##### 



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 September 30, 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 incorporation or organization)
    
    (IRS Employer Identification No.)1001 Winstead Drive, Cary, N.C.
    
    27513(Address of principal executive offices)
    
    (Zip Code)
 (919) 297-1600  (Registrants telephone number, including area code)
 (Former Name, Former Address and Former
  þ o
  o o þ
 o þ
  THE REGISTRANT IS AN INDIRECT SUBSIDIARY OF R.H. DONNELLEY CORPORATION. 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 September 30, 2006 and December 31, 2005
    
    
    3Consolidated Statements of Operations and Comprehensive (Loss) Income
for the Three Months Ended September 30, 2006 and 2005
    
    
    4Consolidated Statements of Operations and Comprehensive (Loss) Income
for the Eight Months Ended September 30, 2006, the One Month Ended
January 31, 2006 and the Nine Months Ended September 30, 2005
    
    
    5Consolidated Statements of Cash Flows for the Eight Months Ended
September 30, 2006, the One Month Ended January 31, 2006 and the Nine
Months Ended September 30, 2005
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Narrative Analysis of Results of Operations*
    
    
    21Item 3. Quantitative and Qualitative Disclosures About Market Risk**
    
    
    27Item 4. Controls and Procedures
    
    
    27PART II: OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    27Item 2. Unregistered Sales of Equity Securities and Use of Proceeds***
    
    
    27Item 3. Defaults Upon Senior Securities***
    
    
    27Item 4. Submission of Matters to a Vote of Security Holders***
    
    
    27Item 5. Other Information
    
    
    27Item 6. Exhibits
    
    
    28SIGNATURES
    
    
    32
 
 *
    
    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. 2




---



##### 



PART I. FINANCIAL INFORMATION
 Dex Media East LLC
Consolidated Balance Sheets (Unaudited)
 Successor Company
    
    
    
    Predecessor Company(in thousands)
    
    September 30, 2006
    
    
    
    December 31, 2005AssetsCurrent AssetsCash and cash equivalents
    
    $
    944
    
    
    
    $
    Accounts receivableBilled
    
    
    42,505
    
    
    
    
    74,925Unbilled
    
    
    217,349
    
    
    
    
    7,478Allowance for doubtful accounts and sales claims
    
    
    (11,964
    )
    
    
    
    (11,966
    )Net accounts receivable
    
    
    247,890
    
    
    
    
    70,437Deferred directory costs
    
    
    84,214
    
    
    
    
    139,389Current deferred income taxes, net
    
    
    4,043
    
    
    
    
    7,629Other current assets
    
    
    14,879
    
    
    
    
    4,921Total current assets
    
    
    351,970
    
    
    
    
    222,376Fixed assets and computer software, net
    
    
    46,045
    
    
    
    
    53,909Deferred income taxes, net
    
    
    
    
    
    
    
    15,395Other non-current assets
    
    
    1,435
    
    
    
    
    38,600Intangible assets, net
    
    
    3,709,333
    
    
    
    
    1,209,992Goodwill
    
    
    1,155,334
    
    
    
    
    890,731Total Assets
    
    $
    5,264,117
    
    
    
    $
    2,431,003Liabilities and Owners EquityCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    29,021
    
    
    
    $
    54,042Affiliate payable, net
    
    
    81
    
    
    
    
    4,665Accrued interest
    
    
    37,439
    
    
    
    
    18,324Deferred directory revenue
    
    
    311,196
    
    
    
    
    107,790Current portion of long-term debt
    
    
    114,971
    
    
    
    
    129,290Total current liabilities
    
    
    492,708
    
    
    
    
    314,111Long-term debt
    
    
    1,433,068
    
    
    
    
    1,434,458Amounts due to affiliate related to post-retirement and other
post-employment obligations
    
    
    56,911
    
    
    
    
    44,173Deferred income taxes, net
    
    
    875,139
    
    
    
    
    Other non-current liabilities
    
    
    1,995
    
    
    
    
    1,292Total liabilities
    
    
    2,859,821
    
    
    
    
    1,794,034Commitments and contingenciesOwners EquityOwners interest
    
    
    2,463,778
    
    
    
    
    665,037Accumulated deficit
    
    
    (58,310
    )
    
    
    
    (29,381
    )Accumulated other comprehensive (loss) income
    
    
    (1,172
    )
    
    
    
    1,313Total owners equity
    
    
    2,404,296
    
    
    
    
    636,969Total Liabilities and Owners Equity
    
    $
    5,264,117
    
    
    
    $
    2,431,003
  3




---



##### 



Dex Media East LLC
Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited)
 Successor
    
    
    
    PredecessorCompany
    
    
    
    CompanyThree Months
    
    
    
    Three MonthsEnded
    
    
    
    EndedSeptember 30,
    
    
    
    September 30,(in thousands)
    
    2006
    
    
    
    2005Net revenue
    
    $
    134,047
    
    
    
    $
    180,075ExpensesOperating expenses
    
    
    76,429
    
    
    
    
    71,260General and administrative expenses
    
    
    8,933
    
    
    
    
    12,281Depreciation and amortization
    
    
    27,063
    
    
    
    
    42,246Total expenses
    
    
    112,425
    
    
    
    
    125,787Operating income
    
    
    21,622
    
    
    
    
    54,288Interest expense, net
    
    
    29,706
    
    
    
    
    35,776(Loss) income before income taxes
    
    
    (8,084
    )
    
    
    
    18,512(Benefit) provision for income taxes
    
    
    (3,144
    )
    
    
    
    7,241Net (loss) income
    
    $
    (4,940
    )
    
    
    $
    11,271Comprehensive (Loss) IncomeNet (loss) income
    
    $
    (4,940
    )
    
    
    $
    11,271Unrealized
(loss) gain on interest rate swaps, net of tax
    
    
    (1,732
    )
    
    
    
    1,087Comprehensive (loss) income
    
    $
    (6,672
    )
    
    
    $
    12,358
  4




---



##### 



Dex Media East LLC
Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited)
 SuccessorCompany
    
    
    
    Predecessor CompanyEight Months
    
    
    
    One Month
    
    
    Nine MonthsEnded
    
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    
    January 31,
    
    
    September 30,(in thousands)
    
    2006
    
    
    
    2006
    
    
    2005Net revenue
    
    $
    262,752
    
    
    
    $
    61,091
    
    
    $
    539,770ExpensesOperating expenses
    
    
    180,613
    
    
    
    
    24,869
    
    
    
    210,338General and administrative expenses
    
    
    26,607
    
    
    
    
    4,880
    
    
    
    31,572Depreciation and amortization
    
    
    73,199
    
    
    
    
    12,148
    
    
    
    124,764Total expenses
    
    
    280,419
    
    
    
    
    41,897
    
    
    
    366,674Operating (loss) income
    
    
    (17,667
    )
    
    
    
    19,194
    
    
    
    173,096Interest expense, net
    
    
    77,768
    
    
    
    
    12,105
    
    
    
    109,996(Loss) income before income taxes
    
    
    (95,435
    )
    
    
    
    7,089
    
    
    
    63,100(Benefit) provision for income taxes
    
    
    (37,125
    )
    
    
    
    2,805
    
    
    
    24,663Net (loss) income
    
    $
    (58,310
    )
    
    
    $
    4,284
    
    
    $
    38,437Comprehensive (Loss) IncomeNet (loss) income
    
    $
    (58,310
    )
    
    
    $
    4,284
    
    
    $
    38,437Unrealized
(loss) gain on interest rate swaps, net of tax
    
    
    (1,172
    )
    
    
    
    90
    
    
    
    1,822Comprehensive (loss) income
    
    $
    (59,482
    )
    
    
    $
    4,374
    
    
    $
    40,259
  5




---



##### 



Dex Media East LLC
Consolidated Statements of Cash Flows (Unaudited)
 SuccessorCompany
    
    
    
    Predecessor CompanyEight Months
    
    
    
    One Month
    
    
    Nine MonthsEnded
    
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    
    January 31,
    
    
    September 30,(in thousands)
    
    2006
    
    
    
    2006
    
    
    2005Cash Flows from Operating ActivitiesNet (loss) income
    
    $
    (58,310
    )
    
    
    $
    4,284
    
    
    $
    38,437Reconciliation of net (loss) income to net cash provided by operating activities:Depreciation and amortization
    
    
    73,199
    
    
    
    
    12,148
    
    
    
    124,764Deferred income taxes
    
    
    (37,125
    )
    
    
    
    1,693
    
    
    
    24,663Provision for bad debts
    
    
    11,705
    
    
    
    
    2,688
    
    
    
    22,747Stock-based compensation expense
    
    
    5,656
    
    
    
    
    1,238
    
    
    
    600Interest rate swap ineffectiveness
    
    
    (671
    )
    
    
    
    
    
    
    
    Amortization of debt fair value adjustment
    
    
    (11,290
    )
    
    
    
    
    
    
    
    Amortization of deferred financing costs
    
    
    203
    
    
    
    
    983
    
    
    
    12,541Loss on disposition of assets
    
    
    
    
    
    
    
    
    
    
    
    85Changes in assets and liabilities:(Increase) decrease in accounts receivable
    
    
    (42,467
    )
    
    
    
    1,764
    
    
    
    (7,522
    )Decrease in other assets
    
    
    1,259
    
    
    
    
    2,101
    
    
    
    8,679(Decrease)
increase in accounts payable and accrued liabilities
    
    
    (1,116
    )
    
    
    
    (10,500
    )
    
    
    4,878Increase (decrease) in deferred directory revenue
    
    
    240,979
    
    
    
    
    (3,270
    )
    
    
    (10,432
    )(Decrease) increase in amounts due to affiliates
    
    
    (6,898
    )
    
    
    
    806
    
    
    
    (6,892
    )Increase in other non-current liabilities
    
    
    252
    
    
    
    
    36
    
    
    
    858Increase in amounts due to affiliates related to post-retirement and
other post-employment benefits
    
    
    1,969
    
    
    
    
    350
    
    
    
    4,208Net cash provided by operating activities
    
    
    177,345
    
    
    
    
    14,321
    
    
    
    217,614Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (5,300
    )
    
    
    
    (605
    )
    
    
    (11,152
    )Net cash used in investing activities
    
    
    (5,300
    )
    
    
    
    (605
    )
    
    
    (11,152
    )Cash Flows from Financing ActivitiesRevolver borrowings
    
    
    202,400
    
    
    
    
    
    
    
    
    118,500Revolver repayments
    
    
    (210,000
    )
    
    
    
    (5,000
    )
    
    
    (104,500
    )Debt repayments
    
    
    (80,709
    )
    
    
    
    
    
    
    
    (191,601
    )Payment of
debt refinance costs
    
    
    (341
    )
    
    
    
    
    
    
    
    (1,655
    )Increase (decrease) in checks not yet presented for payment
    
    
    132
    
    
    
    
    (827
    )
    
    
    (1,079
    )Excess tax benefits from exercise of stock options
    
    
    
    
    
    
    
    1,112
    
    
    
    Distributions to Owner
    
    
    (84,208
    )
    
    
    
    (7,376
    )
    
    
    (26,127
    )Net cash used in financing activities
    
    
    (172,726
    )
    
    
    
    (12,091
    )
    
    
    (206,462
    )(Decrease) increase in cash and cash equivalents
    
    
    (681
    )
    
    
    
    1,625
    
    
    
    Cash and cash equivalents, beginning of period
    
    
    1,625
    
    
    
    
    
    
    
    
    Cash and cash equivalents, end of period
    
    $
    944
    
    
    
    $
    1,625
    
    
    $
    Supplemental Information:Cash paid:Interest
    
    $
    76,927
    
    
    
    $
    6,380
    
    
    $
    76,549
  6




---



##### 



Dex Media East LLC
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
  7




---



##### 



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.
   8




---



##### 



Fixed Assets and Computer Software
 Interest Expense and Deferred Financing Costs.
 Advertising Expense.
 Concentration of Credit Risk.
   Derivative Financial Instruments.
 9




---



##### 



Income Taxes. Accounting for Income Taxes
 Stock-Based Awards
 Successor Company
  Share-Based Payment
 Accounting for Stock Issued to Employees
 10




---



##### 



Three Months Ended
    
    Eight Months EndedSeptember 30, 2006
    

September 30, 2006As Reported
    
    Per APB No. 25
    
    As Reported
    
    Per APB No. 25Total stock-based compensation expense (benefit)
    
    $
    2,523
    
    
    $
    (164
    )
    
    $
    5,656
    
    
    $
    (790
    )Net loss
    
    
    (4,940
    )
    
    
    (3,298
    )
    
    
    (58,310
    )
    
    
    (54,372
    )
   September 30, 2006Dividend yield
    
    
    0
    %Expected volatility
    
    
    24.85
    %Risk-free interest rate
    
    
    4.62
    %Expected life
    
    5 years
    11




---



##### 



WeightedAverage
    
    AggregateExercise/Grant
    
    IntrinsicShares
    
    Price Per Share
    
    ValueAwards outstanding, January 1, 2006
    
    
    5,798,045
    
    
    $
    40.67
    
    
    $
    88,149Granted
    
    
    730,240
    
    
    
    63.29
    
    
    
    3Dex stock-based awards converted
    
    
    1,725,361
    
    
    
    12.73
    
    
    
    69,537Exercised
    
    
    (1,633,714
    )
    
    
    15.37
    
    
    
    (61,386
    )Forfeitures
    
    
    (210,983
    )
    
    
    54.58
    
    
    
    (1,046
    )Awards outstanding, September 30, 2006
    
    
    6,408,949
    
    
    $
    41.69
    
    
    $
    95,257Available for future grants at September 30, 2006
    
    
    3,996,473
   Stock Awards Outstanding
    
    
    Stock Awards ExercisableWeighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    Weighted
    
    
    
    
    
    
    Average
    
    WeightedRemaining
    
    Average
    
    
    
    
    
    
    Remaining
    
    AverageRange of
    
    
    
    
    
    Contractual
    
    Exercise/Grant
    
    
    
    
    
    
    Contractual
    
    Exercise/GrantExercise/Grant
    
    
    
    
    
    Life
    
    Price Per
    
    
    
    
    
    
    Life
    
    Price PerPrices
    
    Shares
    
    (In Years)
    
    Share
    
    
    Shares
    
    (In Years)
    
    Share$10.78  $14.75
    
    
    414,174
    
    
    
    5.97
    
    
    $
    11.04
    
    
    
    
    288,483
    
    
    
    5.40
    
    
    $
    11.15$15.22  $19.41
    
    
    316,723
    
    
    
    2.37
    
    
    
    15.77
    
    
    
    
    316,723
    
    
    
    2.37
    
    
    
    15.77$24.75  $29.59
    
    
    1,723,629
    
    
    
    3.72
    
    
    
    25.96
    
    
    
    
    1,394,504
    
    
    
    3.83
    
    
    
    26.06$30.11  $39.21
    
    
    160,889
    
    
    
    3.40
    
    
    
    30.92
    
    
    
    
    125,872
    
    
    
    3.39
    
    
    
    30.86$41.10  $43.85
    
    
    1,403,323
    
    
    
    4.66
    
    
    
    41.40
    
    
    
    
    956,349
    
    
    
    4.65
    
    
    
    41.40$46.06  $55.25
    
    
    100,640
    
    
    
    6.34
    
    
    
    51.88
    
    
    
    
    27,352
    
    
    
    5.19
    
    
    
    48.35$56.55  $65.00
    
    
    2,289,571
    
    
    
    5.98
    
    
    
    63.16
    
    
    
    
    456,554
    
    
    
    5.48
    
    
    
    59.246,408,949
    
    
    
    4.84
    
    
    $
    41.69
    
    
    
    
    3,565,837
    
    
    
    4.25
    
    
    $
    32.64
   WeightedAverage GrantNon-vested
    
    Date Exercise
    
    
    
    
    
    Weighted AverageStock Options
    
    Price Per
    
    Non-vested
    
    Grant Date Exerciseand SARs
    
    Award
    
    Restricted Stock
    
    Price Per AwardNon-vested at January 1, 2006
    
    
    3,669,229
    
    
    $
    49.39
    
    
    
    
    
    
    $
    Granted
    
    
    730,240
    
    
    
    63.29
    
    
    
    148,628
    
    
    
    62.00Non-vested Dex options converted
    
    
    224,597
    
    
    
    12.73
    
    
    
    
    
    
    
    Vested
    
    
    (1,569,971
    )
    
    
    44.71
    
    
    
    
    
    
    
    Forfeitures
    
    
    (210,983
    )
    
    
    54.58
    
    
    
    (9,650
    )
    
    
    61.88Non-vested at September 30, 2006
    
    
    2,843,112
    
    
    $
    53.04
    
    
    
    138,978
    
    
    $
    62.01
   12




---



##### 



Accounting for
Stock Based Compensation
 Predecessor Company
   13




---



##### 



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
  Three Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30,
    
    
    September 30,2005
    
    
    2005Net IncomeAs reported
    
    $
    11,271
    
    
    $
    38,437Add: Stock-based employee
compensation expense included in
reported net income, net of related
tax effects
    
    
    121
    
    
    
    365Deduct: Stock-based employee
compensation expense determined
under minimum value or fair value
based method, as applicable, for all
awards, net of related tax effects
    
    
    (189
    )
    
    
    (574
    )Pro forma
    
    $
    11,203
    
    
    $
    38,228
  Estimates.
 New
Accounting Pronouncements. Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 88, 106, and 132(R)
 14




---



##### 



Fair Value
Measurements
 Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in
Current Year Financial Statements
 Accounting for Uncertainty in Income Taxes: An
Interpretation of FASB Statement No. 109
  3. RHD Merger
 Determination of the Measurement Date for the Market Price of Securities Issued in a
Purchase Business Combination.
  Business Combinations
 15




---



##### 



Goodwill and Other Intangible Assets (SFAS No. 142)
   Three months ended September 30, 2006Balance at June 30, 2006
    
    $
    4,390Additions to reserve charged to goodwill
    
    
    340Payments
    
    
    (1,391
    )Balance at September 30, 2006
    
    $
    3,339Eight months ended September 30, 2006Balance at January 31, 2006
    
    $
    Additions to reserve charged to goodwill
    
    
    4,973Payments
    
    
    (1,634
    )Balance at September 30, 2006
    
    $
    3,339
   4. Intangible Assets and Goodwill
 Successor Company
  16




---



##### 



Successor CompanySeptember 30, 2006Local
    
    
    National
    
    
    DirectoryCustomer
    
    
    CMR
    
    
    Services
    
    
    Trade
    
    
    AdvertisingRelationships
    
    
    Relationships
    
    
    Agreements
    
    
    Names
    
    
    Commitment
    
    
    TotalFair value
    
    $
    385,000
    
    
    $
    85,000
    
    
    $
    3,080,000
    
    
    $
    210,000
    
    
    $
    10,000
    
    
    $
    3,770,000Accumulated amortization
    
    
    
    
    
    
    (1,889
    )
    
    
    (48,889
    )
    
    
    (9,333
    )
    
    
    (556
    )
    
    
    (60,667
    )Net intangible assets
    
    $
    385,000
    
    
    $
    83,111
    
    
    $
    3,031,111
    
    
    $
    200,667
    
    
    $
    9,444
    
    
    $
    3,709,333
      Predecessor Company
  17




---



##### 



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
   5. Long-Term Debt
  Successor
    
    
    
    PredecessorCompany
    
    
    
    CompanySeptember 30,
    
    
    
    December 31,2006
    
    
    
    2005Dex Media EastCredit Facility
    
    $
    679,482
    
    
    
    $
    772,4989.875% Senior Notes, due 2009
    
    
    478,034
    
    
    
    
    450,00012.125% Senior Subordinated Notes, due 2012
    
    
    390,523
    
    
    
    
    341,250Total
    
    
    1,548,039
    
    
    
    
    1,563,748Less: current portion
    
    
    114,971
    
    
    
    
    129,290Long-term debt
    
    $
    1,433,068
    
    
    
    $
    1,434,458
 Credit Facilities
   18




---



##### 




    
    The higher of (i) the base rate determined by the Administrative Agent, JP Morgan Chase
Bank, N.A. and (ii) the Federal Funds Effective Rate (as defined) plus 0.50%, in each case,
plus a 0.25% margin on the Dex Media East Revolver and Term Loan A and a 0.50% margin on
Term Loan B; or
    
    The LIBOR rate plus a 1.25% margin on the Dex Media East Revolver and Term Loan A and a
1.50% 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 borrowing, all lenders agree to make such term available) for
LIBOR borrowings.
  Notes
   Impact of RHD 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.
 19




---



##### 



Savings Plan.
 Other Postretirement Benefits.
 Employers Disclosures About Pension and Other Postretirement
Benefits (Revised 2003)
 Successor Company
    
    
    
    Predecessor CompanyThree Months
    
    
    
    Three MonthsEnded
    
    
    
    EndedSeptember 30,
    
    
    
    September 30,2006
    
    
    
    2005Pension
    
    
    Post-Retirement
    
    
    
    Pension
    
    
    Post-RetirementBenefit
    
    
    Benefits
    
    
    
    Benefit
    
    
    BenefitsService cost
    
    $
    811
    
    
    $
    214
    
    
    
    $
    1,056
    
    
    $
    256Interest cost
    
    
    1,105
    
    
    
    386
    
    
    
    
    1,293
    
    
    
    419Expected return on plan assets
    
    
    (1,165
    )
    
    
    
    
    
    
    
    (1,800
    )
    
    
    Unrecognized prior service costs
    
    
    
    
    
    
    
    
    
    
    
    (25
    )
    
    
    (64
    )Amortization of net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2Net periodic benefit cost
    
    $
    751
    
    
    $
    600
    
    
    
    $
    524
    
    
    $
    613
 Successor Company
    
    
    
    Predecessor CompanyEight Months
    
    
    
    One Month
    
    
    Nine MonthsEnded
    
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    
    January 31,
    
    
    September 30,2006
    
    
    
    2006
    
    
    2005Pension
    
    
    Post-Retirement
    
    
    
    Pension
    
    
    Post-Retirement
    
    
    Pension
    
    
    Post-RetirementBenefit
    
    
    Benefits
    
    
    
    Benefit
    
    
    Benefits
    
    
    Benefit
    
    
    BenefitsService cost
    
    $
    2,292
    
    
    $
    574
    
    
    
    $
    310
    
    
    $
    73
    
    
    $
    3,265
    
    
    $
    767Interest cost
    
    
    2,940
    
    
    
    1,027
    
    
    
    
    385
    
    
    
    135
    
    
    
    4,085
    
    
    
    1,257Expected return on plan assets
    
    
    (3,947
    )
    
    
    
    
    
    
    
    (462
    )
    
    
    
    
    
    
    (5,703
    )
    
    
    Unrecognized prior service costs
    
    
    
    
    
    
    (4
    )
    
    
    
    (8
    )
    
    
    (17
    )
    
    
    (74
    )
    
    
    (191
    )Amortization of net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5Net periodic benefit cost
    
    $
    1,285
    
    
    $
    1,597
    
    
    
    $
    225
    
    
    $
    191
    
    
    $
    1,573
    
    
    $
    1,838
  Employers Accounting for Settlements and Curtailments of Defined Benefit Plans and for
Termination Benefits
 20




---



##### 



7. Business Segments
  8. Commitments and Contingencies
 Litigation.
   Collective Bargaining Agreements
 9. Related Party Transactions
  Item 2. Managements Narrative Analysis of Results of Operations
 Forward-Looking Information
  21




---



##### 



Significant Business Developments
  Corporate Overview
    Segment Reporting
  22




---



##### 



New Accounting Pronouncements
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 88, 106, and 132(R)
 Fair Value
Measurements
 Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in
Current Year Financial Statements
 Accounting for Uncertainty in Income Taxes: An
Interpretation of FASB Statement No. 109
  Factors Affecting Comparability
  23




---



##### 



RESULTS OF OPERATIONS, INCLUDING COMBINED RESULTS
 In addition to the GAAP presentation of results for the eight months ended September 30, 2006, the
one month ended January 31, 2006 and the nine months ended September 30, 2005, we have provided the
following combined results of Dex Media East for the nine months ended September 30, 2006 because
we believe that such financial information is important to gain an understanding of the impact of
the RHD Merger on Dex Media Easts underlying historical performance and future financial results.
The financial information for the combined nine months ended September 30, 2006 includes the
financial information of the Predecessor Company for the one month ended January 31, 2006 and of
the Successor Company for the eight months ended September 30, 2006. Although we have provided
these combined results in order to provide a more meaningful discussion of the periods presented,
the results of periods presented are not strictly comparable due to the change in basis of assets
and accounting policies that resulted from the RHD Merger.
 Combined nine months ended September 30, 2006 and the nine months ended September 30, 2005
 Net Revenue
  Successor
    
    
    
    Predecessor
    
    
    
    
    
    
    PredecessorCompany
    
    
    
    Company
    
    
    Combined
    
    
    CompanyEight Months
    
    
    
    One Month
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    
    January 31,
    
    
    September 30,
    
    
    September 30,(amounts in thousands)
    
    2006
    
    
    
    2006
    
    
    2006
    
    
    2005
    
    
    $ ChangeNet directory advertising revenue
    
    $
    255,457
    
    
    
    $
    59,430
    
    
    $
    314,887
    
    
    $
    529,060
    
    
    $
    (214,173
    )Other revenue
    
    
    7,295
    
    
    
    
    1,661
    
    
    
    8,956
    
    
    
    10,710
    
    
    
    (1,754
    )Total
    
    $
    262,752
    
    
    
    $
    61,091
    
    
    $
    323,843
    
    
    $
    539,770
    
    
    $
    (215,927
    )
     24




---



##### 



Expenses
  Successor
    
    
    
    Predecessor
    
    
    
    
    
    
    PredecessorCompany
    
    
    
    Company
    
    
    Combined
    
    
    CompanyEight Months
    
    
    
    One Month
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    
    January 31,
    
    
    September 30,
    
    
    September 30,(amounts in thousands)
    
    2006
    
    
    
    2006
    
    
    2006
    
    
    2005
    
    
    $ ChangeOperating expenses
    
    $
    180,613
    
    
    
    $
    24,869
    
    
    $
    205,482
    
    
    $
    210,338
    
    
    $
    (4,856
    )G&A expenses
    
    
    26,607
    
    
    
    
    4,880
    
    
    
    31,487
    
    
    
    31,572
    
    
    
    (85
    )D&A expenses
    
    
    73,199
    
    
    
    
    12,148
    
    
    
    85,347
    
    
    
    124,764
    
    
    
    (39,417
    )Total
    
    $
    280,419
    
    
    
    $
    41,897
    
    
    $
    322,316
    
    
    $
    366,674
    
    
    $
    (44,358
    )
  Operating Expenses
  General and Administrative Expenses
  25




---



##### 



Share-Based Payment
 Depreciation and Amortization Expenses
  Operating (Loss) Income
  Successor
    
    
    
    Predecessor
    
    
    
    
    
    
    PredecessorCompany
    
    
    
    Company
    
    
    Combined
    
    
    CompanyEight Months
    
    
    
    One Month
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    
    January 31,
    
    
    September 30,
    
    
    September 30,(amounts in thousands)
    
    2006
    
    
    
    2006
    
    
    2006
    
    
    2005
    
    
    $ ChangeTotal
    
    $
    (17,667
    )
    
    
    $
    19,194
    
    
    $
    1,527
    
    
    $
    173,096
    
    
    $
    (171,569
    )
   Interest Expense, Net
  Income Taxes
  26




---



##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Item 4. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures.
 (b) Changes in Internal Control Over Financial Reporting.
 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
  27




---



##### 



Item 6.
 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, 2002.3.3++
    
    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.
 28




---



##### 



ExhibitNumber
    
    Document10.3++
    
    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, 2002.10.14++
    
    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
    
    Separation Agreement and Release, dated as of May 5, 2006, by and between R.H. Donnelley Corporation and
George A. Burnett (incorporated by reference to Exhibit 10.32 to R.H. Donnelley Corporations Quarterly
Report on Form 10Q, filed with the Securities and Exchange Commission on November 8, 2006, Commission
File No. 001-07155).10.20++*
    
    Employment Agreement, effective as of January 2, 2003, by and between Robert M. Neumeister, Jr. and Dex
Media, Inc.10.21++*
    
    Employment Agreement, effective as of November 8, 2002, by and between Marilyn B. Neal and Dex Media, Inc.10.22++*
    
    Employment Agreement, effective as of November 8, 2002, by and between Maggie Le Beau and Dex Media, Inc.
 29




---



##### 



ExhibitNumber
    
    Document10.23++*
    
    Employment Agreement, effective as of January 2, 2003, by and between Linda Martin and Dex Media, Inc.10.24++*
    
    Employment Agreement, effective as of November 8, 2002, by and between Kristine Shaw and Dex Media, Inc.10.25++*
    
    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.10.26++*
    
    Stock Option Plan of Dex Media, Inc., effective as of November 8, 2002.10.27++*
    
    First Amendment to Stock Option Plan of Dex Media, Inc., effective as of September 9, 2003.10.28++*
    
    Second Amendment to Stock Option Plan of Dex Media, Inc., effective as of December 18, 2003.10.29*
    
    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).10.30*
    
    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).10.31*
    
    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).10.32
    
    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).10.33*
    
    Dex Media, Inc. Deferred Compensation Plan (incorporated by reference to Dex Media Inc.s Current Report
on Form 8-K dated May 17, 2005).10.34*
    
    Dex Media, Inc. Corporate Aircraft Policy (incorporated by reference to Dex Media Inc.s Current Report
on Form 8-K dated May 17, 2005).10.35*
    
    Dex Media, Inc. Financial Planning Benefit (incorporated by reference to Dex Media Inc.s Current Report
on Form 8-K dated May 17, 2005).10.36*
    
    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).10.37
    
    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).10.38*
    
    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).10.39*
    
    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).
 30




---



##### 



ExhibitNumber
    
    Document10.44*
    
    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 September 30, 2006 by David C.
Swanson, Chairman and Chief Executive 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 September 30, 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 September 30, 2006 under Section 906
of the Sarbanes Oxley Act by David C. Swanson, Chairman and Chief Executive Officer, and Steven M.
Blondy, Executive Vice President and Chief Financial Officer of Dex Media East LLC
 
 +
    
    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. 31




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##### 



SIGNATURE
  DEX MEDIA EAST LLCBy:
    /s/ Steven M. BlondySteven M. BlondyExecutive Vice President and Chief Financial
Officer (Principal Financial Officer)  By:

/s/
Jeffrey A. SmithJeffrey A. SmithVice President and
Controller
(Principal Accounting Officer)  32




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##### 



Exhibit Index
 Exhibit 31.1+++
    
    Certification of Quarterly Report on Form 10-Q for the
period ended September 30, 2006 by David C. Swanson,
Chairman and Chief Executive 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 September 30, 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 September 30, 2006 under Section 906 of the
Sarbanes Oxley Act by David C. Swanson, Chairman and Chief
Executive Officer, and Steven M. Blondy, Executive Vice
President and Chief Financial Officer, of Dex Media East
LLC
 
 +++
    
    Filed herewith. 33