~~ ~~including~~Dex ~~sales~~Media ~~commissions,~~West ~~paper,~~prior ~~printing, transportation, distribution and pre-press production and employee and systems support costs relating~~ to ~~each~~the consummation of the ~~foregoing.~~RHD ~~Sales~~Merger ~~commissions~~(as ~~include~~defined ~~commissions~~in ~~paid~~Note ~~to employees~~3 ~~for~~below) ~~sales~~on toJanuary 31, ~~local~~2006. ~~advertisers~~“Successor ~~and to third-party certified marketing representatives which act as the~~ Company’s” ~~channel~~refers to ~~national advertisers. All deferred costs related to~~ the ~~sales and production of directories are~~ ~~recognized~~operations ~~ratably over the life~~ of ~~each~~Dex ~~directory~~Media ~~under~~West ~~the deferral~~subsequent ~~and amortization method of accounting, with cost recognition commencing in the month of delivery. From time~~ to ~~time~~ the ~~Company~~consummation ~~has changed the publication dates~~ of ~~certain directories. In such cases,~~ the ~~estimated~~RHD ~~life of the related unamortized deferred cost of revenue is revised to amortize such cost over the new remaining estimated life~~Merger. ~~Changes in directory~~ ~~publication dates typically do not result in any additional direct incurred costs.~~

~~(e)~~Significant ~~Stock-Based~~Business ~~Compensation~~Developments

On August 23, 2007, RHD acquired Business.com, Inc. (“Business.com”), a leading business search ~~The~~engine ~~Company~~and ~~accounts~~directory and performance based advertising network, for a disclosed amount of $345.0 million (the ~~Stock~~“Business.com ~~Option~~Acquisition”). ~~Plan~~The ofpurchase ~~Dex~~price ~~Media,~~determined in accordance with ~~Inc~~generally accepted accounting principles (“GAAP”) is $334.2 million and excludes certain items such as the ~~Dex~~value ~~Media,~~of ~~Inc~~unvested equity awards. ~~2004~~The ~~Incentive~~purpose ~~Award~~of ~~Plan,~~the asBusiness.com ~~more fully~~Acquisition ~~discussed~~was into ~~Note 7,~~expand RHD ~~under~~and the ~~recognition~~Company’s ~~and measurement~~existing ~~principles~~interactive ofportfolio ~~Accounting~~by ~~Principles~~adding ~~Board~~leading ~~Opinion~~Internet advertising talent ~~No. 25~~and technology, ~~“Accounting~~to ~~for~~strengthen ~~Stock~~RHD ~~Issued~~and tothe Company’s position in the expanding local commercial ~~Employees,”~~search market and ~~related~~to ~~Interpretations~~develop an online performance based advertising network. ~~Had~~Business.com ~~the~~also ~~Company~~provides ~~accounted~~the ~~for~~established ~~employee~~business-to-business ~~stock~~online ~~option~~properties ~~grants~~of ~~under~~Business.com, Work.com and the ~~minimum~~Business.com ~~value~~Advertising ~~method~~Network. ~~for~~We ~~options~~expect ~~issued~~to ~~prior~~adopt tothe ~~becoming~~Business.com atechnology platform to serve ~~publicly~~our ~~traded~~existing ~~company~~advertiser ~~and~~base ~~the~~at ~~fair~~our ~~value~~DexKnows.com ~~method~~Internet ~~after~~Yellow ~~becoming~~Pages site. Business.com now operates as a ~~publicly~~direct, ~~traded~~wholly-owned ~~company~~subsidiary of RHD. As such, ~~both~~the results of ~~which~~Business.com are ~~prescribed by~~not ~~Statement~~included ofin ~~Financial~~the ~~Accounting~~Company’s operating results.

History

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 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 Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South Dakota (collectively, 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 the Dex West States to Dex Media (the “Dex West Acquisition”). Dex Holdings was dissolved effective January 1, 2005. The Dex East States and the Dex West States are collectively referred to as the “Dex States.”

~~DEX~~2. ~~MEDIA~~Summary ~~WEST~~of ~~LLC~~Significant Accounting Policies

ANIntangible ~~INDIRECT~~Assets ~~WHOLLY-OWNED~~and ~~SUBSIDIARY OF DEX MEDIA, INC.~~Goodwill

As a result of the RHD Merger, certain intangible assets were identified in accordance with ~~NOTES~~Statement TOof ~~CONDENSED~~Financial ~~CONSOLIDATED~~Accounting ~~FINANCIAL~~Standards (“SFAS”) No. 141, Business Combinations (“SFAS No. ~~STATEMENTS~~141”) and recorded at their estimated fair values. In accordance with SFAS No. — 142, Goodwill and Other Intangible Assets (~~Continued~~“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 $45.1 million and $130.8 million for the three and nine months ended September 30, 2007, respectively, and $31.2 million and $83.2 million for the three and eight months ended September 30, 2006, respectively. The Predecessor Company amortization expense was $13.4 million for the one month ended January 31, 2006. The excess of purchase price over the net tangible and identifiable intangible assets acquired of $1.4 billion was recorded as goodwill. The total amount of goodwill that is expected to be deductible for tax purposes related to the RHD Merger is approximately $1.8 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 recorded no impairment losses during the three and nine months ended September 30, 2007 or the three and eight months ended September 30, 2006. The Predecessor Company recorded no impairment losses during the one month ended January 31, 2006.

~~Standard~~Interest ~~(“SFAS”)~~Expense ~~No. 123,~~and ~~“Accounting for~~Deferred ~~Stock-Based~~Financing ~~Compensation,” the pro forma results of~~Costs ~~the Company would have been as follows (in thousands):~~

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2005			2004			2005			2004
Net Income
	As reported	$	20,771		$	3,585		$	35,079		$	2,986
	Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		160			95			314			107
	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		(246	)		(164	)		(496	)		(238	)
	Pro forma	$	20,685		$	3,516		$	34,897		$	2,855

Certain 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 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 $6.6 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 $0.5 million and $1.3 million for the three and nine months ended September 30, 2007, respectively, and $0.6 million and $1.4 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 $1.1 million for the one month ended January 31, 2006. Amortization of the fair value adjustment was $3.3 million and $9.7 million for the three and nine months ended September 30, 2007, respectively, and $3.8 million and $10.2 million for the three and eight months ended September 30, 2006, respectively.

~~(f)~~Advertising ~~Income Tax Provision~~Expenses

~~The~~We ~~Company~~recognize isadvertising ~~included~~expenses inas ~~the~~incurred. ~~consolidated~~These ~~Federal~~expenses ~~income~~include ~~tax return~~public ~~and~~relations, ~~combined~~media, on-line oradvertising ~~consolidated~~and ~~state~~other ~~income~~promotional ~~tax~~and ~~returns, where~~sponsorship ~~permitted,~~costs. ~~for~~Total ~~Dex~~advertising ~~Media,~~expense ~~the~~was ~~Company’s indirect~~$8.6 ~~parent~~million and $15.6 million ~~Although~~for the ~~Company~~three isand anine ~~single~~months ~~member~~ended ~~limited liability~~September 30, ~~company~~2007, respectively, and $1.8 million isand ~~disregarded~~$6.0 million asfor athe ~~taxable~~three ~~entity~~and ~~for income~~eight ~~tax~~months ~~purposes~~ended September 30, ~~the~~2006, respectively. ~~Company~~Total ~~calculates~~advertising ~~and~~expense ~~records~~for ~~income taxes~~the asPredecessor ifCompany itwas ~~filed~~$2.3 million afor ~~tax~~the ~~return~~one month onended aJanuary 31, ~~stand-alone basis~~2006.

~~Income~~Concentration ~~taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recorded to reflect the future tax consequences~~ of ~~temporary~~Credit ~~differences~~Risk 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.

Approximately 85% of our directory advertising revenue is derived from the sale of advertising to local small- and medium-sized businesses. 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 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 sale of advertising to national or large regional chains. Substantially all of the revenue derived through national accounts is serviced through certified marketing representatives (g“CMRs”) ~~New~~from ~~Accounting~~which ~~Standards~~we accept orders. We receive payment for the value of advertising placed in our directories, net of the CMR’s commission, directly from the CMR. While we are still exposed to credit risk, the amount of 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.

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

At September 30, 2007, we had interest rate swap agreements with major financial institutions with ~~DEX~~a ~~MEDIA~~notional ~~WEST~~value ~~LLC~~of $1.0 billion. We are exposed to credit risk in the event that one or more of the counterparties to the agreements does not, or cannot, meet their obligation. The notional amount is used to measure interest to be paid or received and does not represent the amount of exposure to credit loss. Any loss would be limited to the amount that would have been received over the remaining life of the swap agreement. The counterparties to the swap agreements are major financial institutions with credit ratings of A or higher. We do not currently foresee a material credit risk associated with these swap agreements; however, no assurances can be given.

ANIncome ~~INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.~~Taxes

~~NOTES~~In TOJune 2006, ~~CONDENSED~~the ~~CONSOLIDATED~~Financial ~~FINANCIAL~~Accounting Standards Board (“FASB’) issued Interpretation No. 48, ~~STATEMENTS~~Accounting for Uncertainty in Income Taxes: An Interpretation of FASB Statement No. — 109 (~~Continued~~“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 measurement 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 West.

asStock-Based ~~of June 30, 2005, the Company has determined that the~~Awards ~~adoption of SAB No. 107 will not have a material impact on the Company’s results of operations.~~

OnSuccessor 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 first 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~~RHD ~~May~~and ~~2005,~~ the ~~Financial~~Company ~~Accounting~~account ~~Standards~~for ~~Board (“FASB”)~~stock-based ~~issued~~compensation under SFAS No. ~~154~~123 (R), ~~“Accounting~~ ~~Changes and Error Corrections — a~~Share-Based ~~replacement~~Payment of(“SFAS ~~APB Opinion~~ No. 20123 ~~and FASB Statement No. 3.~~(R)”). ~~This~~RHD ~~statement~~allocates ~~applies~~compensation expense to ~~all~~its ~~voluntary changes~~subsidiaries, inincluding ~~accounting principle and requires retrospective~~the ~~application~~Company, ofconsistent with the ~~new~~method ~~accounting~~it ~~principle~~utilizes to ~~prior~~allocate ~~accounting periods~~employee aswages ifand ~~that~~benefits ~~principle~~to ~~had~~its subsidiaries. ~~always~~The ~~been~~Company ~~used.~~recorded Instock-based ~~addition, this~~compensation ~~statement~~expense ~~requires~~related ~~that~~to astock-based ~~change~~awards granted inunder ~~depreciation~~RHD’s ~~method~~various ~~be accounted~~employee ~~for~~and asnon-employee astock ~~change~~incentive inplans ~~estimate~~of $2.4 million ~~The requirements are~~and ~~effective~~$9.7 million for ~~changes~~the ~~made~~three inand ~~fiscal~~nine ~~years~~months ~~beginning~~ended ~~after December~~September 1530, ~~2005.~~2007, ~~The~~respectively, ~~Company~~and ~~does not expect the adoption~~$3.3 million ofand ~~SFAS No~~$7.4 ~~154~~million tofor ~~have~~the athree ~~material~~and ~~impact~~eight onmonths ~~the Company’s~~ended ~~financial~~September 30, ~~statements~~2006, respectively.

4On February 27, 2007, RHD granted 1.1 million ~~Goodwill~~stock appreciation rights (“SARs”) to certain employees, including executive 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 ~~Intangible~~vest ratably ~~Assets~~over three years. In accordance with SFAS No. 123 (R), we recognized non-cash compensation expense related to these SARs of $0.5 million and $3.3 million for the three and nine months ended September 30, 2007, respectively, which includes $2.2 million related to non-substantive vesting, for the nine months ended September 30, 2007.

~~During~~Predecessor ~~the six months ended June 30, 2005 goodwill was not~~Company ~~impaired or otherwise adjusted.~~

For the one month ended January 31, 2006, the Predecessor Company accounted for the stock-based ~~The~~awards ~~gross~~under ~~carrying~~the ~~amount~~recognition and ~~accumulated~~measurement ~~amortization~~principles of ~~other~~SFAS No. 123(R). The Company recorded ~~intangible~~stock-based ~~assets~~compensation ~~and~~expense ~~their~~related ~~estimated~~to ~~useful~~stock-based ~~lives~~awards ~~are~~granted asunder Dex Media’s various ~~follows~~employee ~~(dollars~~and innon-employee ~~thousands):~~stock incentive plans of $1.6 million for the one month ended January 31, 2006.

		As of June 30, 2005
		Gross
		Carrying		Accumulated			Net Book
Intangible Assets		Value		Amortization			Value		Life
Customer relationships — local		$	890,000	$	(295,269	)	$	594,731		20 years	(1)
Customer relationships — national			252,000		(59,792	)		192,208		25 years	(1)
Non-compete/publishing agreements			359,000		(16,598	)		342,402		39 years
Dex Trademark			385,000		—			385,000		Indefinite
Qwest Dex Trademark agreement			65,000		(28,048	)		36,952		4 years
Advertising agreement			26,000		(3,318	)		22,682		14 years
	Totals	$	1,977,000	$	(403,025	)	$	1,573,975

Estimates

		As of December 31, 2004
		Gross
		Carrying		Accumulated			Net Book
Intangible Assets		Value		Amortization			Value		Life
Customer relationships — local		$	890,000	$	(227,181	)	$	662,819		20 years	(1)
Customer relationships — national			252,000		(45,102	)		206,898		25 years	(1)
Non-compete/publishing agreements			359,000		(12,019	)		346,981		39 years
Dex Trademark			385,000		—			385,000		Indefinite
Qwest Dex Trademark agreement			65,000		(20,310	)		44,690		4 years
Advertising agreement			26,000		(2,403	)		23,597		14 years
	Totals	$	1,977,000	$	(307,015	)	$	1,669,985

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, 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.

(1) Amortization expense is calculated using a declining method in relation to estimated retention lives of acquired customers.

~~DEX~~New ~~MEDIA~~Accounting ~~WEST LLC~~Pronouncements

ANWe ~~INDIRECT~~have ~~WHOLLY-OWNED~~reviewed ~~SUBSIDIARY~~accounting OFpronouncements ~~DEX~~that ~~MEDIA~~were issued as of September 30, ~~INC~~2007, which the Company has not yet adopted, and do not believe that the pronouncements will have a material impact on our financial position or operating results.

~~NOTES~~3. TORHD ~~CONDENSED CONSOLIDATED FINANCIAL~~Merger ~~STATEMENTS — (Continued)~~

On January 31, 2006, our indirect parent, Dex Media, was acquired by RHD for an equity purchase price of $4.1 billion (“the RHD Merger”). Additionally, RHD assumed Dex Media’s outstanding indebtedness on January 31, 2006 with a fair value of $5.5 billion ~~Long~~(together with other costs described below for a total aggregate purchase price of $9.8 billion). Pursuant to the Agreement and Plan of Merger, dated October 3, 2005 (“Merger Agreement”), each issued and outstanding share of Dex Media common stock was converted into $12.30 in cash and 0.24154 of a share of RHD common stock, resulting in an aggregate cash value of $1.9 billion and aggregate stock value of $2.2 billion, based on 36,547,381 newly issued shares of RHD common stock valued at $61.82 per share. The $61.82 share price used to value the common shares issued in the RHD Merger was based on the average closing price of RHD’s common stock for the two business days before and after the announcement of the RHD Merger on October 3, 2005, in accordance with EITF 95-~~Term~~19, ~~Debt~~Determination of the Measurement Date for the Market Price of Securities Issued in a Purchase Business Combination. The total allocable purchase price also includes transaction costs of $26.7 million that were directly related to the RHD Merger, severance and related costs for certain Dex Media employees of $17.7 million and Dex Media vested equity awards outstanding as of January 31, 2006 with an estimated fair value of $77.4 million.

Under purchase accounting rules, RHD did not assume or record the deferred revenue balance ~~Long-term~~associated ~~debt~~with isdirectories ~~comprised~~published by the Company of $79.6 million at January 31, 2006. This amount represented revenue that would have been recognized subsequent to the ~~following~~RHD (Merger under the deferral and amortization method in ~~thousands):~~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 $118.4 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.

		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 of 4.57% at June 30, 2005)	$	391,841		$	492,848
	Notes payable to banks, Tranche B term loan, bearing interest at adjusted LIBOR plus the current applicable interest spread of 1.75% (weighted average of 4.93% at June 30, 2005)		916,933			981,152
Revolving loan bearing interest at Alternative Base Rate (“ABR”) plus the current applicable interest spread of 0.25% and at adjusted LIBOR plus the current applicable interest spread of 1.25% (weighted average interest rate of 4.75% at June 30, 2005)			43,500			—
Unsecured Notes Payable: (in descending order of right of payment; senior notes equal right of payment)
	Unsecured senior notes payable, due August 2010, bearing interest at 8.5%		385,000			385,000
	Unsecured senior notes payable, due November 2011, bearing interest at 5.875%		300,000			300,000
	Unsecured senior subordinated notes payable, due August 2013, bearing interest at 9.875%		761,800			761,800
			2,799,074			2,920,800
Less: current portion of long-term debt			(146,597	)		(84,302	)
		$	2,652,477		$	2,836,498

4. Credit Facility

~~Dex~~As ~~Media~~of ~~West registered its 57/8%~~September ~~senior notes~~30, ~~with~~2007, the ~~SEC~~outstanding ~~through~~balances anof ~~exchange~~the ~~offer~~tranche ~~completed on March 8~~A, ~~2005.~~tranche ~~As of June 30~~B-1, ~~2005,~~and ~~there~~tranche ~~were~~B-2 ~~$43.5 million~~term ofloans ~~borrowings~~ under the ~~revolving~~Dex ~~loan.~~Media ~~The Company~~West ~~paid~~credit ~~interest~~facility ~~and~~totaled ~~fees~~$1,131.0 million, oncomprised ~~the~~of ~~revolving~~$177.8 million, ~~loan~~$328.9 million, ~~interest rate swaps~~ and ~~outstanding notes of~~ $93624.3 million, respectively, and $9925.60 million ~~during~~was outstanding under the ~~six~~$100.0 million ~~months~~revolving ~~ended~~loan ~~June 30, 2005~~commitments ~~and~~(“Dex ~~2004,~~Media ~~respectively~~West Revolver”). AsThe weighted average interest rate of ~~June 30,~~outstanding ~~2005~~debt under the ~~Company~~ ~~was~~Dex inMedia ~~compliance~~West ~~with~~credit ~~all~~facility ~~covenants~~was ~~under~~7.03% ~~its~~and ~~credit~~6.83% at ~~facility~~September 30, 2007 and December 31, 2006, respectively.

65. ~~Derivative~~Restructuring ~~Instruments and Hedging Activities~~Charges

InThe ~~October~~tables ~~2004,~~below ~~the~~highlight ~~Company entered into four fixed interest rate swap agreements to hedge against~~ the ~~effects~~activity ~~of increases~~ in ~~the~~our ~~interest~~restructuring ~~rates~~reserves ~~associated~~related ~~with the floating rate debt on its term loans. The interest rate swap agreements have an aggregate notional amount of $300.0 million, applicable preset monthly fixed rates ranging from 1.901%~~ to ~~3.61% and expire in October 2006. The Company has not designated these interest rate swap agreements as hedging instruments and therefore reports all gains and losses in~~ the ~~change~~RHD inMerger ~~fair~~for ~~value directly in earnings as a component of interest expense. For~~ the three ~~months~~and ~~ended~~nine ~~June 30, 2005, the Company recorded a loss of $1.1 million, which has been recorded as an increase to interest expense. For the six~~ months ended ~~June~~ September 30, ~~2005, the Company recorded a gain of $1~~2007.~~4 million, which has been recorded as a reduction to~~ ~~interest expense.~~

In May 2005 and June 2005, the Company terminated the six floating interest rate swap agreements entered into in November 2004. Under the terms of the floating interest rate swaps, the Company received fixed interest payments that match the interest obligations of the 57/8% notes issued in November 2004 and made floating interest payments, thereby converting the fixed interest rate notes into floating rate debt


Three months ended September 30, 2007
Balance at June 30, 2007	$	3,074
Payments	$	(231	)

Balance at September 30, 2007	$	2,843


Nine months ended September 30, 2007
Balance at December 31, 2006	$	4,277
Additions to reserve charged to goodwill	$	62
Payments	$	(1,496	)

Balance at September 30, 2007	$	2,843

As a result of the RHD Merger, approximately 120 Dex Media employees were affected by a ~~DEX~~restructuring ~~MEDIA~~plan, ~~WEST~~of ~~LLC~~which 110 were terminated and 10 were relocated to our corporate headquarters in Cary, North Carolina. Additionally, Dex Media vacated certain of its leased facilities in Colorado, Minnesota, Nebraska, and Oregon. We estimated our share of the costs associated with terminated employees, including Dex Media executive officers, and abandonment of certain of the leased facilities, net of estimated sublease income, to be approximately $10.7 million and such costs were charged to goodwill during 2006. During January 2007, we finalized costs associated with terminated employees and we recognized a charge to goodwill of $0.1 million. Payments made with respect to severance during the three and nine months ended September 30, 2007 totaled $0.1 million and $0.9 million, respectively. Payments of $1.8 million and $2.2 million were made during the three and eight months ended September 30, 2006, respectively, related to severance and relocation. Payments of $0.1 million and $0.6 million were made during the three and nine months ended September 30, 2007, respectively, with respect to the vacated leased facilities. No payments were made with respect to the vacated leased facilities during the three and eight months ended September 30, 2006. The remaining lease payments for these facilities will be made through 2016.

The Successor Company recognized merger related expenses of $0.2 million and $1.6 million during ANthe ~~INDIRECT~~three ~~WHOLLY-OWNED~~and ~~SUBSIDIARY~~eight OFmonths ~~DEX~~ended ~~MEDIA~~September 30, ~~INC~~2006, respectively, with no comparable expense in 2007. These merger related costs for the three and eight months ended September 30, 2006, included $0.2 million and $1.3 million, respectively for bonuses to retain certain employees through the transition of the RHD Merger. The Predecessor Company recognized merger related expenses of $1.7 million during the one month ended January 31, 2006. These costs included legal and financial advisory fees, as well as stock compensation expense related to the acceleration of vesting of certain stock-based awards upon consummation of the RHD Merger. These costs are included in general and administrative expenses in the condensed consolidated statement of operations.

~~NOTES~~6. TOBenefit ~~CONDENSED CONSOLIDATED FINANCIAL~~Plans ~~STATEMENTS — (Continued)~~

~~instruments.~~Costs ~~The~~associated ~~floating~~with ~~interest~~Dex ~~rate~~Media’s ~~swaps~~benefit ~~had~~plans anare ~~aggregate notional~~allocated ~~amount~~to ofthe ~~$300.0 million,~~Company ~~floating~~as ~~rate~~discussed ~~LIBOR that reset semi-annually~~ in ~~May and November~~Note 9, ~~plus~~“Related ~~applicable~~Party ~~margins ranging from 1~~Transactions”.~~4975%~~ toIn ~~1.57%,~~accordance ~~and~~with ~~were~~SFAS ~~to expire in November 2011~~No. 132, ~~The~~Employers’ ~~Company~~Disclosures ~~had not designated these interest rate swap~~About ~~agreements~~Pension ~~as hedged instruments~~ and ~~therefore,~~Other ~~reported~~Postretirement ~~all gains~~Benefits ~~and~~(Revised ~~losses~~2003), in the ~~change~~following intables ~~fair~~provide ~~value directly in~~the ~~earnings~~components asof anet ~~component~~periodic ofbenefit ~~interest~~cost ~~expense.~~for ~~For~~ the three ~~months~~ and ~~six~~nine months ended ~~June~~September 30, ~~2005~~2007, the ~~Company~~ ~~recorded~~three ~~net~~and ~~gains,~~eight asmonths aended ~~reduction to interest expense~~September 30, ~~of $7.8 million~~2006 and ~~$2.2 million, respectively, of which $7.1 million represents~~ the ~~gain~~one ~~recognized~~month ~~upon termination~~ended ~~of the swaps resulting in a cumulative net gain of $0.4~~January ~~million~~31, ~~during the life of those swaps. The Company~~2006: ~~paid $2.1 million upon termination of the swaps.~~

7. Stock-Based Awards


	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	$	1,441		$	242		$	1,176		$	329
Interest cost		1,736			629			1,576			540
Expected return on plan assets		(1,800	)		—			(1,681	)		—
Unrecognized prior service costs		—			(1	)		—			—

Net periodic benefit expense	$	1,377		$	870		$	1,071		$	869

On November 8, 2002, Dex Media adopted the Stock Option Plan of Dex Media, Inc. (the “2002 Plan”), which permits the grant of nonqualified and incentive stock options to its employees, consultants and independent directors or those of its wholly owned subsidiaries. In 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 awards. Effective with the adoption of 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. 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.


	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	$	4,323		$	726		$	3,320		$	874	$	398		$	94
Interest cost		5,209			1,887			4,245			1,443		494			173
Expected return on plan assets		(5,401	)		—			(4,161	)		—		(594	)		—
Unrecognized prior service costs		—			(3	)		—			4		(9	)		(22	)

Net periodic benefit expense	$	4,131		$	2,610		$	3,404		$	2,321	$	289		$	245

Dex Media’s Compensation Committee determines the exercise price for each option awarded. Outstanding options issued 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.

8. Pension and Other Post-Retirement Benefits

(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 pension 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 credit method. Dex Media’s funding policy is to make contributions with the objective of accumulating

During the three and nine months ended September 30, 2007, the Company made contributions of $6.2 ~~DEX~~million ~~MEDIA~~and ~~WEST~~$7.4 million, ~~LLC~~respectively, to Dex Media’s pension plan. During the three and nine months ended September 30, 2007, the Company made contributions of $0.4 million and $1.4 million, respectively, to Dex Media’s postretirement plan. The Company expects to make total contributions of approximately $8.6 million and $2.7 million to Dex Media’s pension plan and postretirement plan, respectively, in 2007.

AN7. ~~INDIRECT~~Business ~~WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.~~Segments

Management reviews and analyzes its business of publishing yellow pages directories and related ~~NOTES~~local TOcommercial ~~CONDENSED~~search ~~CONSOLIDATED~~as ~~FINANCIAL~~one operating segment. ~~STATEMENTS — (Continued)~~

~~sufficient assets to pay all benefits when due~~8. NoLegal ~~pension~~Proceedings funding was required for Dex Media for the three months ended June 30, 2005 and 2004. The other post-retirement benefit plan is pay-as-you go and is funded out of Dex Media’s operating cash as the costs are incurred.

~~(b)~~We ~~Components~~are involved in various legal proceedings arising in the ordinary course of ~~net~~our ~~periodic~~business. ~~benefit~~In many ~~cost~~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 contingencies in 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.

The ~~components~~Company is exposed to potential defamation and breach of ~~net~~privacy ~~periodic~~claims ~~benefit~~arising ~~cost~~from ~~for~~our publication of directories 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. ~~are~~Although asto ~~follows~~date (we have not experienced any material claims relating to defamation or breach of privacy, we may be party to such proceedings in ~~thousands):~~the future that could have a material adverse effect on our business.

	Three Months Ended June 30,
	2005						2004
	Pension			Post-Retirement			Pension			Post-Retirement
	Benefit			Benefits			Benefit			Benefits
Service cost	$	1,281		$	285		$	1,471		$	343
Interest cost		1,722			562			1,713			414
Expected return on plan assets		(2,195	)		—			(2,184	)		—
Amortization of prior service costs		(54	)		(51	)		—			(57	)
Amortization of net (gain) loss		—			18			—			—
Total net periodic benefit cost	$	754		$	814		$	1,000		$	700

Based on our review of the latest information available, we believe our ultimate liability in connection with pending or threatened legal proceedings will not have a material adverse effect on our results of operations, cash flows or financial position. No material amounts have been accrued in our condensed consolidated financial statements with respect to any of such matters.

	Six Months Ended June 30,
	2005						2004
	Pension			Post-Retirement			Pension			Post-Retirement
	Benefit			Benefits			Benefit			Benefits
Service cost	$	2,837		$	656		$	2,942		$	686
Interest cost		3,435			1,033			3,426			828
Expected return on plan assets		(4,322	)		—			(4,368	)		—
Amortization of prior service costs		(54	)		(108	)		—			(114	)
Amortization of net (gain) loss		—			18			—			—
Total net periodic benefit cost	$	1,896		$	1,599		$	2,000		$	1,400

9. Related Party Transactions

Effective 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 reported liabilities with an offsetting asset recorded as an affiliate receivable from Dex Media ~~does~~West ~~not~~for ~~expect~~the portion of the liabilities associated with the Dex Media West employees. Dex Media West is charged and carries an affiliate payable for the portion of the liabilities associated with employees providing services to ~~make~~Dex ~~any~~Media ~~contributions~~West. Under the Shared Services and Employees Agreement dated September 9, 2003, expenses related to ~~its~~Dex Media West ~~pension~~employees ~~plan~~providing inservices ~~2005~~entirely for Dex Media West are allocated 100% to Dex Media West. Shared employee expenses are allocated and charged to Dex Media West based upon Dex Media West’s proportional share of consolidated Dex Media revenue. All cash related affiliate balances are settled at least monthly. In addition, after the RHD Merger, certain transactions are 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.

AsThese anet ~~result~~intercompany ofbalances ~~employee~~have ~~terminations,~~been ~~Dex~~classified ~~Media~~as ~~expects~~a ~~that lump~~current ~~sum~~liability ~~settlement~~at ~~payments~~September 30, ~~of pension liabilities will exceed~~2007 ~~pension service~~ and ~~interest~~December 31, ~~costs~~2006, ~~during~~as the ~~three~~Company ~~months~~intends ~~ended September 30,~~to ~~2005.~~settle ~~Dex~~these ~~Media~~balances ~~expects~~with toDex ~~record~~Media aduring the ~~settlement~~next astwelve ~~defined in SFAS No~~months. ~~88, “Employers’~~ ~~Accounting~~Changes ~~for~~in ~~Settlements~~net ~~and Curtailments~~intercompany ofbalances ~~Defined~~resulting ~~Benefit~~from ~~Pension~~operating ~~Plans~~transactions ~~and for~~have ~~Termination~~been ~~Benefits.”~~presented ~~The~~as ~~result~~operating ofactivities ~~this~~on ~~settlement accounting~~the ~~will~~condensed beconsolidated tostatements ~~record~~of acash ~~portion~~flows of for the ~~company’s unrecognized~~nine ~~actuarial~~months ~~gain~~ended orSeptember 30, ~~loss~~2007, tothe ~~income.~~eight ~~The~~months ~~Company~~ended ~~can not~~September 30, ~~estimate~~2006 ~~that~~and ~~gain~~the orone month ~~loss~~ended atJanuary 31, ~~this time~~2006.

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.

In general, substantially all of the net assets of the Company and its subsidiary are restricted ~~DEX~~from ~~MEDIA~~being ~~WEST~~paid ~~LLC~~as dividends to any third party, and our subsidiary is restricted from paying dividends, loans or advances to Dex Media with very limited exceptions, under the terms of the Dex Media West credit facility and indentures governing our notes. There was a dividend of $20.0 million paid to Dex Media during the nine months ended September 30, 2007. Dividends were paid to Dex Media during the eight months ended September 30, 2006 and the one month ended January 31, 2006 of $260.3 million and $10.2 million, respectively and classified as financing activities on the condensed consolidated statements of cash flows.

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.

9. 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.

10. Related Party Transactions

Upon consummation of the Acquisition, 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.”). Effective January 1, 2005, all non-senior management employees in the state of Washington became employees of Dex Media West. As such, as of June 30, 2005, all employee-related liabilities, including pension and other post-retirement obligations, related to non-senior management employees in the state of Washington are included in the Company’s liabilities. All employee-related liabilities for Service Co.’s employees are included in Service Co.’s liabilities, with an offsetting asset recorded as an affiliate receivable for the portion of the liability associated with employees providing services to Dex Media West and 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 West are allocated 100% to Dex Media West. Shared employee costs are allocated and charged to Dex Media West based upon Dex Media West’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 management consulting agreements 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 $20.1 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 fees payable under the agreements were terminated for a one-time fee of $5.0 million paid to each of the 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 $1.0 million in advisory fees for the six months ended June 30, 2004.

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, the Company 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 ~~narrative~~ ~~analysis~~Narrative Analysis of ~~results~~Results of ~~operations~~ 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 West’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 West,” the “Company,” “we,” “us” and “our” refer collectively to Dex Media West LLC, its direct wholly-owned subsidiary and its and their predecessors. “Predecessor Company” refers to the operations of Dex Media West prior to the consummation of the RHD Merger on January 31, 2006. “Successor Company” refers to the operations of Dex Media West 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 West.~~

WeDex ~~are~~Media ~~the~~is ~~exclusive publisher of~~ the ~~“official” yellow~~largest ~~pages~~directory ~~and~~publisher ~~white pages directories for Qwest~~ in the ~~following~~ ~~states~~Dex ~~where~~West ~~Qwest~~States, isas ~~the~~defined ~~primary~~below. ~~incumbent local~~Together ~~exchange~~with ~~carrier:~~its ~~Arizona~~parent, ~~Idaho~~RHD, ~~Montana,~~Dex ~~Oregon,~~Media ~~Utah, Washington~~is ~~and~~one ~~Wyoming.~~of Wethe ~~have~~nation’s ~~been~~largest ~~publishing~~Yellow ~~directories~~Pages ~~for over~~and ~~100 years.~~online ~~Our contractual agreements with Qwest grant~~local uscommercial ~~the~~search ~~right~~companies, tobased beon ~~the~~revenue. ~~exclusive~~RHD’s ~~incumbent publisher of the~~ “~~official~~triple-play” ~~yellow~~integrated ~~pages~~marketing ~~and white pages directories~~solutions ~~for~~assist ~~Qwest~~advertisers inby ~~the~~attracting ~~Dex~~large ~~West~~volumes ~~States~~of ~~until~~ready-to-buy ~~November~~consumers ~~2052~~through ~~and~~the ~~prevent~~combination of ~~Qwest~~our ~~from~~print ~~competing~~directories, ~~with~~Internet usYellow inPages ~~the~~(“IYP”) ~~directory~~and ~~products~~search ~~business in~~engine ~~the~~marketing ~~Dex~~(“SEM”) ~~West~~and ~~States~~search engine ~~until~~optimization ~~November~~(“SEO”) ~~2042~~services.

WeAs ~~are~~previously ~~the~~announced, ~~largest~~RHD ~~directory~~is ~~publisher~~utilizing ina ~~the~~new Dex ~~West~~market ~~States and,~~brand ~~collectively~~for ~~with~~all ~~Dex~~of ~~Media~~its ~~East,~~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 ~~75 and~~announced ~~69 directories,~~DexKnows.com® ~~respectively,~~as ~~and~~its ~~printed~~new ~~approximately 17.5 million~~uniform ~~and~~resource ~~15.5 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 ~~West~~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 in those respective markets while also creating a single look and ~~services~~feel ~~include~~for both print and online products by highlighting the ~~sale~~Dex ofname. Within the Qwest markets, the Dex ~~direct~~brand ~~marketing~~has ~~lists~~tremendous name recognition and DexKnows.com is the ~~sale~~leader ofin ~~Dex~~online ~~directories~~local ~~and~~search. ~~other~~The ~~publishers’~~DexKnows.com ~~directories~~site ~~outside~~leverages ~~the~~this ~~normal~~success ~~delivery~~and adds enhanced capabilities, new features and an ~~schedule~~intuitive interface.

WeDex ~~seek~~Media toWest ~~bring~~LLC ~~buyers~~is ~~together with our advertising customers through~~ a ~~cost-effective,~~subsidiary ~~bundled~~of ~~advertising~~Dex ~~solution~~Media ~~that includes print~~West, ~~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~~West ~~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~~Arizona, ~~per~~Idaho, ~~usage~~Montana, ~~compared~~Oregon, ~~with~~Utah, ~~most~~Washington ~~other directories~~ and ~~a higher return on investment than other forms~~Wyoming ~~of local advertising; and~~ (~~iv)~~ collectively, the ~~quality~~“Dex ofWest ~~our client service and support~~States”).

For the six months ended June 30, 2005, we generated approximately 98% of our total revenue from the sale of bundled print and Internet directory advertising. Our other products and services account for the remaining 2% of our total revenue. For the six months ended June 30, 2005 and 2004, we generated $465.8 million and $424.3 million in total revenue, respectively. Excluding the effects of purchase accounting adjustments to deferred revenue, our total revenue for the six months ended June, 2004 would have been $462.4 million. See “Results of Operations” in this Item 2.

Background

The following discussion and analysis of our financial condition and results of operations covers periods subsequent to the consummation of the Acquisition on September 9, 2003.

The Acquisition was accounted for under the purchase method of accounting. Under this method, the pre-acquisition deferred revenue and related deferred costs associated with directories that were published prior to the Acquisition were not carried over to our balance sheet. The effect of this accounting treatment was to reduce revenue and related costs that would otherwise have been recognized during the twelve months subsequent to the acquisition date.

~~The~~Significant ~~non-historical~~Business ~~statements in this Item 2, including~~Developments 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.

On August 23, 2007, RHD acquired Business.com, Inc. (“Business.com”), a leading business search ~~Results~~engine and directory and performance based advertising network, for a disclosed amount of ~~Operations~~$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.

~~Overview~~Segment Reporting

~~Our~~Management ~~consolidated~~reviews ~~financial statements included in this quarterly report have been prepared on the basis of the deferral~~ and ~~amortization~~ ~~method~~analyzes ofits ~~accounting,~~business ~~under which revenue and cost~~ of ~~revenue~~publishing ~~related~~yellow topages ~~the publication of~~ directories ~~are initially deferred~~ and then recognized ratably over the life of each directory, commencing in the month of delivery. From time to time, we have determined that the publication dates of certain directories will be extended. These publication date changes are made to more efficiently manage work and customer flow. The lives of the affected directories are expected to be 12 months following the new publication date. Generally, we are able to bill and collect for additional periods related to ~~directory~~local ~~extensions~~commercial ~~and~~search ~~under~~as ~~the~~one ~~deferral~~operating ~~and amortization method of accounting, our related cost of revenue is amortized over the extended estimated useful life of the directory~~segment. ~~Certain prior period amounts have been reclassified to conform to the 2005 presentation.~~

~~Revenue~~New Accounting Pronouncements

We ~~derive~~have ~~virtually~~reviewed ~~all~~accounting ~~our~~pronouncements ~~revenue~~that ~~from~~were ~~the~~issued ~~sale of advertising in our printed directories, which we refer to~~ as ~~directory services revenue. The sale~~ of ~~advertising in our printed directories also includes the replication of listings and display advertisements in DexOnline.com~~September 30, ~~our Internet-based directory. We also provide related services~~2007, ~~including other Internet-related products, direct marketing lists and the sale of Dex directories and other publishers’ directories outside of the normal delivery schedule,~~ which ~~we refer to collectively as other revenue. Directory services revenue is affected by several factors, including changes in~~ the ~~quantity~~ ~~and~~Company ~~size~~has ofnot ~~advertisements~~yet ~~sold~~adopted, ~~defectors~~ and ~~new~~do ~~advertisers, as~~not ~~well~~believe asthat the ~~proportion~~pronouncements ofwill ~~premium~~have ~~advertisements~~a ~~sold, changes~~material ~~in the pricing of advertising, changes in the quantity~~impact 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~~financial ~~Commitment~~position ~~Agreement~~or ~~with~~operating ~~Qwest consists primarily of directory services revenue~~results.

~~Our~~Factors ~~revenue~~Affecting ~~and cost of revenue for the twelve months following~~Comparability the consummation of the Acquisition were lower than they otherwise would have been because the Acquisition was accounted for under the purchase method of accounting. Under the purchase method of accounting, deferred revenue and deferred directory costs associated with the directories published and distributed prior to the Acquisition were not carried over to our balance sheet at the time of purchase. The effect of this accounting treatment was to reduce revenue and related costs that would otherwise be recognized in the twelve months subsequent to the Acquisition. The purchase method of accounting did not affect our revenue and directory costs in periods subsequent to September 30, 2004. These purchase accounting adjustments are non-recurring and have no impact on cash flows.

WeAs ~~enter~~a ~~into~~result ~~transactions~~of ~~such~~the asRHD ~~exclusivity arrangements~~Merger, ~~sponsorships~~ ~~and~~the ~~other~~related ~~media~~financings ~~access~~and ~~transactions~~associated ~~whereby~~purchase accounting, our 2007 ~~products~~results ~~and~~reported ~~services~~in accordance with GAAP are ~~promoted~~not bycomparable ato ~~third~~our ~~party~~2006 ~~and,~~reported inGAAP results. ~~exchange,~~Under wethe ~~carry~~deferral ~~that~~and ~~party’s~~amortization ~~advertisement.~~method Weof ~~account~~revenue recognition, the billable value of ~~for~~directories ~~these~~published ~~transactions~~is recognized as revenue in ~~accordance~~subsequent ~~with~~reporting ~~EITF~~periods. ~~Issue~~However, purchase ~~No. 99-17.~~accounting ~~Revenue~~precluded ~~and~~us ~~expense~~from ~~related~~recognizing todirectory ~~such~~revenue ~~transactions~~and certain expenses associated with ~~are~~directories ~~included~~that inpublished prior to the ~~condensed~~RHD ~~consolidated~~Merger, ~~statements~~including ~~of operations~~all ~~consistent~~directories ~~with~~published ~~reasonably~~in ~~similar~~the month ~~items~~the ~~sold~~RHD ~~or purchased~~Merger ~~for~~was ~~cash~~completed. ~~These~~Thus, ~~related~~our ~~revenue~~reported ~~items~~2006 GAAP results are ~~currently included~~not inindicative ~~local~~of ~~directory~~our underlying ~~services~~operating ~~revenue~~and financial performance. ~~The~~Our revenue ~~from such~~and ~~transactions~~operating expenses for the ~~six~~ eight months ended ~~June~~September 30, ~~2005 and~~2006 ~~2004~~were ~~represented~~$387.5 million ~~less~~and ~~than~~$52.2 million 1%lower, ofrespectively, ~~total~~than our revenue ~~in each period~~ and isoperating ~~expected~~expenses towould ~~continue~~have atotherwise ~~this~~been ~~level~~because ~~for~~of the ~~foreseeable~~ ~~future~~RHD Merger. ~~The~~These ~~revenue~~purchase accounting ~~and~~adjustments ~~related~~are ~~expense~~non-recurring and have no ~~impact~~ onhistorical ~~net income~~ or future cash ~~flow over the life of the bartered advertisement~~impact.

InRESULTS ~~certain~~OF ~~cases~~OPERATIONS, weINCLUDING ~~enter~~COMBINED ~~into agreements with accounts that~~RESULTS ~~involve the delivery of more than one product or service. We allocate revenue for such arrangements in accordance with EITF Issue No. 00-21.~~

~~Cost~~In addition to the GAAP presentation of ~~Revenue~~our results for the nine months ended September 30, 2007, the eight months ended September 30, 2006 and the one month ended January 31, 2006, we have provided the following combined results of Dex Media West 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 West’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.

WeNine ~~account~~months ~~for~~ended ~~cost of revenue under the deferral and amortization method of accounting. Accordingly, our cost of revenue recognized in a reporting period consists of: (i)~~September ~~costs incurred in that period and recognized in that period~~30, ~~principally~~2007 ~~sales salaries~~ and ~~wages; (ii) costs incurred in a prior period, a portion of which are amortized and recognized in~~ the ~~current~~combined ~~period;~~nine ~~and~~months ~~(iii) costs~~ended ~~incurred in the current period~~September 30, ~~a portion of which are amortized and~~2006 recognized in that period and the balance of which are deferred until future periods. Consequently, there will be a difference between the cost of revenue recognized in any given period and the costs incurred in that period. Such differences may be significant.

~~Costs~~Net ~~incurred in the current period and subject to deferral~~Revenue ~~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 representatives, which 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 accounting, with cost recognition commencing in the month of delivery.

~~General~~The components of our net revenue for the nine months ended September 30, 2007 and ~~Administrative~~the ~~Expense~~combined nine months ended September 30, 2006 were as follows:

Our general and administrative expense consists primarily of the costs of advertising, promotion and marketing, administrative staff, pension and other post-retirement benefits, information 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.


							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	$	717,532		$	237,174		$	77,193	$	314,367		$	403,165
Sales claims and allowances		(21,906	)		(9,470	)		1		(9,469	)		(12,437	)

Net directory advertising revenue		695,626			227,704			77,194		304,898			390,728
Other revenue		10,327			8,266			1,609		9,875			452

Total Net Revenue	$	705,953		$	235,970		$	78,803	$	314,773		$	391,180

~~Income~~Our ~~Tax~~directory ~~Provision~~advertising revenue is earned primarily from the sale of advertising in yellow pages directories we publish, net of estimated sales claims and allowances. Directory advertising revenue also 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. Directory advertising 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. Revenue with respect to print advertising, and Internet-based advertising products that are bundled with print advertising, is recognized under the deferral and amortization method, whereby revenue is initially deferred when a directory is published and recognized ratably over the directory’s life, which is typically 12 months. Revenue with respect to Internet-based services that are not bundled with print advertising, such as SEM and SEO services, is recognized as delivered or fulfilled.

WeNet ~~account~~directory ~~for~~advertising ~~income~~revenue ~~taxes~~in ~~under~~ the ~~asset~~nine ~~and~~months ~~liability~~ended ~~method of~~September 30, ~~accounting.~~2007 ~~Deferred tax assets~~ and ~~liabilities~~the ~~are~~combined ~~recorded~~nine tomonths ~~reflect~~ended ~~the~~September 30, ~~future~~2006 ~~tax~~was ~~consequences~~$695.6 million ofand ~~temporary~~$304.9 million, ~~differences between~~respectively. ~~the~~The ~~financial reporting bases of assets and liabilities~~increase ~~and~~in ~~their~~net ~~tax~~directory ~~bases~~advertising atrevenue ~~each~~of ~~year end~~$390.7 million ~~Deferred~~is ~~tax~~primarily ~~assets~~due ~~and liabilities~~to ~~are measured using~~ the ~~enacted~~effects ~~income~~of ~~tax rates in~~purchase ~~effect~~accounting ~~for~~associated with the ~~year~~RHD Merger in ~~which~~2006. ~~those~~This ~~temporary~~increase ~~differences~~was ~~are expected~~partially tooffset beby ~~recovered~~a ~~or settled. Deferred tax assets and~~modest ~~liabilities~~decrease ~~are~~in ~~adjusted~~print ~~for~~advertisement ~~future~~sales ~~income~~attributed ~~tax~~to ~~rate~~weaker ~~changes~~housing ~~in the~~trends ~~year~~and ~~the~~economic ~~changes are enacted~~conditions. Net ~~Deferred~~directory ~~tax~~advertising ~~assets~~revenue ~~are recognized~~ for ~~operating~~the ~~loss~~combined ~~and~~nine ~~tax~~months ~~credit~~ended ~~carry~~September 30, ~~forwards~~2006 ifexcluded ~~management~~the ~~believes,~~amortization ~~based~~of ~~upon~~net ~~existing~~directory ~~evidence,~~advertising ~~that~~revenue itfor ~~is more~~Dex ~~likely~~Media-branded ~~than~~directories ~~not~~published before ~~that~~ the ~~carry~~RHD ~~forward~~Merger ~~will~~under bethe ~~utilized. All~~deferral ~~deferred~~and ~~tax~~amortization ~~assets~~method ~~are~~totaling ~~reviewed for realizability~~$383.8 million, ~~and~~which ~~valuation~~would ~~allowances~~have ~~are~~been ~~recorded~~reported ifin ~~it is more likely than not that~~ the ~~deferred~~period ~~tax~~absent ~~assets~~purchase ~~will not be realized~~accounting.

Other revenue includes barter revenue, late fees received on outstanding customer balances, sales ~~Items~~of directories and certain other print and Internet products. Other revenue in the nine months ended September ~~Affecting~~30, ~~Comparability~~2007 ~~Between~~and ~~Periods~~the combined nine months ended September 30, 2006 was $10.3 million and $9.9 million, respectively. The increase in other revenue of $0.4 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 $3.8 million lower than it would have been due to the impact of purchase accounting, primarily due to barter revenue.

Our revenue and cost of revenue for the twelve months following the consummation of the Acquisition on September 9, 2003 were $120.6 million and $31.6 million lower, respectively, than our revenue and cost of revenue would have been otherwise because the Acquisition was accounted for under the purchase method of accounting. For the six months ended June 30, 2004, our revenue and cost of revenue were $38.1 million and $9.7 million lower, respectively, than they would have been due to the effects of purchase accounting. Under the purchase method of accounting, deferred revenue and related deferred directory costs associated with directories that had previously been published and distributed were not carried over to our balance sheet. The effect of this accounting treatment is to reduce revenue and related costs that would otherwise have been recognized in the twelve months subsequent to the Acquisition. These purchase accounting adjustments are non-recurring and have no historical or future cash impact. The purchase method of accounting will not affect our revenue or directory costs subsequent to September 30, 2004.

Prior to the Dex Media IPO, we paid an annual management fee of $2.0 million to the Sponsors. In connection with the Dex Media IPO, we made a lump sum payment of $10.0 million in aggregate to the

~~Sponsors~~Total tonet ~~terminate~~revenue ~~our~~in ~~obligation~~the tonine ~~pay~~months ~~such~~ended ~~annual~~September 30, ~~advisory fees.~~2007 ~~For~~and the ~~six~~combined nine months ended ~~June~~ September 30, ~~2004,~~2006 ~~the~~was ~~Company incurred~~ $1706.0 million and $314.8 million, respectively. The increase in total net revenue is primarily a result of ~~annual~~the ~~management~~impact ~~fees~~of purchase accounting during the combined nine months ended September 30, 2006 described above. Purchase accounting related to the RHD Merger has no impact on reported net revenue in 2007.

~~The Six Months Ended June 30, 2005 Compared to the Six Months Ended June 30, 2004~~Expenses

The ~~results~~components of ~~operations~~total expenses for the ~~six~~nine months ended ~~June~~September 30, ~~2004~~ ~~include~~2007 ~~the effect of purchase accounting on revenue~~ and ~~cost~~ ~~of revenue related to~~ the ~~Acquisition.~~combined ~~Accordingly, the~~nine ~~periods~~months ~~presented~~ended ~~are not comparable. Please refer to “Items~~September ~~Affecting~~30, ~~Comparability~~2006 ~~Between~~are ~~Periods” in~~as ~~this Item 2 and the discussion below for detail~~follows: ~~regarding the effects of these adjustments.~~

				Six Months Ended
											Predecessor
				June 30,
		Successor Company									Company		Combined
				2005				2004
		Nine Months				Eight Months					One Month		Nine Months
				(Dollars in thousands)
		Ended				Ended					Ended		Ended
Revenue:
		September 30,				September 30,					January 31,		September 30,
	Local directory services			$	386,125			$	378,757
(amounts in thousands)		2007				2006					2006		2006		$ Change
	National directory services				64,693				31,416
Cost of revenue		$	285,638			$	187,214				$	33,598	$	220,812	$	64,826
	Qwest advertising				3,848				4,304
G&A expenses			28,853				30,041					4,991		35,032		(6,179	)
	Other revenue				11,146				9,806
D&A expenses			141,934				94,565					14,661		109,226		32,708
		Total revenue			465,812				424,283
Total		$	456,425			$	311,820				$	53,250	$	365,070	$	91,355
Cost of revenue					140,529				129,734
	Gross profit, excluding depreciation and amortization expense			$	325,283			$	294,549
	Gross margin				69.8	%			69.4	%
General and administrative expense, including bad debt expense				$	60,625			$	58,285

~~Revenue~~Substantially all expenses are derived from our directory publishing business and Internet-based advertising products and services. 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, paper and initial distribution costs. 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, sales manager compensation, sales office occupancy, publishing and information technology services, are not specifically identifiable to a particular directory and are recognized as incurred. In the Predecessor Company financial statements, deferred directory costs also included employee and systems support costs directly associated with the publication of directories. Our costs recognized in a reporting period consist of: (i) costs 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 current period; and (iii) costs incurred in the current period, a portion of which is amortized and recognized in the current period and the balance of which is deferred until future periods. Consequently, there will be a difference between costs recognized in any given period and costs incurred in the given period, which may be significant. 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 directory distribution.

~~Total~~Cost revenue increased $41.5 million, or 9.8%, to $465.8 million for the six months ended June 30, 2005 from $424.3 million for the six months ended June 30, 2004. Total revenue for the six months ended June, 2004 was $38.1 million lower than it would have been due to the effects of ~~purchase accounting. Excluding the effects of~~Revenue purchase accounting in 2004, total revenue would have increased $3.4 million, or 0.7%, for the six months ended June 30, 2005. The increase in total revenue, excluding the effects of purchase accounting, was primarily due to an increase in local and national directory services revenue and an increase in other revenue relating to our Internet product line, and was partially offset by a decrease in Qwest advertising revenue.

~~Local~~Total ~~and~~cost ~~national~~of ~~directory~~revenue ~~services~~for ~~revenue~~the isnine ~~affected~~months byended aSeptember 30, 2007 and the combined nine months ~~variety~~ended ofSeptember 30, ~~volume~~2006 was $285.6 million and ~~pricing~~$220.8 million, ~~factors~~respectively. ~~Volume~~The ~~related~~increase ~~factors~~in cost ~~include~~of ~~quantity~~revenue of ~~advertisements~~$64.8 million ~~sold,~~is primarily due to the ~~change~~impact of purchase accounting associated with the RHD Merger in ~~mix~~2006. Similar to the deferral and amortization method of revenue recognition, ~~advertisements~~certain ~~among~~costs ~~our~~directly ~~product~~related ~~families,~~to the ~~proportion~~selling and production of our directories are initially ~~advertisements~~deferred ~~sold~~when ~~with~~incurred ~~premium~~and ~~features,~~recognized ratably over the ~~volume~~life of ~~promotional~~ ~~services~~a ~~obtained~~directory. ~~from~~As ~~our~~a ~~advertisers~~result inof ~~exchange~~purchase ~~for~~accounting ~~our~~required ~~publication~~by ofGAAP, ~~their~~deferred ~~advertisements~~commissions inand ~~our~~print ~~directories,~~and delivery costs totaling $85.2 million for directories that published prior to the ~~number~~RHD ofMerger ~~local~~were ~~advertisers’~~not ~~disconnects~~reported ~~and~~in the ~~number~~combined ofnine ~~new~~months ~~advertisers~~ended ~~obtained~~September 30, ~~during~~2006. aDirectory ~~period.~~expenses ~~Pricing~~for ~~factors~~the combined nine months ended September 30, 2006 include ~~price~~the ~~increases~~amortization ~~related~~of todeferred ~~our~~directory ~~standard~~costs ~~rates~~relating ~~that~~to ~~may be~~the ~~made~~Dex ~~from~~Media West ~~time~~directories topublished ~~time~~beginning in ~~varying~~February 2006. ~~markets~~As ~~for~~a ~~varying~~result of purchase accounting required ~~categories~~by GAAP, ~~and~~we ~~are~~recorded ~~offset~~the bydeferred ~~discount~~directory ~~programs~~costs related to directories that ~~may~~were bescheduled to ~~initiated~~publish insubsequent ~~local~~to ~~markets~~the ~~for~~RHD ~~certain~~Merger ~~advertiser~~at ~~headings~~their fair value of $68.7 million, ~~Such~~determined as (a) the ~~factors~~estimated ~~generally~~billable ~~affect~~value of the ~~dollar~~published ~~volume~~directory ofless ~~orders~~(b) the ~~initiated~~expected costs to complete the indirectories, plus (c) a ~~period~~normal ~~which~~profit margin. We refer to this purchase accounting entry as “cost uplift.” These costs are ~~recognized~~amortized as cost of revenue over the ~~life~~terms of athe applicable directories ~~given~~and ~~directory,~~such ~~beginning~~amortization intotaled ~~the~~$15.3 million ~~month~~representing a decrease of ~~delivery~~$17. ~~Fluctuations~~7 million infor ~~product~~the ~~mix~~nine months ~~and~~ended ~~pricing~~September 30, ~~are~~2007 ~~among~~as compared to the ~~multiple~~prior period. Approximately $0.4 million of cost ~~factors~~uplift ~~that~~expense ~~contributed~~remains tounamortized ~~the~~at ~~change~~September 30, in2007, ~~local~~which ~~and~~will ~~national~~be fully expensed during the ~~directory~~three ~~services~~months ~~revenue~~ending December 31, 2007.

Local directory services revenue increased $7.4 million, or 1.9%, to $386.1 million for the six months ended June 30, 2005 compared to $378.8 million for the six months ended June 30, 2004. Local directory service revenue for the six months ended June 30, 2004 was $5.9 million lower than it would have been due to the effects of purchase accounting. Excluding the effects of purchase accounting in 2004, local directory services revenue increased $1.4 million, or 0.4%, for the six months ended June 30, 2005. Local directory services revenue, excluding the effects of purchase accounting in 2004, accounted for 82.9% and 83.2% of revenue for the six months ended June 30, 2005 and 2004, respectively.

~~Revenue~~General from national advertisers increased $33.3 million to $64.7 million for the six months ended June 30, 2005 compared to $31.4 million for the six months ended June 30, 2004. Revenue from national advertisers for the six months ended June 30, 2004 was $32.2 million lower than it would have been due to the effects of purchase accounting. Excluding the effects of purchase accounting in 2004, revenue from national advertisers increased $1.1 million, or 1.7%, for the six months ended June 30, 2005. Revenue from national advertisers, excluding the effects of purchase accounting in 2004, accounted for 13.9% and ~~13.8%~~Administrative ~~of revenue for the six months ended June 30, 2005~~Expenses ~~and 2004, respectively.~~

~~Revenue~~General ~~from~~and ~~Qwest~~administrative ~~advertising~~(“G&A”) ~~decreased~~expenses ~~$0.5 million, or 10.6% to $3.8 million~~ for the ~~six~~nine months ended ~~June~~ September 30, ~~2005~~2007 ~~from~~and ~~$4.3 million for~~ the combined ~~six~~nine months ended ~~June~~September 30, ~~2004.~~2006 ~~This~~were 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 $2028.09 million ~~collectively in advertising annually from us~~ and ~~Dex Media East. However, if in any given year Qwest exceeds the~~ $2035.0 million, ofrespectively. The ~~advertising~~decrease ~~purchases,~~of ~~up to~~ $56.01 million ofwas ~~the~~primarily ~~excess~~driven ~~will~~by ~~be credited to~~ the ~~following~~ ~~year’s~~reduction ~~purchase~~in ~~commitment.~~bonuses Asto aretain ~~result of~~certain ~~purchases~~employees inthrough ~~excess of~~ the ~~$20.0 million~~transition ~~for~~related to the ~~year~~RHD ~~ended December 31~~Merger, ~~2003,~~as ~~Qwest~~well ~~purchased~~as ~~less~~office ~~than $20.0 million~~space ofreductions ~~Dex~~and a ~~advertising~~decrease in ~~2004,~~salaries ofand ~~which~~wages ~~a portion~~due isto ~~deferred~~headcount ~~and~~reductions, ~~recognized~~as ~~over~~a ~~the~~result ~~life~~ of ~~the~~cost ~~related~~synergies ~~directory~~associated inwith ~~2005~~the RHD Merger.

~~Other~~Depreciation revenue increased by $1.3 million, or 13.7%, to $11.1 million for the six months ended June 30, 2005 from $9.8 million for the six months ended June 30, 2004. This increase in other revenue was related primarily due to an increase in Internet revenue, and ~~was~~Amortization ~~partially offset by~~Expenses ~~a decrease in direct marketing revenue.~~

~~Cost~~Depreciation and amortization (“D&A”) expenses for the nine months ended September 30, 2007 and the combined nine months ended September 30, 2006 were $141.9 million and $109.2 million, respectively. The increase in D&A expense of ~~revenue~~$32.7 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 $36.5 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 West Acquisition were eliminated and replaced with the identified intangible assets related to the RHD Merger. As a result, the Predecessor Company had approximately $3.0 million higher intangible amortization expense during the one month ended January 31, 2006.

~~Cost~~Operating ofIncome ~~revenue recognized was $140.5 million for the six~~(Loss) months ended June 30, 2005 compared to $129.7 million for the six months ended June 30, 2004. Cost of revenue recognized for the six months ended June 30, 2004 was $9.7 million lower than it would have been due to the effects of purchase accounting. Cost of revenue recognized, excluding the effects of purchase accounting in 2004, represented 30.2% and 30.1% of revenue for the six months ended June 30, 2005 and 2004, respectively. The cost of revenue recognized does not include any depreciation and amortization expense.

~~For~~Operating income (loss) for the ~~six~~nine months ended ~~June~~September 30, ~~2005~~2007 and ~~2004,~~the ~~we incurred~~combined ~~costs~~nine ~~subject~~months ended toSeptember 30, ~~deferral~~2006 ~~and~~was ~~amortization~~as offollows: ~~$146.9 million and $147.0 million, respectively.~~

Employee costs incurred decreased by $3.0 million, or 4.9%, to $57.7 million for the six months ended June 30, 2005 from $60.7 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.

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

249,528

(75,850

)

25,553

(50,297

)

299,825

~~Direct~~The ~~publishing~~increase ~~costs~~in ~~incurred,~~operating ~~which~~income ~~primarily~~for ~~include~~the ~~paper, printing~~nine ~~and~~months ~~distribution,~~ended ~~increased $0.2~~September ~~million~~30, ~~or 0.4%~~2007, compared to ~~$56.0 million~~the operating loss for the ~~six~~combined nine months ended ~~June~~September 30, ~~2005~~ ~~from~~2006 ~~$55.8 million~~resulted ~~for~~from ~~the~~an ~~six~~increase ~~months ended~~in ~~June 30~~net revenue, ~~2004.~~partially ~~The~~offset ~~increase~~by ~~primarily~~increases ~~was~~in acost ~~result~~ of ~~the~~revenue and D&A expenses as described above. ~~introduction~~Since ofall ~~new~~deferred net revenue related to directories, ~~and~~published ~~was~~prior ~~partially~~to ~~offset~~the byRHD aMerger is ~~decrease~~eliminated in ~~printing~~purchase ~~costs~~accounting, ~~due~~but only certain direct expenses related to ~~the~~these ~~implementation~~directories are ofeliminated under purchase accounting, purchase accounting has a ~~new~~disproportionately adverse ~~printing~~effect ~~agreement~~on ~~with~~reported ~~one~~revenue ofin 2006. Operating income in 2007 will continue to be moderately impacted by the ~~two~~cost ~~outside~~uplift ~~providers~~aspect of ~~printing~~ ~~services~~purchase accounting.

~~Contracting~~Interest ~~and professional fees incurred increased $4.5 million~~Expense, ~~or 72.6%, to $10.7 million for the six~~Net months ended June 30, 2005 from $6.2 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.

Net interest expense for the nine months ended September 30, 2007 and the combined nine months ~~National~~ended ~~commissions~~September 30, 2006 was $15138.58 million and $149.4 million, respectively. The decrease in net interest expense is primarily due to lower outstanding debt during the period due to principal repayments, as well as decreased amortization of deferred financing costs as the Predecessor Company’s deferred financing costs were eliminated in accordance with purchase accounting. Net interest expense for the ~~six~~nine months ended ~~June~~September 30, ~~2005~~2007 and ~~for~~combined nine months ended September 30, 2006 included $1.3 million and $2.6 million, respectively, of amortization of deferred financing costs. In addition, the ~~same~~Successor Company amortized a portion of the fair value adjustment, which was recorded at the consummation of the RHD Merger. The Company recognizes an offset to interest expense each period infor ~~2004~~the amortization of the corresponding fair value adjustment over the life of the respective debt. This fair value adjustment was amortized as a reduction to interest expense of $9.7 million and $10.2 million during the nine months ended September 30, 2007 and the eight months ended September 30, 2006, respectively.

Other cost of revenue incurred, which primarily includes systems expense, and office and facilities expense, was $7.0 million for the six months ended June 30, 2005 compared to $8.8 million for the six months ended June 30, 2004.

~~Gross~~Income ~~profit~~Taxes

~~Our~~The ~~gross~~effective ~~profit~~tax ~~was~~rate ~~$325.3~~on income (loss) ~~million~~before income taxes for the ~~six~~nine months ended ~~June~~September 30, 2007, ~~2005~~the ~~compared~~eight tomonths ~~$294.5~~ended September ~~million~~30, ~~for~~2006 and the ~~six~~ ~~months~~one month ended ~~June~~January 3031, ~~2004.~~2006 ~~Excluding~~was ~~the~~38.3%, 38.9% ~~effects~~and ~~of purchase~~39.9%, ~~accounting~~respectively. inThe ~~2004,~~effective ~~gross~~tax ~~profit~~rate for the ~~six~~nine months ended ~~June~~September 30, ~~2004~~2007 reflects ~~would~~changes ~~have~~in ~~been~~estimates ~~$322.9 million. Gross~~for ~~margin,~~state ~~excluding~~and ~~the~~local ~~effects~~tax. ofThe ~~purchase~~effective ~~accounting~~rate in the eight months ~~2004~~ended September 30, ~~was~~2006 ~~69.8%~~reflected ~~and~~the ~~69.9%~~impact ~~for~~of the ~~six~~integration ~~months~~related ~~ended~~to ~~June 30,~~the RHD Merger combined ~~2005~~with ~~and~~favorable ~~2004,~~treatment ~~respectively~~of certain purchase accounting adjustments.

General and administrative expense

General and administrative expense, including bad debt expense, increased $2.3 million or 3.9%, to $60.6 million for the six months ended June 30, 2005 from $58.3 million for the six months ended June 30, 2004. The increase was primarily due to increases in employee costs and in contracting and professional fees offset by decreases in advertising expense and bad debt expense.

Employee costs increased $3.0 million, or 18.2%, to $19.5 million for the six months ended June 30, 2005 compared to $16.5 million for the six months ended June 30, 2004. Employee costs include salaries and wages, benefits and other employee costs. Salaries and wages were $10.6 million for the six months ended June 30, 2005 compared to $10.4 million for the six months ended June 30, 2004. Benefits increased $0.3 million, or 5.8%, to $5.5 million for the six months ended June, 2005 from $5.2 million for the six months ended June 30, 2004. Other employee costs increased $2.5 million for the six months ended June 30, 2005 to $3.4 million from $0.9 million for the six months ended June 30, 2004. This increase was primarily related to recognition of net accrued severance costs of $2.2 million in connection with planned workforce reductions during the three months ended June 30, 2005.

Advertising expense decreased $0.2 million, or 2.3%, to $8.6 million for the six months ended June 30, 2005 from $8.8 million for the six months ended June 30, 2004. Advertising expense as a percentage of revenue, excluding the effects of purchase accounting in 2004, decreased to 1.8% for the six months ended June 30, 2005 from 1.9% for the six months ended June 30, 2004.

Contracting and professional fees increased $0.7 million, or 6.7%, to $11.2 million for the six months ended June 30, 2005 from $10.5 million for the six months ended June 30, 2004. For the six months ended June 30, 2004, contracting and professional fees included $1.0 million of annual advisory fees paid to our Sponsors. This fee was terminated in conjunction with the Dex Media IPO and therefore was not incurred in the six months ended June 30, 2005. The decrease in such advisory fees was offset by an increase in on-going support costs related to our new production system, which we began incurring in the second quarter of 2004.

Bad debt expense decreased $0.9 million, or 7.4%, to $11.0 million for the six months ended June 30, 2005 from $11.8 million for the six months ended June 30, 2004. Bad debt expense as a percentage of total revenue, excluding the effects of purchase accounting in 2004, was 2.4% for the six months ended June 30, 2005 and 2.6% for the six months ended June 30, 2004.

All other general and administrative expense was $10.3 million and $10.7 million for the six months ended June 30, 2005 and 2004, respectively.

Amortization of intangibles

For the six months ended June 30, 2005 and 2004 we recognized $96.0 million and $115.7 million, respectively, in amortization expense related to our identifiable intangible assets. The decrease in amortization expense from the prior year was the result of a declining method used to amortize the value of the acquired customer accounts in proportion with their estimated retention lives.

Interest expense

Interest expense was $104.4 million and $107.9 million for the six months ended June 30, 2005 and 2004, respectively. Interest expense for the six months ended June, 2005 and 2004 includes $10.7 million and $13.1 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 $6.8 million of net deferred income tax liabilities. Included in the net deferred tax liability is a deferred tax asset of $34.0 million relating to estimated net operating loss carryforwards of $87.1 million. As of December 31, 2004 we recorded $15.7 million of net deferred income tax assets, of which $42.5 million resulted from estimated net operating loss carryforwards of $110.6 million, pending the filing of the 2004 income tax return. Net operating loss carryforwards do not begin to expire until 2023. 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 98% 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 West 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 Pages 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 first 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 has 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 ~~West~~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 ~~SEC’s~~Securities ~~rules~~ and ~~forms,~~Exchange ~~and that such information is accumulated and communicated to Dex Media West~~Commission’s ~~management,~~rules ~~including its Chief Executive Officer~~ and ~~Chief Financial Officer, as appropriate, to allow timely~~ ~~decisions regarding required disclosure~~forms.

As(b) Changes ofin ~~the~~Internal ~~end~~Control ofOver ~~the~~Financial ~~period~~Reporting. ~~covered~~There byhave ~~this~~not ~~report,~~been ~~Dex~~any ~~Media West~~changes ~~carried~~in ~~out an evaluation, under~~ the ~~supervision and with~~ ~~the participation of Dex Media West~~Company’s ~~management,~~internal ~~including its~~control ~~Chief~~over ~~Executive~~financial ~~Officer~~reporting ~~and~~that ~~Chief~~occurred ~~Financial~~during ~~Officer, of~~ the ~~effectiveness~~ ~~of the design and operation of Dex Media West~~Company’s ~~disclosure~~most ~~controls and procedures. Based on the~~recent ~~foregoing,~~fiscal ~~Dex~~quarter ~~Media West’s Chief Executive Officer and Chief Financial Officer concluded~~ that ~~Dex~~has ~~Media~~materially ~~West’s disclosure~~affected, ~~controls~~or ~~and~~is ~~procedures~~reasonably ~~were~~likely ~~effective~~to asmaterially ofaffect, the ~~end~~ ofCompany’s ~~the~~internal ~~period~~control ~~covered~~over byfinancial ~~this report~~reporting.

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

PART II. OTHER INFORMATION

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 West amended its Credit Agreement, as amended and restated, to, among other things: (i) permit Dex Media West to engage in accounts receivable securitization transactions not exceeding $232None.~~0 million in~~ the aggregate at any time; (ii) increase the restricted payment basket for cash dividends by the Company from $40.6 million to $58.0 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
Number		Document
	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).
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 West LLC under Section 302 of the Sarbanes-Oxley Act.
	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).
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 West LLC under Section 302 of the Sarbanes-Oxley Act.
	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).
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 David C. Swanson, Chairman and Chief Executive Officer, and Steven M. Blondy, Executive Vice President and Chief Financial Officer of Dex Media West LLC.
	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).
	Exhibit 10.5		Fourth Amendment, dated as of June 16, 2005, to the Credit Agreement, dated as of September 9, 2003, as amended and restated as of July 27, 2004, by and among Dex Media, Inc., Dex Media West, Inc., Dex Media West LLC, JPMorgan Chase Bank, N.A. 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.

23 * Filed herewith.

Exhibits		Description
	Exhibit 31.1	Certification of Chief Executive Officer of Dex Media West LLC pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
	Exhibit 31.2	Certification of Chief Financial Officer of Dex Media West LLC pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

SIGNATURES

24Pursuant to the requirements 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 WEST 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)

Exhibit Index ~~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 by the undersigned, thereunto duly authorized.


Exhibit 31.1*		Certification of Quarterly Report on Form 10-Q for the period ended September 30, 2007 David C. Swanson, Chairman and Chief Executive Officer of Dex Media West LLC under Section 302 of the Sarbanes Oxley Act.

Exhibit 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 West LLC under Section 302 of the Sarbanes Oxley Act.

Exhibit 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 West LLC.

~~DEX~~* ~~MEDIA~~Filed ~~WEST LLC~~herewith.

~~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

Exhibits		Description
	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).
	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).
	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).
	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).
	Exhibit 10.5	Fourth Amendment, dated as of June 16, 2005, to the Credit Agreement, dated as of September 9, 2003, as amended and restated as of July 27, 2004, by and among Dex Media, Inc., Dex Media West, Inc., Dex Media West LLC, JPMorgan Chase Bank, N.A. 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.
	Exhibit 31.1	Certification of Chief Executive Officer of Dex Media West LLC pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
	Exhibit 31.2	Certification of Chief Financial Officer of Dex Media West LLC pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Filing Compare · DEX MEDIA WEST LLC