##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 (Mark
one)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                      to
 Commission File Number: 333-102395
 Dex Media East LLC
 (Exact name of registrant as specified in its charter)
 Delaware
    
    42-1554575(State or Other Jurisdiction of
    
    (IRS EmployerIncorporation or Organization)
    
    Identification No.)1001 Winstead Drive, Cary, N.C.(Address of principal executive offices)
    
    27513(Zip Code)(919) 297-1600(Registrants telephone number, including area code)
  
   þ o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer þ
 o þ
  THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM
10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.




---



##### 



DEX MEDIA EAST LLC
 INDEX TO FORM 10-Q
 PAGEPART I:
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (Unaudited)Consolidated Balance Sheets at March 31, 2006 and December 31, 2005
    
    
    2Consolidated Statements of Operations and Comprehensive Income (Loss) for the
Two Months Ended March 31, 2006, the One Month Ended January 31, 2006 and the
Three Months Ended March 31, 2005
    
    
    3Consolidated Statements of Cash Flows for the Two Months Ended March 31, 2006,
the One Month Ended January 31, 2006 and the Three Months Ended March 31, 2005
    
    
    4Notes to Consolidated Financial Statements
    
    
    5Item 2.
    
    Managements Narrative Analysis of Results of Operations*
    
    
    17Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk**
    
    
    20Item 4.
    
    Controls and Procedures
    
    
    21PART II:
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    22Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds***
    
    
    22Item 3.
    
    Defaults Upon Senior Securities***
    
    
    22Item 4.
    
    Submission of Matters to a Vote of Security Holders***
    
    
    22Item 5.
    
    Other Information
    
    
    22Item 6.
    
    Exhibits
    
    
    22SIGNATURE
    
    
    
    
    
    26
 *
    
    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.
 1




---



##### 



PART I. FINANCIAL INFORMATION
 
  
 Dex Media East LLC
An Indirect Wholly-Owned Subsidiary of Dex Media, Inc.
Consolidated Balance Sheets (Unaudited)
 Successor Company
    
    
    
    Predecessor Company(in thousands)
    
    March 31, 2006
    
    
    
    December 31, 2005AssetsCurrent AssetsCash and cash equivalents
    
    $
    970
    
    
    
    $
    Accounts receivableBilled
    
    
    45,507
    
    
    
    
    74,925Unbilled
    
    
    513,298
    
    
    
    
    7,478Allowance for doubtful accounts and sales claims
    
    
    (40,015
    )
    
    
    
    (11,966
    )Net accounts receivable
    
    
    518,790
    
    
    
    
    70,437Affiliate receivables, net
    
    
    3,081
    
    
    
    
    Deferred directory costs
    
    
    81,410
    
    
    
    
    139,389Current deferred income taxes, net
    
    
    
    
    
    
    
    7,629Other current assets
    
    
    11,457
    
    
    
    
    4,130Total current assets
    
    
    615,708
    
    
    
    
    221,585Fixed assets and computer software, net
    
    
    52,762
    
    
    
    
    53,909Deferred income taxes, net
    
    
    
    
    
    
    
    15,395Other non-current assets
    
    
    823
    
    
    
    
    38,600Intangible assets, net
    
    
    3,759,783
    
    
    
    
    1,209,992Goodwill
    
    
    1,015,585
    
    
    
    
    890,731Total Assets
    
    $
    5,444,661
    
    
    
    $
    2,430,212Liabilities and Owners EquityCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    38,911
    
    
    
    $
    54,042Affiliate
payable, net
    
    
    
    
    
    
    
    4,665Accrued interest
    
    
    36,414
    
    
    
    
    17,533Deferred directory revenue
    
    
    242,936
    
    
    
    
    107,790Current deferred income taxes, net
    
    
    106,833
    
    
    
    
    Current portion of long-term debt
    
    
    168,337
    
    
    
    
    129,290Total current liabilities
    
    
    593,431
    
    
    
    
    313,320Long-term debt
    
    
    1,497,378
    
    
    
    
    1,434,458Amounts due to affiliate related to post-retirement
and other post-employment obligations
    
    
    45,221
    
    
    
    
    44,173Deferred income taxes, net
    
    
    872,249
    
    
    
    
    Other non-current liabilities
    
    
    1,490
    
    
    
    
    1,292Total Liabilities
    
    
    3,009,769
    
    
    
    
    1,793,243Commitments and contingenciesOwners equityOwners Interest
    
    
    2,460,363
    
    
    
    
    665,037Accumulated deficit
    
    
    (25,471
    )
    
    
    
    (29,381
    )Accumulated other comprehensive income
    
    
    
    
    
    
    
    1,313Total
Owners Equity
    
    
    2,434,892
    
    
    
    
    636,969Total Liabilities and Owners Equity
    
    $
    5,444,661
    
    
    
    $
    2,430,212
  2




---



##### 



Dex Media East LLC
An Indirect Wholly-Owned Subsidiary of Dex Media, Inc.
Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited)
 Successor Company
    
    
    
    Predecessor CompanyTwo Months
    
    
    
    One Month
    
    
    Three MonthsEnded
    
    
    
    Ended
    
    
    EndedMarch 31,
    
    
    
    January 31,
    
    
    March 31,(in thousands)
    
    2006
    
    
    
    2006
    
    
    2005Net revenue
    
    $
    37,984
    
    
    
    $
    61,091
    
    
    $
    181,258ExpensesOperating expenses
    
    
    36,208
    
    
    
    
    25,331
    
    
    
    69,110General and administrative expenses
    
    
    7,295
    
    
    
    
    4,418
    
    
    
    8,565Depreciation and amortization
    
    
    17,716
    
    
    
    
    12,148
    
    
    
    41,181Total expenses
    
    
    61,219
    
    
    
    
    41,897
    
    
    
    118,856Operating (loss) income
    
    
    (23,235
    )
    
    
    
    19,194
    
    
    
    62,402Interest expense, net
    
    
    18,452
    
    
    
    
    12,105
    
    
    
    37,427(Loss) income before income taxes
    
    
    (41,687
    )
    
    
    
    7,089
    
    
    
    24,975(Benefit) provision for income taxes
    
    
    (16,216
    )
    
    
    
    2,805
    
    
    
    9,758Net (loss) income
    
    $
    (25,471
    )
    
    
    $
    4,284
    
    
    $
    15,217Comprehensive
(Loss) IncomeNet (loss) income
    
    $
    (25,471
    )
    
    
    $
    4,284
    
    
    $
    15,217Unrealized gain on interest rate swaps, net of tax
    
    
    
    
    
    
    
    90
    
    
    
    1,580Comprehensive
(loss) income
    
    $
    (25,471
    )
    
    
    $
    4,374
    
    
    $
    16,797
  3




---



##### 



Dex Media East LLC
An Indirect Wholly-Owned Subsidiary of Dex Media, Inc.
Consolidated Statements of Cash Flows (Unaudited)
 Successor Company
    
    
    
    Predecessor CompanyTwo Months
    
    
    
    One Month
    
    
    Three MonthsEnded
    
    
    
    Ended
    
    
    EndedMarch 31,
    
    
    
    January 31,
    
    
    March 31,(in thousands)
    
    2006
    
    
    
    2006
    
    
    2005Cash Flows from Operating ActivitiesNet (loss) income
    
    $
    (25,471
    )
    
    
    $
    4,284
    
    
    $
    15,217Reconciliation of net (loss) income to net cash provided
by operating activities:Depreciation and amortization
    
    
    17,716
    
    
    
    
    12,148
    
    
    
    41,181Deferred income taxes
    
    
    (16,216
    )
    
    
    
    1,693
    
    
    
    9,758(Benefit from) provision for bad debts
    
    
    (160
    )
    
    
    
    2,688
    
    
    
    6,171Stock-based compensation expense
    
    
    730
    
    
    
    
    1,238
    
    
    
    196Amortization
of debt fair value adjustment
    
    
    (2,824
    )
    
    
    
    
    
    
    
    Amortization of deferred financing costs
    
    
    81
    
    
    
    
    983
    
    
    
    4,814Loss on disposition of assets
    
    
    
    
    
    
    
    
    
    
    
    89Changes in assets and liabilities:(Increase) decrease in accounts receivable
    
    
    (153,954
    )
    
    
    
    1,319
    
    
    
    9,404(Increase) decrease in other assets
    
    
    (5,823
    )
    
    
    
    2,564
    
    
    
    5,491Increase
(decrease) in accounts payable and
accrued liabilities
    
    
    11,857
    
    
    
    
    (10,518
    )
    
    
    616Increase (decrease) in deferred directory revenue
    
    
    242,785
    
    
    
    
    (3,270
    )
    
    
    (9,660
    )(Decrease) increase in amounts due to affiliates
    
    
    (5,113
    )
    
    
    
    806
    
    
    
    (4,159
    )Increase (decrease) in  other non-current
liabilities
    
    
    162
    
    
    
    
    36
    
    
    
    (80
    )Increase in amounts due to affiliates related to
post-retirement and other post-employment
benefits
    
    
    699
    
    
    
    
    350
    
    
    
    1,300Net cash provided by operating activities
    
    
    64,469
    
    
    
    
    14,321
    
    
    
    80,338Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (1,983
    )
    
    
    
    (605
    )
    
    
    (4,821
    )Net cash used in investing activities
    
    
    (1,983
    )
    
    
    
    (605
    )
    
    
    (4,821
    )Cash
Flows from Financing ActivitiesRevolver borrowings
    
    
    60,000
    
    
    
    
    
    
    
    
    6,000Revolver repayments
    
    
    (12,000
    )
    
    
    
    (5,000
    )
    
    
    (1,000
    )Debt Repayments
    
    
    (27,098
    )
    
    
    
    
    
    
    
    (80,788
    )(Decrease) increase
in checks not yet
presented for payment
    
    
    
    
    
    
    
    (827
    )
    
    
    6,249Excess tax benefits from exercise of stock options
    
    
    
    
    
    
    
    1,112
    
    
    
    Distributions to Owner
    
    
    (84,043
    )
    
    
    
    (7,376
    )
    
    
    (5,978
    )Net cash used in
financing
activities
    
    
    (63,141
    )
    
    
    
    (12,091
    )
    
    
    (75,517
    )(Decrease) increase in cash
and cash equivalents
    
    
    (655
    )
    
    
    
    1,625
    
    
    
    Cash and cash equivalents,
beginning of period
    
    
    1,625
    
    
    
    
    
    
    
    
    Cash and cash equivalents,
end of period
    
    $
    970
    
    
    
    $
    1,625
    
    
    $
    Supplemental Information:Cash paid:Interest
    
    $
    7,214
    
    
    
    $
    6,380
    
    
    $
    9,806
  4




---



##### 



Dex Media East LLC
An Indirect Wholly-Owned Subsidiary of Dex Media, Inc.
Notes to Consolidated Financial Statements (Unaudited)  (tabular amounts in thousands, except share and per share data)
 1. Business and Basis Presentation
   Significant Business Developments
    History
  5




---



##### 



2. Summary of Significant Accounting Policies
 Principles of Consolidation.
 Revenue Recognition. ®
 Accounting for
Advertising Barter Transactions
 Revenue Arrangements with Multiple Deliverables.
 Deferred Directory Costs.
 Cash and Cash Equivalents. .
 Accounts Receivable.
   6




---



##### 



Fixed
Assets and Computer Software
 Interest Expense and Deferred Financing Costs.
 Advertising Expense.
 Concentration of Credit Risk.
   Derivative Financial Instruments.
 7




---



##### 



Income Taxes. Accounting for Income Taxes
 Stock-Based Awards
 Successor Company
   Share-Based Payment
 Accounting for Stock Issued to Employees
  Two Months Ended March 31, 2006As Reported
    
    
    Per APB No. 25Total stock-based compensation expense (benefit)
    
    $
    730
    
    
    $
    (23
    )Net loss
    
    
    (25,011
    )
    
    
    (25,019
    )
   8




---



##### 



Two Months EndedMarch 31, 2006Dividend yield
    
    0%Expected volatility
    
    24.57%Risk-free interest rate
    
    4.60%Expected life
    
    5 yearsForfeiture rate
    
    5.0%
    Weighted AverageExercise/Grant
    
    
    AggregateShares
    
    
    Price Per Share
    
    
    Intrinsic ValueDex Media stock-based awards converted on
January 31, 2006
    
    
    1,725,361
    
    
    $
    12.73
    
    
    $
    83,956Granted
    
    
    345,000
    
    
    
    64.17
    
    
    
    Exercised
    
    
    (889,504
    )
    
    
    10.80
    
    
    
    (45,000
    )Forfeitures
    
    
    
    
    
    
    
    
    
    
    Awards outstanding, March 31, 2006
    
    
    1,180,857
    
    
    $
    29.25
    
    
    $
    38,956Available for future grants at March 31, 2006
    
    
    143,739
   Stock
Awards Outstanding
    
    

Stock
Awards ExercisableWeighted Average
    
    
    
    
    
    
    
    
    
    
    Weighted AverageRange of
    
    
    
    
    
    Remaining
    
    Weighted Average
    
    
    
    
    
    
    Remaining
    
    Weighted AverageExercise/Grant
    
    
    
    
    
    Contractual Life
    
    Exercise/Grant
    
    
    
    
    
    
    Contractual Life
    
    Exercise/GrantPrices
    
    Shares
    
    (In Years)
    
    Price Per Share
    
    
    Shares
    
    (In Years)
    
    Price Per Share$10.78
    
    
    761,121
    
    
    
    6.65
    
    
    $
    10.78
    
    
    
    
    587,445
    
    
    
    6.65
    
    
    $
    10.78$49.75
 $53.14
    
    
    12,381
    
    
    
    9.13
    
    
    
    50.84
    
    
    
    
    
    
    
    
    
    
    
    $55.25
 $64.26
    
    
    407,355
    
    
    
    7.18
    
    
    
    63.09
    
    
    
    
    23,815
    
    
    
    7.18
    
    
    
    56.511,180,857
    
    
    
    6.86
    
    
    $
    29.25
    
    
    
    
    611,260
    
    
    
    6.86
    
    
    $
    12.56
 9




---



##### 



Weighted Average
    
    
    
    
    
    
    Weighted AverageNon-vested Stock
    
    
    Grant Date Exercise
    
    
    Non-vested
    
    
    Grant Date ExerciseOptions and SARs
    
    
    Price Per Award
    
    
    Restricted Stock
    
    
    Value Per AwardNon-vested Dex
Media stock-based
awards converted on
January 31, 2006
    
    
    224,597
    
    
    $
    12.73
    
    
    
    
    
    
    
    Granted
    
    
    345,000
    
    
    
    64.17
    
    
    
    47,350
    
    
    $
    64.26Vested
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeitures
    
    
    
    
    
    
    
    
    
    
    450
    
    
    
    64.26Non-vested at March
31, 2006
    
    
    569,597
    
    
    $
    43.89
    
    
    
    46,900
    
    
    $
    64.26
     Predecessor Company
     10




---



##### 



WeightedWeighted
    
    
    
    
    
    
    AverageNumber of
    
    
    Average
    
    
    Aggregate
    
    
    RemainingNumber
    
    
    Shares
    
    
    Exercise
    
    
    Intrinsic
    
    
    Contractualof Options
    
    
    Exercisable
    
    
    Price
    
    
    Value
    
    
    Life YearsOptions outstanding at January 1, 2006
    
    
    4,625,460
    
    
    
    
    
    
    $
    5.38Options exercisable at January 1, 2006
    
    
    
    
    
    
    2,341,773
    
    
    
    4.93Options:Granted
    
    
    Exercised
    
    
    620,110
    
    
    
    
    
    
    
    4.70
    
    
    $
    23.00Forfeited
    
    
    Options outstanding at January 31, 2006
    
    
    4,005,350
    
    
    
    
    
    
    
    5.48
    
    
    
    22.22
    
    
    
    7.53Options exercisable at January 31, 2006
    
    
    
    
    
    
    1,723,265
    
    
    
    5.03
    
    
    
    22.67
    
    
    
    7.45
 Accounting for Stock-Based
Compensation,
 Three MonthsEndedMarch 31,2005Net IncomeAs reported
    
    $
    15,217Add: Stock-based employee
compensation expense included in
reported net income, net of related
tax effects
    
    
    120Deduct: Stock-based employee
compensation expense determined
under minimum value or fair value
based method, as applicable, for
all awards, net of related tax
effects
    
    
    (194
    )Pro forma
    
    $
    15,143
 Estimates.
 New
Accounting Pronouncements.
  3. Donnelley Merger
  11




---



##### 



Determination of the
Measurement Date for the Market Price of Securities Issued in a Purchase Business Combination.
   4. Intangible Assets and Goodwill
 Successor Company
  Successor CompanyMarch 31, 2006Local
    
    
    National
    
    
    DirectoryCustomer
    
    
    CMR
    
    
    Services
    
    
    Trade
    
    
    AdvertisingRelationships
    
    
    Relationships
    
    
    Agreements
    
    
    Names
    
    
    Commitment
    
    
    TotalFair value
    
    $
    385,000
    
    
    $
    85,000
    
    
    $
    3,085,000
    
    
    $
    210,000
    
    
    $
    10,000
    
    
    $
    3,775,000Accumulated
amortization
    
    
    
    
    
    
    (472
    )
    
    
    (12,064
    )
    
    
    (2,334
    )
    
    
    (347
    )
    
    
    (15,217
    )Net intangible
assets
    
    $
    385,000
    
    
    $
    84,528
    
    
    $
    3,072,936
    
    
    $
    207,666
    
    
    $
    9,653
    
    
    $
    3,759,783
  12




---



##### 



Goodwill and Other Intangible Assets
 Predecessor Company
  Predecessor CompanyDecember 31, 2005Local
    
    
    National
    
    
    Non-Compete/
    
    
    
    
    
    
    Qwest DexCustomer
    
    
    CMR
    
    
    Publishing
    
    
    Dex
    
    
    Trademark
    
    
    AdvertisingRelationships
    
    
    Relationships
    
    
    Agreements
    
    
    Trademark
    
    
    Agreement
    
    
    Commitment
    
    
    TotalFair value
    
    $
    897,000
    
    
    $
    241,000
    
    
    $
    251,000
    
    
    $
    311,000
    
    
    $
    68,000
    
    
    $
    23,000
    
    
    $
    1,791,000Accumulated
amortization
    
    
    (423,620
    )
    
    
    (90,058
    )
    
    
    (19,750
    )
    
    
    
    
    
    
    (42,770
    )
    
    
    (4,810
    )
    
    
    (581,008
    )Net intangible
assets
    
    $
    473,380
    
    
    $
    150,942
    
    
    $
    231,250
    
    
    $
    311,000
    
    
    $
    25,230
    
    
    $
    18,190
    
    
    $
    1,209,992
   13




---



##### 



5. Long-Term Debt
  Successor
    
    
    
    PredecessorCompany
    
    
    
    CompanyMarch 31,
    
    
    
    December 31,2006
    
    
    
    2005Dex Media EastCredit Facility
    
    $
    788,692
    
    
    
    $
    772,4989.875% Senior Notes, due 2009
    
    
    482,505
    
    
    
    
    450,00012.125% Senior Subordinated Notes, due 2012
    
    
    394,518
    
    
    
    
    341,250Total
    
    
    1,665,715
    
    
    
    
    1,563,748Less: current portion
    
    
    168,337
    
    
    
    
    129,290Long-term debt
    
    $
    1,497,378
    
    
    
    $
    1,434,458
 Credit Facilities
   
    
    The higher of (i) the base rate determined by the Administrative Agent, JP Morgan Chase
Bank, N.A., plus a 0.25% margin on the Revolver and Term Loan A and a 0.75% margin on Term
Loan B; and (ii) the Federal Funds Effective Rate (as defined) plus 0.50%, plus a 0.25%
margin on the Revolver and Term Loan A and a 0.75% margin on Term Loan B; or
    
    LIBOR rate plus a 1.25% margin on the Revolver and Term Loan A and a 1.75% margin on
Term Loan B. We may elect interest periods of 1, 2, 3 or 6 months (or 9 or 12 months if at
the time of the borrowing, all lenders agree to make such term available).
   14




---



##### 



Notes
   Impact of Donnelley Merger
   Credit Facility
    
    $
    9.875% Senior Notes, due 2009
    
    
    34,29012.125% Senior Subordinated Notes, due 2012
    
    
    54,600Total
    
    $
    88,890
    6. Benefit Plans
 Retirement Plans.
 Savings Plan.
 Other Postretirement Benefits.
 Employers Disclosures About Pension and Other Postretirement
Benefits (Revised 2003)
 Successor Company
    
    
    
    Predecessor CompanyTwo Months
    
    
    
    One Month
    
    
    Three MonthsEnded
    
    
    
    Ended
    
    
    EndedMarch 31,
    
    
    
    January 31,
    
    
    March 31,2006
    
    
    
    2006
    
    
    2005Pension
    
    
    Post-Retirement
    
    
    
    Pension
    
    
    Post-Retirement
    
    
    Pension
    
    
    Post-RetirementBenefit
    
    
    Benefits
    
    
    
    Benefit
    
    
    Benefits
    
    
    Benefit
    
    
    BenefitsService cost
    
    $
    597
    
    
    $
    115
    
    
    
    $
    310
    
    
    $
    73
    
    
    $
    1,344
    
    
    $
    279Interest cost
    
    
    809
    
    
    
    296
    
    
    
    
    385
    
    
    
    135
    
    
    
    1,387
    
    
    
    429Expected return on plan assets
    
    
    (1,188
    )
    
    
    
    
    
    
    
    (462
    )
    
    
    
    
    
    
    (1,973
    )
    
    
    Unrecognized prior service costs
    
    
    8
    
    
    
    17
    
    
    
    
    (8
    )
    
    
    (17
    )
    
    
    
    
    
    
    (43
    )Net periodic benefit cost
    
    $
    226
    
    
    $
    428
    
    
    
    $
    225
    
    
    $
    191
    
    
    $
    758
    
    
    $
    665-
  7. Business Segments
  15




---



##### 



8. Commitments and Contingencies
 Litigation.
   Collective Bargaining Agreement
 9. Related Party Transactions
  10. Subsequent Events
  Initial Amount ofEurodollar Loans
    
    
    Base Rate Loans
    
    
    Facility/CommitmentRevolver
    
    
    1.25
    %
    
    
    0.25
    %
    
    $100.0 millionTranche A Term Loans
    
    
    1.25
    %
    
    
    0.25
    %
    
    $690.0 millionTranche B Term Loans
    
    
    1.50
    %
    
    
    0.50
    %
    
    $429.0 million
 16




---



##### 



Item 2.Managements Narrative Analysis of Results of Operations
 Forward-Looking Information
  Significant
Business Developments
  Corporate Overview
    Segment Reporting
  New Accounting Pronouncements
   17




---



##### 



Factors Affecting Comparability
  RESULTS OF OPERATIONS, INCLUDING COMBINED RESULTS
 In addition to the GAAP presentation of results for the two months ended March 31, 2006, the one
month ended January 31, 2006 and the three months ended March 31, 2005, we have provided the
following combined results of Dex Media East for the three months ended March 31, 2006 because we
believe that such financial information is important to gain an understanding of the impact
of the Donnelley Merger on Dex Media Easts underlying historical performance and future financial
results. The financial information for the combined three months ended March 31, 2006 includes
the financial information of the Predecessor Company for the one month ended January 31, 2006 and
of the Successor Company for the two months ended March 31, 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 that
resulted from the Donnelley Merger.
 Combined three months ended March 31, 2006 and the three months ended March 31, 2005
 Net Revenue
  Successor
    
    
    
    Predecessor
    
    
    
    
    
    
    PredecessorCompany
    
    
    
    Company
    
    
    Combined
    
    
    CompanyTwo Months
    
    
    
    One Month
    
    
    Three Months
    
    
    Three MonthsEnded
    
    
    
    Ended
    
    
    Ended
    
    
    EndedMarch 31,
    
    
    
    January 31,
    
    
    March 31,
    
    
    March 31,2006
    
    
    
    2006
    
    
    2006
    
    
    2005
    
    
    $ Change(amounts in thousands)Net directory advertising revenue
    
    $
    36,546
    
    
    
$
    59,430
    
    
    $
    95,976
    
    
    $
    178,190
    
    
    $
    (82,214
    )Other revenue
    
    
    1,438
    
    
    
    
    1,661
    
    
    
    3,099
    
    
    
    3,068
    
    
    
    31Total
    
    $
    37,984
    
    
    
    $
    61,091
    
    
    $
    99,075
    
    
    $
    181,258
    
    
    $
    (82,183
    )
   18




---



##### 



Expenses
  Successor
    
    
    
    Predecessor
    
    
    
    
    
    
    PredecessorCompany
    
    
    
    Company
    
    
    Combined
    
    
    CompanyTwo Months
    
    
    
    One Month
    
    
    Three Months
    
    
    Three MonthsEnded
    
    
    
    Ended
    
    
    Ended
    
    
    EndedMarch 31,
    
    
    
    January 31,
    
    
    March 31,
    
    
    March 31,2006
    
    
    
    2006
    
    
    2006
    
    
    2005
    
    
    $ Change(amounts in thousands)Operating expenses
    
    $
    36,208
    
    
    
    $
    25,331
    
    
    $
    61,539
    
    
    $
    69,110
    
    
    $
    (7,571
    )G&A expenses
    
    
    7,295
    
    
    
    
    4,418
    
    
    
    11,713
    
    
    
    8,565
    
    
    
    3,148D&A expenses
    
    
    17,716
    
    
    
    
    12,148
    
    
    
    29,864
    
    
    
    41,181
    
    
    
    (11,317
    )Total
    
    $
    61,219
    
    
    
    $
    41,897
    
    
    $
    103,116
    
    
    $
    118,856
    
    
    $
    (15,740
    )
  Operating Expenses
 TM
 19




---



##### 



General and Administrative Expenses
  Depreciation and Amortization Expenses
  Operating (Loss) Income
  Successor
    
    
    Predecessor
    
    
    
    
    
    
    PredecessorCompany
    
    
    Company
    
    
    Combined
    
    
    CompanyTwo Months
    
    
    One Month
    
    
    Three Months
    
    
    Three MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedMarch 31,
    
    
    January 31,
    
    
    March 31,
    
    
    March 31,2006
    
    
    2006
    
    
    2006
    
    
    2005
    
    
    $ Change(amounts in thousands)Total
    
    $
    (23,235
    )
    
    $
    19,194
    
    
    $
    (4,041
    )
    
    $
    62,402
    
    
    $
    (66,443
    )
   Interest Expense, Net
  Income Taxes
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  20




---



##### 



Item 4. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures.
 (b) Changes in Internal Control Over Financial Reporting.
 21




---



##### 



PART II.
OTHER INFORMATION
 
 Item 1. Legal Proceedings
    
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 ExhibitNumber
    
    Document2.1+
    
    Agreement of Merger of Dex Media East LLC and SGN LLC, dated November 8, 2002.2.2+
    
    Purchase Agreement, dated as of August 19, 2002, by and between Qwest Dex, Inc., Qwest Services
Corporation, and Qwest Communications International Inc., on the one hand, and Dex Holdings LLC, on the
other hand.2.3+
    
    Amendment No. 1 dated November 8, 2002 to Purchase Agreement, dated as of August 19, 2002, by and between
Qwest Dex, Inc., Qwest Services Corporation, and Qwest Communications International Inc., on the one
hand, and Dex Holdings LLC, on the other hand.2.4
    
    Agreement and Plan of Merger, dated as of October 3, 2005, by and among Dex Media, Inc., and R. H.
Donnelley Corporation and Forward Acquisition Corp. (incorporated by reference to Exhibit 2.1 of R.H. Donnelley Corporations Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2005, Commission File No. 001-07155).3.1++
    
    Certificate of Formation of Dex Media East LLC (f/k/a SGN LLC), filed July 15, 2002.3.2+
    
    Amendment to Certificate of Formation of Dex Media East LLC, filed November 12, 2002.
 22




---



##### 



ExhibitNumber
    
    Document3.3++
    
    Certificate of Merger of SGN LLC and Dex Media East LLC, filed November 8, 2002.3.4++
    
    Amendment to Certificate of Formation of Dex Media East LLC, filed October 8, 2003.3.5+
    
    Certificate of Incorporation of Dex Media East Finance Co., filed October 8, 2002.3.6+
    
    Second Amended and Restated Certificate of Incorporation of LCI International, Inc., filed December 19,
2000 (Dex Media International, Inc.).3.7+
    
    Amendment No. One to the Amended and Restated Certificate of Incorporation of LCI International, Inc.
(Dex Media International, Inc.).3.8+
    
    Amended and Restated Limited Liability Company Agreement of Dex Media East LLC, dated November 8, 2002.3.9+
    
    By-laws of Dex Media East Finance Co.3.10+
    
    Amended and Restated By-laws of LCI International, Inc. (Dex Media International, Inc.).4.1+
    
    Senior Note Indenture with respect to the 9 7/8% Senior Notes due 2009, among Dex Media East LLC, Dex
Media East Finance Co., LCI International, Inc., and U.S. Bank National Association, as trustee, dated
November 8, 2002.4.2+
    
    Form of 9 7/8% Senior Notes due 2002 (included in exhibit 4.1)4.3+
    
    Senior Subordinated Note Indenture with respect to the 12 1/8% Senior Subordinated Notes due 2012, among
Dex Media East LLC, Dex Media East Finance Co., LCI International, Inc., and U.S. Bank National
Association, as trustee, dated November 8, 2002.4.4+
    
    Form of 12 1/8% Senior Subordinated Notes due 2012 (included in exhibit 4.3)10.1++
    
    Second Amendment and Restatement of Credit Agreement, dated as of October 31, 2003, by and among Dex
Media, Inc., Dex Media East, Inc., Dex Media East LLC, JPMorgan Chase Bank, as administrative agent, J.P.
Morgan Europe, Limited, as London Agent, and Bank of America, N.A., Lehman Commercial Paper Inc.,
Wachovia Bank, National Association and Deutsche Bank Trust Company Americas, as co-syndication agents.10.2+
    
    Guarantee and Collateral Agreement, dated November 8, 2002, by and among Dex Media East, Inc., Dex Media
East LLC (f/k/a/SGN LLC), Dex Media East Finance Co., LCI International, Inc. (Dex Media International,
Inc.) and JPMorgan Chase Bank, as administrative agent.10.3++
    
    Reaffirmation Agreement, dated November 10, 2003, by and among Dex Media East Finance Co., Dex Media
International, Inc. and JP Morgan Chase Bank, as administrative agent.10.4++
    
    Amended and Restated Billing and Collection Agreement, dated September 1, 2003, by and between Qwest
Corporation and Dex Media East LLC (f/k/a SGN LLC).10.5+
    
    Non-Competition and Non-Solicitation Agreement, dated November 8, 2002, by and among Dex Media East LLC
(f/k/a SGN LLC), Dex Holdings LLC and Qwest Corporation, Qwest Communications International Inc. and
Qwest Dex, Inc.10.6+
    
    Management Consulting Agreement among Dex Media East and The Carlyle Group dated November 8, 2002.10.7+
    
    Management Consulting Agreement among Dex Media East and Welsh, Carson, Anderson and Stowe dated November
8, 2002.10.8+
    
    Equity holders Agreement of Dex Holdings LLC among Carlyle Partners III, L.P., CP III Coinvestment L.P.,
Carlyle Dex Partners II, L.P., Carlyle High Yield Partners, L.P., Welsh, Carson, Anderson & Stowe IX,
L.P., WD GP Associates LLC, WD Investors LLC and A.S.F. Co-Investment Partners, L.P., dated November 8,
2002.10.9++
    
    Joinder Agreement to the Dex Holdings LLC Equity holders Agreement, effective as of April 30, 2003.10.10+
    
    Agreement Among Members (Dex Holdings LLC) among Carlyle Partners III, L.P., Carlyle-Dex Partners L.P.,
Carlyle-Dex Partners II L.P., Welsh, Carson, Anderson & Stowe IX, L.P., WD Investors LLC, Dex Holdings
LLC, Dex Media, Inc., Dex Media East, Inc. and Dex Media East LLC, dated November 8, 2002.10.11++
    
    First Amendment to the Agreement Among Members (Dex Holdings LLC), effective as of September 8, 2003,
among Carlyle Partners III, L.P., Carlyle-Dex Partners L.P., Carlyle-Dex Partners II L.P., Welsh, Carson,
Anderson & Stowe IX, L.P., WD Investors LLC, Dex Holdings LLC, Dex Media, Inc., Dex Media East, Inc., Dex
Media East LLC, Dex Media West, Inc. and Dex Media West LLC, dated November 8, 2002.10.12+
    
    Publishing Agreement by and among Dex Holdings LLC, SGN LLC (Dex Media East LLC), GPP LLC (Dex Media West
LLC) and Qwest Corporation, dated November 8, 2002.10.13+
    
    Non-Competition and Non-Solicitation Agreement by and between SGN LLC, GPP LLC, Dex Holdings LLC, Qwest
Corporation, Qwest Communications International Inc. and Qwest Dex, Inc., dated November 8, 2002.
 23




---



##### 



ExhibitNumber
    
    Document10.14++
    
    Employee Cost Sharing Agreement, by and among Dex Media Service LLC, Dex Media East LLC and Dex Media
West LLC, effective as of December 31, 2003.10.15++
    
    Shared Services Agreement, by and among Dex Media, Inc., Dex Media East LLC, Dex Media West LLC, and any
direct or indirect subsidiary of Dex Media that becomes a party thereto, effective as of December 31,
2003.10.16++
    
    Intercompany License Agreement, by and among Dex Media, Inc., Dex Media East LLC and Dex Media West LLC,
effective as of September 9, 2003.10.17++
    
    Network Services Agreement between Dex Media, Inc. and SAVVIS Communications Corporation, dated September
30, 2003.10.18++*
    
    Employment Agreement, effective as of November 8, 2002, by and between George Burnett and Dex Media, Inc.10.19++*
    
    Employment Agreement, effective as of January 2, 2003, by and between Robert M. Neumeister, Jr. and Dex
Media, Inc.10.20++*
    
    Employment Agreement, effective as of November 8, 2002, by and between Marilyn B. Neal and Dex Media, Inc.10.21++*
    
    Employment Agreement, effective as of November 8, 2002, by and between Maggie Le Beau and Dex Media, Inc.10.22++*
    
    Employment Agreement, effective as of January 2, 2003, by and between Linda Martin and Dex Media, Inc.10.23++*
    
    Employment Agreement, effective as of November 8, 2002, by and between Kristine Shaw and Dex Media, Inc.10.24++*
    
    Amended and Restated Management Stockholders Agreement of Dex Media, Inc., entered into as of November
11, 2003, by and among Dex Media, Inc., Dex Holdings LLC, and those members of management who become
parties thereto from time to time.10.25++*
    
    Stock Option Plan of Dex Media, Inc., effective as of November 8, 2002.10.26++*
    
    First Amendment to Stock Option Plan of Dex Media, Inc., effective as of September 9, 2003.10.27++*
    
    Second Amendment to Stock Option Plan of Dex Media, Inc., effective as of December 18, 2003.10.28*
    
    Dex Media, Inc. 2004 Incentive Award Plan (incorporated by reference to Dex Media Inc.s Registration
Statement on Form S-8 (File No. 333-120631), filed on November 19, 2004).10.29*
    
    Dex Media, Inc. Senior Executive Incentive Bonus Plan (incorporated by reference to Dex Media Inc.s
Current Report on Form 8-K dated February 17, 2005, File No. 001-32249).10.30*
    
    Form of Restricted Stock Agreement pursuant to the 2004 Incentive Award Plan of Dex Media, Inc.
(incorporated by reference to Dex Media, Inc.s Current Report on Form 8-K dated March 4, 2005, File No.
001-32249).10.31
    
    Master Agreement for Printing Services dated as of March 31, 2005, by and between Dex Media, Inc., on
behalf of itself and it subsidiaries Dex Media East LLC and Dex Media West LLC, and Quebecor World (USA)
Inc. (incorporated by reference to Exhibit 10.3 to Dex Media, Inc.s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005, Commission File No. 1-32249).10.32*
    
    Dex Media, Inc. Deferred Compensation Plan (incorporated by reference to Dex Media Inc.s Current Report
on Form 8-K dated May 17, 2005).10.33*
    
    Dex Media, Inc. Corporate Aircraft Policy (incorporated by reference to Dex Media Inc.s Current Report
on Form 8-K dated May 17, 2005).10.34*
    
    Dex Media, Inc. Financial Planning Benefit (incorporated by reference to Dex Media Inc.s Current Report
on Form 8-K dated May 17, 2005).10.35*
    
    Dex Media, Inc. 2005 Bonus Plan Targets (incorporated by reference to Dex Media Inc.s Current Report on
Form 8-K dated May 17, 2005).10.36
    
    Fifth Amendment, dated as of June 16, 2005, to the Credit Agreement, dated as of November 8, 2002, as
amended and restated as of October 31, 2003, by and among Dex Media, Inc., Dex Media East, Inc., Dex
Media East LLC, JPMorgan Chase Bank, as administrative agent, J.P. Morgan Securities Inc. and Banc of
America Securities LLC, as joint bookrunners and co-lead arrangers, and Bank of America, N.A., Wachovia
Bank, National Association, Lehman Commercial Paper Inc. and Deutsche Bank Trust company Americas, as
co-syndication agents (incorporated by reference to Exhibit 10.6 to Dex Media Inc.s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2005).10.37*
    
    Retirement and General Release Agreement dated October 5, 2005, by and between Dex Media, Inc. and Robert
M. Neumeister, Jr. (incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated
October 2, 2005).
 24




---



##### 



ExhibitNumber
    
    Document10.39*
    
    Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and George Burnett (incorporated
by reference to Dex Media Inc.s Current Report on Form 8-K/A dated October 18, 2005).10.40*
    
    Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and Marilyn Neal (incorporated by
reference to Dex Media Inc.s Current Report on Form 8-K/A dated October 18, 2005).10.41*
    
    Form of Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and each of its Senior
Vice Presidents (incorporated by reference to Dex Media Inc.s Current Report on Form 8-K/A dated October
18, 2005).10.42*
    
    Form of Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and each of its Vice
Presidents (incorporated by reference to Dex Media Inc.s Current Report on Form 8-K/A dated October 18,
2005).10.43*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Linda A. Martin
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K/A dated December 21, 2005).10.44*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and George A. Burnett
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated December 19, 2005).10.45*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Scott A. Pomeroy
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated December 19, 2005).10.46*
    
    Form of Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and each of its Senior
Vice Presidents and Vice Presidents (incorporated by reference to Dex Media Inc.s Current Report on Form
8-K dated December 19, 2005).10.47*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Robert M. Neumeister, Jr.
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated December 19, 2005).10.48*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Marilyn B. Neal
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated December 19, 2005).10.49
    
    Amended and Restated Credit Agreement, dated January 31, 2006, by and among Dex Media, Inc. (f/k/a
Forward Acquisition Corp.), Dex Media East, Inc., Dex Media East LLC, JPMorgan Chase Bank, N.A., as
administrative agent, and the other entities from time to time parties thereto (incorporated by reference
to Exhibit 10.3 to Dex Media, Inc.s Current Report on Form 8-K filed with the Securities and Exchange Commission on
February 6, 2006, Commission File No. 333-131626).10.50
    
    Reaffirmation Agreement, dated January 31, 2006, among Dex Media, Inc., Dex Media East, Inc., Dex Media
East LLC, Dex Media East Finance Co. and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by
reference to Exhibit 10.4 to Dex Media, Inc.s Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 6, 2006, Commission File No. 333-131626).10.51
    
    First Amendment, dated as of April 24, 2006, to the Credit Agreement, dated as of November 8, 2002, as
amended and restated as of January 31, 2006, among Dex Media, Inc., Dex Media East, Inc., Dex Media East
LLC, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and
collateral agent, and the other agents parties thereto (incorporated by reference to Exhibit 10.3 to Dex
Media, Inc.s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 28,
2006).10.52
    
    Reaffirmation Agreement, dated as of April 24, 2006, among Dex Media, Inc., Dex Media East, Inc., Dex
Media East LLC, Dex Media East Finance Co., Dex Media International, Inc. and JPMorgan Chase Bank, N.A.,
as collateral agent (incorporated by reference to Exhibit 10.4 to Dex Media, Inc.s Current Report on
Form 8-K, filed with the Securities and Exchange Commission on April 28, 2006).31.1+++
    
    Certification of Quarterly Report on Form 10-Q for the period ended March 31, 2006 by Peter J. McDonald, President and Chief
Operating Officer of Dex Media East LLC under Section 302 of the Sarbanes Oxley Act.31.2+++
    
    Certification of Quarterly Report on Form 10-Q for the period ended March 31, 2006 by Steven M. Blondy, Executive Vice President and Chief Financial Officer of Dex Media East LLC under Section 302 of the Sarbanes Oxley Act.32.1+++
    
    Certification of Quarterly Report on Form 10-Q for the period ended March 31, 2006
under Section 906 of the Sarbanes Oxley Act by Peter J. McDonald, President and Chief Operating Officer, and Steven M. Blondy, Executive Vice President and Chief Financial Officer of Dex Media East LLC
 +
    
    Incorporated by reference to our Registration Statement on Form S-4 (Commission File No. 333-102395) and
amendments thereto, declared effective on April 4, 2003.++
    
    Incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2003. (Commission File No. 333-102395)+++
    
    Filed herewith.*
    
    Identifies each management contract or compensatory plan or arrangement.
 25




---



##### 



SIGNATURE
  DEX MEDIA EAST LLCBy:

/s/ Steven M. BlondySteven M. BlondyExecutive Vice President and
Chief Financial Officer
(Principal Financial Officer andDuly Authorized Officer)  26




---



##### 



Exhibit Index
 Exhibit 31.1*
    
    Certification of Quarterly Report on Form 10-Q for the
period ended March 31, 2006 by Peter J. McDonald,
President and Chief Operating Officer of Dex Media East LLC
under Section 302 of the Sarbanes Oxley Act.Exhibit 31.2*
    
    Certification of Quarterly Report on Form 10-Q for the
period ended March 31, 2006 by Steven M. Blondy, Executive Vice
President and Chief
Financial Officer of Dex Media East LLC under Section 302 of
the Sarbanes Oxley Act.Exhibit 32.1*
    
    Certification of Quarterly Report on Form 10-Q for the
period ended March 31, 2006 under Section 906 of the
Sarbanes Oxley Act by Peter J. McDonald, President and
Chief Operating Officer, and Steven M. Blondy, Executive Vice
President and Chief
Financial Officer, of Dex Media East LLC
 *
    
    Filed herewith.