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  **UNITED STATES SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549** **Form 10-Q**    þ     **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE    SECURITIES EXCHANGE ACT OF 1934**   **For the quarterly period ended September 30, 2005** **OR** **o** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE    SECURITIES EXCHANGE ACT OF 1934**   **For the transition period    from           to****Commission File Number: 333-112694****Dex Media West LLC***(Exact name of registrant as specified in its charter)*   **Delaware** **25-1903487***(State or other jurisdiction of* *(IRS Employer**incorporation or organization)* *Identification No.)***198 Inverness Drive West****Englewood, Colorado****80112***(Address of principal executive offices)***(303) 784-2900***(Registrant’s telephone number, including area code)*    Indicate by check mark whether the registrant: (1) hasfiled all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past90 days.     Yes þ          No o     Indicate by check mark whether the registrant is an acceleratedfiler (as defined in Rule 12b-2 of the ExchangeAct).     Yes o          No þ     Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the ExchangeAct).     Yes o          No þ     **THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERALINSTRUCTIONS H(1)(a) AND (b) OF FORM 10-Q AND ISTHEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSUREFORMAT.**  

**TABLE OF CONTENTS**           **Page**    **No.**          PART I: FINANCIAL INFORMATION  2      Item 1.      Financial Statements  2        Condensed Consolidated Balance Sheets    (unaudited) — September 30, 2005 and    December 31, 2004  2        Condensed Consolidated Statements of    Operations (unaudited) — Three months and nine months    ended September 30, 2005 and 2004  3        Condensed Consolidated Statements of Cash    Flows (unaudited) — Nine months ended    September 30, 2005 and 2004  4        Notes to Condensed Consolidated Financial    Statements (unaudited)  5      Item 2.      Management’s Narrative Analysis of    Results of Operations*  16      Item 3.      Quantitative and Qualitative Disclosures    About Market Risk  25      Item 4.      Controls and Procedures  25       PART II: OTHER INFORMATION  26      Item 1.      Legal Proceedings  26      Item 2.      Unregistered Sales of Equity Securities and    Use of Proceeds  26      Item 3.      Defaults Upon Senior Securities  26      Item 4.      Submission of Matters to a Vote of Security    Holders  26      Item 5.      Other Information  26      Item 6.      Exhibits  26      Signature  27  Certification of CEO Pursuant to Section 302 Certification of CFO Pursuant to Section 302 *     Pursuant to General Instructions 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.
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**PART I.****FINANCIAL INFORMATION****Item 1.*****Financial Statements*****DEX MEDIA WEST LLC****AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.****CONDENSED CONSOLIDATED BALANCE SHEETS****(Dollars in thousands)****(Unaudited)**              **As of** **As of**  **September 30,** **December 31,**  **2005** **2004**     **ASSETS**    Current assets             Cash and cash equivalents $—  $8,933      Accounts receivable, net  74,793   48,109      Deferred directory costs  173,942   155,819      Current deferred income taxes  22,640   5,265      Other current assets  9,620   7,259              Total current assets  280,995   225,385     Property, plant and equipment, net  51,894   50,721     Goodwill  2,190,715   2,190,715     Intangible assets, net  1,525,970   1,669,985     Deferred income taxes  —   10,438     Deferred financing costs  63,531   75,962     Other assets  1,379   1,636              Total Assets $4,114,484  $4,224,842        **LIABILITIES AND OWNER’S EQUITY**    Current liabilities:             Accounts payable $20,215  $9,398      Employee compensation  2,614   —      Amounts due to affiliate  31,676   30,022      Deferred revenue and customer deposits  127,402   111,068      Accrued interest payable  24,121   43,739      Current portion of long-term debt  123,924   84,302      Other accrued liabilities  6,024   8,295              Total current liabilities  335,976   286,824     Long-term debt  2,619,547   2,836,498     Post-retirement obligations  9,002   —     Amounts due to affiliate related to post-retirement obligations  39,126   42,252     Deferred income taxes  41,277   —     Other liabilities  23   135              Total Liabilities  3,044,951   3,165,709            Commitments and contingencies (Note 9)            Owner’s interest  1,067,275   1,084,327     Retained earnings (accumulated deficit)  2,258   (25,194)             Total Owner’s Equity  1,069,533   1,059,133               Total Liabilities and Owner’s Equity $4,114,484  $4,224,842        See accompanying notes to condensed consolidated financialstatements.
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**DEX MEDIA WEST LLC****AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.****CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS****(Dollars in thousands)****(Unaudited)**                     **Three Months Ended** **Nine Months Ended**  **September 30,** **September 30,**       **2005** **2004** **2005** **2004**             Revenue $238,255  $221,852  $704,588  $646,413     Operating expenses:                     Cost of revenue, excluding depreciation and amortization  70,270   68,537   210,799   198,272      General and administrative expense  25,608   28,499   75,277   74,958      Bad debt expense  7,964   5,540   18,920   17,367      Termination of annual advisory fees  —   10,000   —   10,000      Depreciation and amortization expense  5,180   5,116   13,642   13,200      Amortization of intangibles  48,005   57,829   144,015   173,486                    Total operating expenses  157,027   175,521   462,653   487,283                    Operating income  81,228   46,331   241,935   159,130     Other (income) expense:                     Interest income  (89)  (93)  (272)  (143)     Interest expense  50,964   54,439   155,368   162,338      Other expense (income), net  17   17   (1,073)  17                    Income before income taxes  30,336   (8,032)  87,912   (3,082)    Income tax provision (benefit)  11,847   (3,189)  34,345   (1,225)                   Net income (loss) $18,489  $(4,843) $53,567  $(1,857)             See accompanying notes to condensed consolidated financialstatements.
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**DEX MEDIA WEST LLC****AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.****CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS****(Dollars in thousands)****(Unaudited)**               **Nine Months Ended**  **September 30,**     **2005** **2004**         Operating activities:             Net income $53,567  $(1,857)     Adjustments to net income:              Bad debt expense  18,920   17,367       Depreciation and amortization expense  13,642   13,200       Amortization of intangibles  144,015   173,486       Amortization of deferred financing costs  14,584   19,835       Stock-based compensation expense  769   443       Loss on disposition of assets  28   9       Deferred tax provision  34,345   (1,225)      Changes in operating assets and liabilities:               Accounts receivable  (45,604)  (26,974)       Deferred directory costs  (18,123)  (25,190)       Other current assets  (2,361)  (1,203)       Other long term assets  257   1,161        Accounts payable and other liabilities  9,187   3,069        Accrued interest  (19,618)  (29,404)       Deferred revenue and customer deposits  16,334   61,638        Amounts due to affiliates  (4,234)  (2,742)       Employee benefit plan obligations  865   —        Other long-term liabilities  (112)  (197)       Amounts due to affiliate related to post-retirement benefits  5,011   4,818                Cash provided by operating activities  221,472   206,234            Investing activities:             Expenditures for property, plant and equipment  (1,531)  (5,125)     Capitalized software development costs  (13,312)  (20,551)     Acquisition of Dex West  —   5,185                Cash used for investing activities  (14,843)  (20,491)           Financing activities:             Proceeds from borrowings on revolving credit facility  112,500   23,000      Repayments of borrowings on revolving credit facility  (94,500)  (23,000)     Payments on long-term debt  (195,329)  (188,200)     Payment of financing costs  (2,153)  (1,851)     Distribution to owner  (36,080)  (17,487)     Contribution from owner  —   20,052                Cash used for financing activities  (215,562)  (187,486)           Cash and cash equivalents:             Decrease  (8,933)  (1,743)     Beginning balance  8,933   4,658                Ending balance $—  $2,915            Supplemental cash flow disclosures:             Interest paid $164,458  $171,960 See accompanying notes to condensed consolidated financialstatements.
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**DEX MEDIA WEST LLC****AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS****(Unaudited)****1.****Description of business*****(a)     The Company***     Dex Media West LLC (“Dex Media West” or the“Company”) is a subsidiary of Dex Media West, Inc. andan indirect wholly-owned subsidiary of Dex Media, Inc.(“Dex Media”). Dex Media West is the exclusiveofficial directory publisher for Qwest Corporation, the localexchange carrier of Qwest Communications International, Inc.(“Qwest”) in Arizona, Idaho, Montana, Oregon, Utah,Washington and Wyoming (collectively, the “Dex WestStates”).     Dex Media’s directory business was acquired from Qwest Dex,Inc. (“Qwest Dex”) in a two phase purchase between DexHoldings LLC (“Dex Holdings”), the former parent ofDex Media and Qwest Dex. Dex Holdings and Dex Media were formedby two private equity firms: The Carlyle Group and Welsh,Carson, Anderson & Stowe (“WCAS”)(collectively, the “Sponsors”).     In the first phase of the purchase, which was consummated onNovember 8, 2002, Dex Holdings assigned to Dex Media EastLLC (“Dex Media East”), another indirect wholly-ownedsubsidiary of Dex Media, its right to purchase the directorybusiness of Qwest Dex in Colorado, Iowa, Minnesota, Nebraska,New Mexico, North Dakota and South Dakota. In the second phaseof the purchase, which was consummated on September 9, 2003(the “Acquisition”), Dex Holdings assigned its rightto purchase the directory business of Qwest Dex in the Dex WestStates (“Dex West”) to the Company. Dex Holdings wasdissolved effective January 1, 2005.***(b)     Operations***     The Company is the largest telephone directory publisher ofwhite and yellow pages directories to businesses and residentsin the Dex West States. The Company provides directory, Internetand direct marketing solutions to local and nationaladvertisers. Virtually all of the Company’s revenue isderived from the sale of advertising in its various directories.Published directories are distributed to residents andbusinesses in the Dex West States through third-party vendors.The Company operates as a single segment.***(c)     Dex Media’s Initial    Public Offering***     Effective July 21, 2004, Dex Media consummated its initialpublic offering of common stock (the “Dex Media IPO”).Immediately prior to the Dex Media IPO, Dex Media effected a10-for-1 split of all authorized shares of common stock. OnAugust 26, 2004, a portion of the net proceeds related tothe Dex Media IPO was used to redeem $18.2 million of DexMedia West’s senior subordinated notes at a redemptionprice of 109.875% along with the accrued and unpaid interest.Also in connection with the Dex Media IPO, the Company paid$5.0 million to each of the Sponsors to eliminate the$2.0 million aggregate annual advisory fees payable underDex Media West’s management consulting agreements.**2.****Basis of Presentation*****(a)     General***     The accompanying condensed consolidated interim financialstatements are unaudited. In compliance with the instruction ofthe Securities and Exchange Commission (“SEC”) forinterim financial statements, certain information and footnotedisclosures normally included in financial statements preparedin accordance with accounting principles generally accepted inthe United States of America have been omitted. Inmanagement’s opinion, the condensed consolidated financialstatements reflect all adjustments (which consist of normalrecurring adjustments) necessary to fairly present the condensedconsolidated statements of
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**DEX MEDIA WEST LLC****AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.****NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS — (Continued)**financial position as of September 30, 2005 andDecember 31, 2004, and the condensed consolidatedstatements of operations for the three and nine months endedSeptember 30, 2005 and 2004 and the condensed consolidatedstatements of cash flows for the nine months endedSeptember 30, 2005 and 2004.     These condensed consolidated financial statements should be readin conjunction with the audited consolidated financialstatements of the Company as of December 31, 2004 and 2003and for the year ended December 31, 2004, for the periodsfrom September 10 to December 31, 2003 and from January 1to September 9, 2003, and for the year endedDecember 31, 2002 included in the Company’s AnnualReport on Form 10-K for the year ended December 31,2004, as filed with the SEC. The condensed consolidatedstatements of operations for the nine months endedSeptember 30, 2005 are not necessarily indicative of theresults expected for the full year.     The accompanying condensed consolidated statements of operationsfor the three and nine months ended September 30, 2004include all material adjustments required under purchaseaccounting related to the Acquisition subsequent toSeptember 9, 2003.***(b)     Reclassifications***     Certain prior period amounts have been reclassified to conformto the 2005 presentation. During the three months endedSeptember 30, 2005, the Company reclassified amounts forlate fees received from its customers from interest income torevenue. Late fees received for the three months endedSeptember 30, 2005 and 2004, $0.5 million and$0.2 million, respectively, were recorded in revenue in theaccompanying condensed consolidated statements of operations.For the nine months ended September 30, 2005 and 2004, latefees of **$**1.1 million and $0.4 million,respectively, were recorded in revenue in the accompanyingcondensed consolidated statements of operations.**3.****Summary of Significant Accounting Policies*****(a)     Principles of    Consolidation***     The condensed consolidated financial statements of the Companyinclude the results of operations, financial position, and cashflows of Dex Media West and its wholly-owned subsidiary. Allintercompany balances and transactions have been eliminated inconsolidation.***(b)     Use of Estimates***     The preparation of financial statements in conformity withaccounting principles generally accepted in the United States ofAmerica requires management to make estimates and assumptionsthat affect the amounts and disclosures reported in thesecondensed consolidated financial statements and accompanyingnotes. Actual results could differ from those estimates.***(c)     Revenue    Recognition***     The sale of advertising in printed directories published by theCompany is its primary source of revenue. The Company recognizesrevenue ratably over the life of each directory using thedeferral and amortization method of accounting, with revenuerecognition commencing in the month of delivery.     The Company publishes white and yellow pages directories withprimarily 12-month lives. From time to time, the Company maychoose to change the publication dates of certain directories inorder to more efficiently manage work and customer flow. Thelives of the affected directories are expected to be12 months thereafter. Such publication date changes do nothave a significant impact on the Company’s recognizedrevenue as the Company’s sales contracts generally allowfor the billing of additional monthly charges in the
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**DEX MEDIA WEST LLC****AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.****NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS — (Continued)**case of directories with extended lives. During the three monthsand nine months ended September 30, 2005, the Companypublished 34 and 109 directories, respectively, of which 13were new directories published in the nine months endedSeptember 30, 2005. During the three months and nine monthsended September 30, 2004, the Company published 27 and96 directories, respectively.     The Company enters into transactions such as exclusivityarrangements, sponsorships, and other media access transactions,where the Company’s products and services are promoted by athird party and, in exchange, the Company carries theparty’s advertisement. The Company accounts for thesetransactions in accordance with Emerging Issues Task Force(“EITF”) Issue No. 99-17 *“Accounting forAdvertising Barter Transactions.”*Revenue and expenserelated to such transactions are included in the condensedconsolidated statements of operations consistent with reasonablysimilar items sold or purchased for cash. Such transactions werenot significant to the Company’s financial results for thethree months and nine months ended September 30, 2005 and2004.     In certain cases, the Company enters into agreements withcustomers that involve the delivery of more than one product orservice. Revenue for such arrangements is allocated inaccordance with EITF Issue No. 00-21 *“RevenueArrangements with Multiple Deliverables.”****(d)     Cost of Revenue***     The Company accounts for cost of revenue under the deferral andamortization method of accounting. Accordingly, theCompany’s cost of revenue recognized in a reporting periodconsists of: (i) costs incurred in that period andrecognized in that period, principally sales salaries and wages;(ii) costs incurred in a prior period, a portion of whichare amortized and recognized in the current period; and(iii) costs incurred in the current period, a portion ofwhich are amortized and recognized in that period and thebalance of which are deferred until future periods.Consequently, there will be a difference between the cost ofrevenue recognized in any given period and the costs incurred inthe given period. Such differences may be significant.     Costs incurred in the current period and subject to deferralinclude direct costs associated with the publication ofdirectories, including sales commissions, paper, printing,transportation, distribution and pre-press production andemployee and systems support costs relating to each of theforegoing. Sales commissions include commissions paid toemployees for sales to local advertisers and to third-partycertified marketing representatives which act as theCompany’s channel to national advertisers. All deferredcosts related to the sales and production of directories arerecognized ratably over the life of each directory under thedeferral and amortization method of accounting, with costrecognition commencing in the month of delivery. From time totime the Company may choose to change the publication dates ofcertain directories to more effectively manage work and customerflow. In such cases, the estimated life of the relatedunamortized deferred cost of revenue is revised to amortize suchcost over the new remaining estimated life. Changes in directorypublication dates typically do not result in any additionaldirect incurred costs.***(e)     Stock-Based    Compensation***     The Company accounts for the Stock Option Plan of Dex Media,Inc. and the Dex Media, Inc. 2004 Incentive Award Plan, as morefully discussed in Note 7, under the recognition andmeasurement principles of Accounting Principles Board OpinionNo. 25, *“Accounting for Stock Issued toEmployees,”*and related Interpretations. Had theCompany accounted for employee stock option grants under theminimum value method for options issued prior to Dex Mediabecoming a publicly traded company and the fair value methodafter Dex Media became a publicly traded company, both of whichare prescribed by Statement of Financial
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**DEX MEDIA WEST LLC****AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.****NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS — (Continued)**Accounting Standard (“SFAS”) No. 123,*“Accounting for Stock-Based Compensation,”*thepro forma results of the Company would have been as follows(dollars in thousands):                    **Three Months Ended** **Nine Months Ended**  **September 30,** **September 30,**       **2005** **2004** **2005** **2004**             Net Income (loss):                     As reported $18,489  $(4,843) $53,567  $(1,857)     Add: Stock-based employee compensation expense included in    reported net income, net of related tax effects  155   160   469   267      Deduct: Stock-based employee compensation expense determined    under minimum value or fair value based method, as applicable,    for all awards, net of related tax effects  (242)  (232)  (737)  (470)                  Pro forma $18,402  $(4,915) $53,299  $(2,060)             ***(f)     Income Tax    Provision***     The Company is included in the consolidated Federal income taxreturn and combined or consolidated state income tax returns,where permitted, for Dex Media, the Company’s indirectparent. Although the Company is a single member limitedliability company and is disregarded as a taxable entity forincome tax purposes, the Company calculates and records incometaxes as if it filed a tax return on a stand-alone basis.     Income taxes are accounted for under the asset and liabilitymethod. Deferred tax assets and liabilities are recorded toreflect the future tax consequences of temporary differencesbetween the financial reporting bases of assets and liabilitiesand their tax bases at each year end. Deferred tax assets andliabilities are measured using the enacted income tax rates ineffect for the year in which those temporary differences areexpected to be recovered or settled. Deferred tax assets andliabilities are adjusted for future income tax rate changes inthe year the changes are enacted. Deferred tax assets arerecognized for operating loss and tax credit carryforwards ifmanagement believes, based upon existing evidence, that it ismore likely than not that the carryforwards will be utilized.All deferred tax assets are reviewed for realizability andvaluation allowances are recorded if it is more likely than notthat the deferred tax assets will not be realized. No valuationallowance has been established against deferred tax assets as ofSeptember 30, 2005 or December 31, 2004.***(g)     Computer Software***     During the three months ended September 30, 2005, theCompany shortened the estimated useful life of certain softwareprojects. The Company accounts for such changes in estimateprospectively from the date of the change.***(h)     New Accounting    Standards***     On March 29, 2005, the SEC released Staff AccountingBulletin (“SAB”) No. 107, *“Share-basedPayment”.* SAB No. 107 provides aninterpretation of SFAS No. 123R, *“Share-basedPayment”*and its interaction with certain SEC rules andregulations and provides the SEC’s views regarding thevaluation of share-based payment arrangements for publiccompanies. SAB No. 107 provides guidance with regardto share-based payment transactions with non-employees, thetransition from nonpublic to public entity status, valuationmethods (including assumptions such as expected volatility andexpected term), the accounting for certain redeemable financialinstruments issued under share-based payment arrangements, theclassification of compensation expense, non-GAAP financialmeasures, first-time adoption of SFAS No. 123R, themodification of employee share options prior to adoption ofSFAS No. 123R and disclosures in Management’sDiscussion and Analysis of Financial Condition and Results ofOperations subsequent to the adoption of
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**DEX MEDIA WEST LLC****AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.****NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS — (Continued)**SFAS No. 123R. Based upon the options outstanding asof September 30, 2005, the Company does not expect that theadoption of SAB No. 107 will have a material impact onthe Company’s results of operations.     On April 14, 2005, the SEC announced the adoption of a newrule that amends the compliance dates forSFAS No. 123R. Originally, registrants would have beenrequired to implement the standard as of the beginning of thefirst interim or annual period beginning after June 15,2005. The SEC’s new rule requires companies to implementSFAS No. 123R at the beginning of their first fiscalyear beginning on or after June 15, 2005, instead of thefirst reporting period that begins after June 15, 2005. Asa result, the financial statements of the Company must complywith SFAS No. 123R beginning with the interimfinancial statements for the first quarter of 2006. TheSEC’s new rule does not change the accounting required bySFAS No. 123R; it changes only the dates forcompliance with the standard.     During May 2005, the Financial Accounting Standards Board(“FASB”) issued SFAS No. 154,*“Accounting Changes and Error Corrections — aReplacement of APB Opinion No. 20 and FASB StatementNo. 3.”*This statement applies to all voluntarychanges in accounting principle and requires retrospectiveapplication of the new accounting principle to prior accountingperiods as if that principle had always been used. In addition,this statement requires that a change in depreciation method beaccounted for as a change in estimate. The requirements areeffective for changes made in fiscal years beginning afterDecember 15, 2005. The Company does not expect the adoptionof SFAS No. 154 to have a material impact on theCompany’s financial statements.**4.****Goodwill and Intangible Assets**     During the nine months ended September 30, 2005 goodwillwas not impaired or otherwise adjusted.     The gross carrying amount and accumulated amortization of otherintangible assets and their estimated useful lives are asfollows (dollars in thousands):                    **As of September 30, 2005**     **Gross**    **Carrying** **Accumulated** **Net Book**  **Intangible Assets** **Value** **Amortization** **Value** **Life**             Customer relationships — local $890,000  $(329,313) $560,687   20 years(1)    Customer relationships — national  252,000   (67,137)  184,863   25 years(1)    Non-compete/publishing agreements  359,000   (18,887)  340,113   39 years     Dex Trademark  385,000   —   385,000   Indefinite     Qwest Dex Trademark agreement  65,000   (31,917)  33,083   4 years     Advertising agreement  26,000   (3,776)  22,224   14 years                   Totals $1,977,000  $(451,030) $1,525,970                  
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**DEX MEDIA WEST LLC****AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.****NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS — (Continued)**                    **As of December 31, 2004**     **Gross**    **Carrying** **Accumulated** **Net Book**  **Intangible Assets** **Value** **Amortization** **Value** **Life**             Customer relationships — local $890,000  $(227,181) $662,819   20 years(1)    Customer relationships — national  252,000   (45,102)  206,898   25 years(1)    Non-compete/publishing agreements  359,000   (12,019)  346,981   39 years     Dex Trademark  385,000   —   385,000   Indefinite     Qwest Dex Trademark agreement  65,000   (20,310)  44,690   4 years     Advertising agreement  26,000   (2,403)  23,597   14 years                   Totals $1,977,000  $(307,015) $1,669,985                   (1)     Amortization expense is calculated using a declining method in    relation to estimated retention lives of acquired customers.     The Company evaluates the carrying value of goodwill andindefinite-lived intangibles at the end of the third quarter ofeach fiscal year. Based upon the evaluation performed as ofSeptember 30, 2005, goodwill and the indefinite-livedintangibles were deemed not to be impaired.**5.****Long-Term Debt**     Long-term debt is comprised of the following (dollars inthousands):            **September 30,** **December 31,**  **2005** **2004**     **Notes Payable to Banks: (equal right of payment)**             Notes payable to banks, Tranche A term loan, bearing    interest at adjusted London Interbank Offer Rates    (“LIBOR”) plus the current applicable interest spread    of 1.25% (weighted average of 5.02% at September 30, 2005) $376,227  $492,848      Notes payable to banks, Tranche B term loan, bearing    interest at adjusted LIBOR plus the current applicable interest    spread of 1.75% (weighted average of 5.47% at September 30,    2005)  902,444   981,152      Revolving loan bearing interest at Alternative Base Rate    (“ABR”) plus the current applicable interest spread of    0.25% and at adjusted LIBOR plus the current applicable interest    spread of 1.25% (weighted average interest rate of 5.57% at    September 30, 2005)  18,000   — **Unsecured Notes Payable: (in descending order of right    of payment; senior notes equal right of payment)**             Unsecured senior notes payable, due August 2010, bearing    interest at 8.5%  385,000   385,000      Unsecured senior notes payable, due November 2011, bearing    interest at 5.875%  300,000   300,000      Unsecured senior subordinated notes payable, due August 2013,    bearing interest at 9.875%  761,800   761,800           2,743,471   2,920,800     Less: current portion of long-term debt  (123,924)  (84,302)         $2,619,547  $2,836,498        
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**DEX MEDIA WEST LLC****AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.****NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS — (Continued)**     Dex Media West registered its 5.875% senior notes with theSEC through an exchange offer completed on March 8, 2005.As of September 30, 2005, there were $18.0 million ofborrowings under the revolving loan. The Company paid interestand fees on the revolving loan, interest rate swaps andoutstanding notes of $163.2 million and $170.1 millionduring the nine months ended September 30, 2005 and 2004,respectively. As of September 30, 2005 the Company was incompliance with all covenants under its credit facility.**6.****Derivative Instruments and Hedging Activities**     In October 2004, the Company entered into four fixed interestrate swap agreements to hedge against the effects of increasesin the interest rates associated with the floating rate debt onits term loans. The interest rate swap agreements have anaggregate notional amount of $300.0 million, applicablepreset monthly fixed rates ranging from 1.901% to 3.61% andexpire in October 2006. The Company has not designated theseinterest rate swap agreements as hedging instruments andtherefore reports all gains and losses in the change in fairvalue directly in earnings as a component of interest expense.For the three months ended September 30, 2005, the Companyrecorded a gain of $1.5 million, which has been recorded asa reduction to interest expense. For the nine months endedSeptember 30, 2005, the Company recorded a gain of$2.9 million, which has been recorded as a reduction tointerest expense.     In May 2005 and June 2005, the Company terminated the sixfloating interest rate swap agreements entered into in November2004. Under the terms of the floating interest rate swaps, theCompany received fixed interest payments that match the interestobligations of the 5.875% notes issued in November 2004 andmade floating interest payments, thereby converting the fixedinterest rate notes into floating rate debt instruments. Thefloating interest rate swaps had an aggregate notional amount of$300.0 million, floating rate LIBOR that resetsemi-annually in May and November, plus applicable marginsranging from 1.4975% to 1.57%, and were to expire in November2011. The Company had not designated these interest rate swapagreements as hedged instruments and therefore, reported allgains and losses in the change in fair value directly inearnings as a component of interest expense. For the nine monthsended September 30, 2005, the Company recorded net gains,as a reduction to interest expense, of $2.2 million. Upontermination of the swaps a cumulative net gain was recognized of$0.4 million during the life of those swaps. The Companypaid $2.1 million upon termination of the swaps.     The Company does not speculate using derivative instruments.**7.****Stock-Based Awards**     On November 8, 2002, Dex Media adopted the Stock OptionPlan of Dex Media, Inc. (the “2002 Plan”), whichpermits the grant of nonqualified and incentive stock options toits employees, consultants and independent directors or those ofits wholly owned subsidiaries. In May 2004, Dex Media adoptedthe Dex Media, Inc. 2004 Incentive Award Plan (the “2004Plan”). The 2004 Plan provides for a variety of stock-basedawards, including non-qualified stock options, incentive stockoptions, stock appreciation rights, restricted stock awards,restricted stock unit awards, deferred stock awards, dividendequivalents, performance-base awards and other stock-basedawards. Effective with the adoption of the 2004 Plan, Dex Mediadiscontinued grants under the 2002 Plan while the optionsoutstanding under the 2002 Plan remain outstanding pursuant tothe terms of that plan. As of September 30, 2005,6,075,820 shares of Dex Media common stock were availablefor grant under the 2004 Plan and 2002 Plan, with67,500 shares of restricted stock issued pursuant torestricted stock agreements. As of December 31, 2004, themaximum number of shares of Dex Media common stock available forgrant under the 2004 Plan and 2002 Plan was 6,251,650, with25,000 shares of restricted stock issued pursuant torestricted stock agreements.     Dex Media’s Compensation Committee determines the exerciseprice for each option awarded. Outstanding options issuedpursuant to the 2002 Plan vest in two segments. Subject to theoptionee’s continued
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**DEX MEDIA WEST LLC****AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.****NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS — (Continued)**employment with the Company: (i) 25% of the options grantedwill vest in equal annual installments of 5% each on eachDecember 31 beginning in the year of grant or the followingyear, depending upon when during the calendar year the optionsare granted, and ending five years after and (ii) 75% ofthe options granted will vest in full on the eighth anniversaryof the grant date; however, an installment equal to 15% of theoptions granted shall become vested following each of the fiscalyears beginning in the year of grant or the following year,depending upon when during the calendar year the options aregranted, and ending five years after if certain earnings beforeinterest, taxes, depreciation and amortization(“EBITDA”) targets are met with respect to each year.Options outstanding issued pursuant to the 2004 Plan vest inequal annual installments over four years.**8.****Pension and Other Post-Retirement Benefits*****(a)     General    description***     Effective November 8, 2002, Dex Media adopted a pensionplan and effective December 1, 2002, Dex Media adopted another post-retirement benefit plan providing retiree healthcare.Dex Media has filed for a determination letter with the IRS forits pension plan. The pension plan is a noncontributory definedbenefit pension plan covering substantially all management andoccupational employees of the Company. The other post-retirementbenefit plan provides healthcare and life insurance for certainretirees.     Pension costs and other post-retirement benefit costs arerecognized over the periods in which the employee rendersservices and becomes eligible to receive benefits as determinedby using the projected unit credit method. Dex Media’sfunding policy is to make contributions with the objective ofaccumulating sufficient assets to pay all benefits when due. Nopension funding was required for Dex Media for the three monthsended September 30, 2005 and 2004. The otherpost-retirement benefit plan is pay-as-you go and is funded outof Dex Media’s operating cash as the costs are incurred.***(b)     Components of net    periodic benefit cost***     The components of net periodic benefit cost for the Company areas follows (dollars in thousands):                   **Three Months Ended September 30,**     **2005** **2004**       **Pension** **Post-Retirement** **Pension** **Post-Retirement**  **Benefit** **Benefits** **Benefit** **Benefits**             Service cost $1,339  $328  $1,471  $343     Interest cost  1,622   516   1,713   414     Expected return on plan assets  (1,984)  —   (2,184)  —     Amortization of prior service costs  (27)  (54)  —   (57)    Amortization of net loss  —   9   —   —                  Total net periodic benefit cost $950  $799  $1,000  $700              
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**DEX MEDIA WEST LLC****AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.****NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS — (Continued)**                   **Nine Months Ended September 30,**     **2005** **2004**       **Pension** **Post-Retirement** **Pension** **Post-Retirement**  **Benefit** **Benefits** **Benefit** **Benefits**             Service cost $4,176  $984  $4,413  $1,029     Interest cost  5,057   1,549   5139   1,242     Expected return on plan assets  (6,306)  —   (6,552)  —     Amortization of prior service costs  (81)  (162)  —   (171)    Amortization of net loss  —   27   —   —                  Total net periodic benefit cost $2,846  $2,398  $3,000  $2,100                   Dex Media does not expect to make any contributions to itspension plan in 2005.     On August 1, 2005, a settlement of the Company’sdefined benefit pension obligation occurred as defined bySFAS No. 88 “Employers Accounting for Settlementsand Curtailments of Defined Benefit Plans and for TerminationBenefits.” At that time, lump sum payments to participantsexceeded the sum of the service cost plus the interest costcomponent of the net periodic pension costs for the year. Thesettlement resulted in the recognition of 1.2 million inactuarial losses. In addition, the 2005 pension expense wasrecomputed based on assumptions as of the settlement date,including a decrease in the discount rate from 6.00% to 5.50%.This resulted in an immaterial change to pension expense for theremainder of the year. Both the settlement loss and 2005 pensionexpense will be remeasured and adjusted, if necessary, atDecember 31, 2005.     In December 2003, the Medicare Prescription Drug, Improvementand Modernization Act of 2003 (“Medicare Act”) wassigned into law. The Medicare Act provides for a federal subsidyto be paid to employers beginning in 2006 if an employerprovides alternative prescription drug coverage for Medicareeligible retirees where that alternative coverage is at leastactuarially equivalent to the standard coverage provided underthe Medicare Act. Final regulations regarding the calculation ofactuarial equivalence were issued on January 21, 2005 andit was subsequently determined that the pension plan’sprescription drug benefit for certain occupational(union) employees is projected to satisfy the requirementsto receive the federal subsidy for approximately eight yearsbeginning in 2006. The expected savings was not included in the2004 financial results, but is reflected in the net periodicbenefit cost for 2005. The impact of the subsidy was less than$0.1 million for the three months and nine months endedSeptember 30, 2005.     In accordance with FASB Staff Position No. 106-2,*“Accounting for Disclosure Requirements Related to theMedicare Prescription Drug, Improvement and Modernization Act of2003,”*the reduction in plan liability was recognizedas an actuarial gain as of January 1, 2005. This reducedthe pension plan’s liability by approximately$0.1 million as of January 1, 2005. The impact of thesubsidy on the total 2005 net periodic benefit cost wasimmaterial. In addition, the amount of federal subsidiesprojected to be received by the Company for the periods 2006through 2013 are also expected to be immaterial.**9.****Commitments and Contingencies*****(a)     Litigation***     The Company is involved, from time to time, in litigationarising in the normal course of business. The outcome of thislitigation is not expected to have a material adverse impact onthe Company.
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**DEX MEDIA WEST LLC****AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.****NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS — (Continued)*****(b)     Collective Bargaining    Agreement***     As of September 30, 2005, 22% and 43% of Dex Media’semployees were members of the International Brotherhood ofElectrical Workers (“IBEW”) and the CommunicationWorkers of America (“CWA”), respectively. Some ofthese employees provide services to the Company, Dex Media Eastor both. The collective bargaining agreement covering the IBEWmembers’ employment will expire in May 2006 and thecollective bargaining agreement covering the CVWA members’employment will expire in October 2006.**10.****Related Party Transactions**     Upon consummation of the Acquisition, all Dex West employeesbecame employees of Dex Media East. Effective January 1,2004, all employees of Dex Media East were transferred to DexMedia Service LLC (“Service Co.”). EffectiveJanuary 1, 2005, all non-senior management employees in thestate of Washington became employees of Dex Media West. As such,as of September 30, 2005, all employee-related liabilities,including pension and other post-retirement obligations, relatedto non-senior management employees in the state of Washingtonare included in the Company’s liabilities. Allemployee-related liabilities for Service Co.’s employeesare included in Service Co.’s liabilities, with anoffsetting asset recorded as an affiliate receivable for theportion of the liability associated with employees providingservices to Dex Media West and Dex Media East. Under the SharedServices and Employees Agreement dated September 9, 2003,costs related to Service Co. employees providing servicesentirely for Dex Media West are allocated 100% to Dex MediaWest. Shared employee costs are allocated and charged to DexMedia West based upon Dex Media West’s proportional shareof consolidated Dex Media revenue. All cash related affiliatebalances are settled at least monthly.     In connection with the Acquisition, the Company entered intomanagement consulting agreements with each of the Sponsors. Eachagreement allows the Company access to the Sponsors’expertise in areas such as corporate management, financialtransactions, product strategy, investment, acquisitions andother matters that relate to the Company’s business,administration and policies. Each of the Sponsors received aone-time transaction fee for structuring the transactionsrelated to the Acquisition of $20.1 million. In addition,each of the Sponsors received an annual advisory fee of$1.0 million for advisory, consulting and other services.The annual advisory fees payable under the agreements wereterminated for a one-time fee of $5.0 million paid to eachof the Sponsors, for an aggregate of $10.0 million, inconjunction with the Dex Media IPO. The Sponsors maintain theright to act as Dex Media’s financial advisor or investmentbanker in conjunction with any merger, acquisition, disposition,financing or similar transaction in return for additionalreasonable compensation and expenses as may be agreed upon bythe parties. Pursuant to these management consulting agreements,the Company incurred $1.0 million in advisory fees for thenine months ended September 30, 2004.     During February 2003, Dex Media entered into a five yearagreement with Amdocs, Inc. (“Amdocs”) for thecomplete modernization of the Company’s core productionplatform. This project was designed to upgrade theCompany’s existing software system to enhance itsfunctionality. WCAS, one of the Sponsors, was a shareholder ofAmdocs at the time the Company entered into the agreement andceased to be a shareholder of Amdocs during 2004. For the ninemonths ended September 30, 2005 and 2004, the Company paidAmdocs $26.4 million and $41.3 million, respectively,under this agreement and for other related on-going support.**11.****Subsequent Events**     On October 3, 2005, Dex Media, R.H. Donnelley Corporation(“RHD”) and Forward Acquisition Corp.(“Newco”), a wholly owned subsidiary of RHD, enteredinto an Agreement and Plan of Merger (the “MergerAgreement”) pursuant to which Dex Media will merge with andinto Newco (the “Merger”). Upon the consummation ofthe Merger, each share of Dex Media common stock will beconverted into the right to
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**DEX MEDIA WEST LLC****AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.****NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS — (Continued)**receive $12.30 in cash and 0.24154 of a share of RHD commonstock. RHD will also assume Dex Media’s outstanding debtexpected to be approximately $5.3 billion at December 31,2005. The consummation of the Merger is subject to thesatisfaction or waiver of a number of conditions at or prior tothe effective time of the merger, including: (i) receipt ofthe approval of the holders of capital stock of Dex Media andRHD required for the completion of the Merger and thetransactions contemplated by the Merger Agreement and(ii) expiration or termination of the waiting periodapplicable to the Merger under the Hart-Scott-RodinoAntitrust Improvements Act of 1976, as amended.     During the three months ended September 30, 2005, weincurred $0.9 million of costs related to Dex Media’spending acquisition by RHD. These costs primarily relate tolegal and accounting fees and are included in general andadministrative expense in our condensed consolidated statementsof operations.     The Company is currently under audit by the Internal RevenueService (the “IRS”) for the tax years endingNovember 30, 2002 and 2003. In October 2005, in connectionwith the audit, the Company and the IRS agreed thatapproximately $49 million of costs incurred to consummatethe Dex West Acquisition should be capitalized to the cost ofthe assets acquired and amortized over 15 years. This settlementis not material to our financial position, results ofoperations, or cash flows.
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**Item 2.*****Management’s Narrative Analysis of Results of    Operations***     Pursuant to General Instructions H(2)(a) ofForm 10-Q:(i) the information called for byItem 2 of Part I, Management’s Discussion andAnalysis of Financial Condition and Results of Operations, hasbeen omitted and (ii) the registrant is providing amanagement’s narrative analysis of results of operations.**Executive Overview*****Our Company***     In the following discussion and analysis, “we,”“our” or “us” refers to Dex Media West.     We are the exclusive publisher of the “official”yellow pages and white pages directories for Qwest in thefollowing states where Qwest is the primary incumbent localexchange carrier: Arizona, Idaho, Montana, Oregon, Utah,Washington and Wyoming. We have been publishing directories forover 100 years. Our contractual agreements with Qwest grantus the right to be the exclusive incumbent publisher of the“official” yellow pages and white pages directoriesfor Qwest in the Dex West States until November 2052 and preventQwest from competing with us in the directory products businessin the Dex West States until November 2042.     We are the largest directory publisher in the Dex West Statesand, collectively with Dex Media East, are the fourth largestdirectory publisher in the U.S. During the nine monthsended September 30, 2005 and 2004, we published 109 and96 directories, respectively, and printed approximately25.9 million and 21.9 million copies, respectively, ofthese directories for distribution to virtually all business andresidential consumers throughout the Dex West States. Inaddition, our Internet-based directory, DexOnline.comTM,which is bundled with our print product to provide web-basedaccess to our directories, further extends the distribution ofour advertisers’ content. DexOnline.com includesapproximately 21 million business listings and129 million residential listings from across the UnitedStates. Our other products and services include the sale ofdirect marketing lists and the sale of Dex directories and otherpublishers’ directories outside the normal deliveryschedule.     We seek to bring buyers together with our advertising customersthrough a cost-effective, bundled advertising solution thatincludes print, Internet-based and CD-ROM directories. Themajority of our advertising customers are small and medium-sizedlocal businesses and national businesses with a local presence.We believe that our advertising customers value: (i) ourability to provide consumers with an authoritative and diversereference source to search for products and services acrossmultiple platforms; (ii) our broad distribution topotential buyers of our advertisers’ products and services;(iii) our lower cost per usage compared with most otherdirectories and a higher return on investment than other formsof local advertising; and (iv) the quality of our clientservice and support.     For the nine months ended September 30, 2005, we generatedapproximately 97% of our total revenue from the sale of bundledprint and Internet directory advertising. Our other products andservices account for the remaining 3% of our total revenue. Forthe nine months ended September 30, 2005 and 2004, wegenerated $704.6 million and $646.4 million in totalrevenue, respectively. Excluding the effects of purchaseaccounting adjustments to deferred revenue, our total revenuefor the nine months ended September 30, 2004 would havebeen $693.2 million. See “Results of Operations”in this Item 2.***Background***     The following discussion and analysis of our financial conditionand results of operations covers periods subsequent to theconsummation of the Acquisition on September 9, 2003.     The Acquisition was accounted for under the purchase method ofaccounting. Under this method, the pre-acquisition deferredrevenue and related deferred costs associated with directoriesthat were published prior to the Acquisition were not carriedover to our balance sheet. The effect of this accountingtreatment was to reduce revenue and related costs that wouldotherwise have been recognized during the twelve monthssubsequent to the acquisition date.
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     The non-historical statements in this Item 2, includingstatements regarding industry outlook and our expectationsregarding the future performance of our business, areforward-looking statements. Such forward-looking statements aresubject to numerous risks and uncertainties, and our results maydiffer materially from those contained in any suchforward-looking statements. See “Disclosure RegardingForward-Looking Statements” in this Item 2.**Results of Operations*****Overview***     Our consolidated financial statements included in this quarterlyreport have been prepared on the basis of the deferral andamortization method of accounting, under which revenue and costof revenue related to the publication of directories areinitially deferred and then recognized ratably over the life ofeach directory, commencing in the month of delivery. From timeto time, we have determined that the publication dates ofcertain directories will be extended. These publication datechanges are made to more efficiently manage work and customerflow. The lives of the affected directories are expected to be12 months following the new publication date. Generally, weare able to bill and collect additional revenue for periodsrelated to directory extensions and under the deferral andamortization method of accounting, our related unamortized costof revenue is amortized over the extended estimated useful lifeof the directory. Certain prior period amounts have beenreclassified to conform to the 2005 presentation.***Revenue***     We derive virtually all our revenue from the sale of advertisingin our printed directories, which we refer to as directoryservices revenue. The sale of advertising in our printeddirectories also includes the replication of listings anddisplay advertisements in DexOnline.com, our Internet-baseddirectory. We also provide related services, including otherInternet-related products, direct marketing lists and the saleof Dex directories and other publishers’ directoriesoutside of the normal delivery schedule, which we refer tocollectively as other revenue. Directory services revenue isaffected by several factors, including changes in the quantityand size of advertisements sold, defectors and new advertisers,as well as the proportion of premium advertisements sold,changes in the pricing of advertising, changes in the quantityand mix of advertising purchased per account and theintroduction of additional products which generate incrementalrevenue. Directory services revenue may also increase throughthe publication of new printed directories. Revenue recognizedon sales under our Advertising Commitment Agreement with Qwestconsists primarily of directory services revenue.     Our revenue and cost of revenue for the twelve months followingthe consummation of the Acquisition were lower than theyotherwise would have been because the Acquisition was accountedfor under the purchase method of accounting. Under the purchasemethod of accounting, deferred revenue and deferred directorycosts associated with the directories published and distributedprior to the Acquisition were not carried over to our balancesheet at the time of purchase. The effect of this accountingtreatment was to reduce revenue and related costs that wouldotherwise be recognized in the twelve months subsequent to theAcquisition. The purchase method of accounting did not affectour revenue and directory costs in periods subsequent toSeptember 30, 2004. These purchase accounting adjustmentsare non-recurring and have no impact on cash flows.     We enter into transactions such as exclusivity arrangements,sponsorships and other media access transactions whereby ourproducts and services are promoted by a third party and, inexchange, we carry that party’s advertisement. We accountfor these transactions in accordance with EITF IssueNo. 99-17. Revenue and expense related to such transactionsare included in the condensed consolidated statements ofoperations consistent with reasonably similar items sold orpurchased for cash. These related revenue items are currentlyincluded in local directory services revenue. The revenue fromsuch transactions for the nine months ended September 30,2005 and 2004 represented less than 1% of total revenue in eachperiod and is expected to continue at this level for theforeseeable future. The revenue and related expense have noimpact on net income or cash flow over the life of the barteredadvertisement.
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     In certain cases, we enter into agreements with accounts thatinvolve the delivery of more than one product or service. Weallocate revenue for such arrangements in accordance with EITFIssue No. 00-21.***Cost of Revenue***     We account for cost of revenue under the deferral andamortization method of accounting. Accordingly, our cost ofrevenue recognized in a reporting period consists of:(i) costs incurred in that period and recognized in thatperiod, principally sales salaries and wages; (ii) costsincurred in a prior period, a portion of which are amortized andrecognized in the current period; and (iii) costs incurredin the current period, a portion of which are amortized andrecognized in that period and the balance of which are deferreduntil future periods. Consequently, there will be a differencebetween the cost of revenue recognized in any given period andthe costs incurred in that period. Such differences may besignificant.     Costs incurred in the current period and subject to deferralinclude direct costs associated with the publication ofdirectories, including sales commissions, paper, printing,transportation, distribution and pre-press production, as wellas employee and systems support costs relating to each of theforegoing. Sales commissions include commissions paid toemployees for sales to local advertisers and to certifiedmarketing representatives, which act as our channel to nationaladvertisers. All deferred costs related to the sale andproduction of directories are recognized ratably over the lifeof each directory under the deferral and amortization method ofaccounting, with cost recognition commencing in the month ofdelivery.***General and Administrative Expense***     Our general and administrative expense consists primarily of thecosts of advertising, promotion and marketing, administrativestaff, pension and other post-retirement benefits, informationtechnology, training, account billing, corporate management,office and facilities expense and bad debt expense. All ourgeneral and administrative expense is recognized in the periodin which it is incurred.***Income Tax Provision***     We account for income taxes under the asset and liability methodof accounting. Deferred tax assets and liabilities are recordedto reflect the future tax consequences of temporary differencesbetween the financial reporting bases of assets and liabilitiesand their tax bases at each year end. Deferred tax assets andliabilities are measured using the enacted income tax rates ineffect for the year in which those temporary differences areexpected to be recovered or settled. Deferred tax assets andliabilities are adjusted for future income tax rate changes inthe year the changes are enacted. Deferred tax assets arerecognized for operating loss and tax credit carry forwards ifmanagement believes, based upon existing evidence, that it ismore likely than not that the carry forward will be utilized.All deferred tax assets are reviewed for realizability, andvaluation allowances are recorded if it is more likely than notthat the deferred tax assets will not be realized.**Items Affecting Comparability Between Periods**     Our revenue and cost of revenue for the twelve months followingthe consummation of the Acquisition on September 9, 2003were $120.6 million and $31.6 million lower,respectively, than our revenue and cost of revenue would havebeen otherwise because the Acquisition was accounted for underthe purchase method of accounting. For the nine months endedSeptember 30, 2004, our revenue and cost of revenue were$46.8 million and $10.5 million lower, respectively,than they would have been due to the effects of purchaseaccounting. Under the purchase method of accounting, deferredrevenue and related deferred directory costs associated withdirectories that had previously been published and distributedwere not carried over to our balance sheet. The effect of thisaccounting treatment was to reduce revenue and related coststhat would otherwise have been recognized in the twelve monthssubsequent to the Acquisition. These purchase accountingadjustments were non-recurring and had no historical or futurecash impact. The purchase method of accounting did not affectour revenue or directory costs subsequent to September 30,2004.     Prior to the Dex Media IPO, we paid an aggregate annual advisoryfee of $2.0 million to the Sponsors. In connection with theDex Media IPO, we made a lump sum payment of $10.0 millionin aggregate to the
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Sponsors to terminate our obligation to pay such annual advisoryfees. For the nine months ended September 30, 2004, theCompany incurred $1.0 million of annual management fees.     During the nine months ended September 30, 2005, theCompany recorded a pension settlement loss in the amount of$1.2 million as a result of lump sum payments toparticipants in excess of the sum of the service cost plus theinterest cost component of the periodic pension costs for theyear. No pension settlement losses were recorded in the threemonths or nine months ended September 30, 2004.     During the nine months ended September 30, 2004 the Companypaid and recorded a redemption fee of $1.8 million toredeem a portion of its senior subordinated notes in conjunctionwith the Dex Media IPO in July 2004. The Company also madeaccelerated interest payments in the amount of less than$0.1 million related to the senior subordinated noteredemptions. These payments were recorded as interest expense inthe three months and nine months ended September 30, 2004.The Company did not redeem any portion of the notes in 2005 andtherefore has not incurred similar interest expense in the ninemonths ended September 30, 2005.     During the nine months ended September 30, 2005, weincurred $0.9 million of costs related to our pendingacquisition by RHD. These costs primarily relate to legal andaccounting fees and are included in general and administrativeexpense in our condensed consolidated statements of operations.No such costs were incurred during the nine months endedSeptember 30, 2004.***The Nine Months Ended September 30, 2005 Compared to    the Nine Months Ended September 30, 2004***     The results of operations for the nine months endedSeptember 30, 2004 include the effect of purchaseaccounting on revenue and cost of revenue related to theAcquisition. Accordingly, the periods presented are notcomparable. Please refer to “Items AffectingComparability Between Periods” in this Item 2 and thediscussion below for detail regarding the effects of theseadjustments.             **Nine Months Ended**  **September 30,**     **2005** **2004**       **(Dollars in thousands)**    Revenue:             Local directory services $582,996  $567,871      National directory services  96,573   57,349      Qwest advertising  6,067   6,424      Other revenue  18,952   14,769              Total revenue  704,588   646,413     Cost of revenue  210,799   198,272             Gross profit, excluding depreciation and amortization expense $493,789  $448,141      Gross margin  70.1%  69.3%    General and administrative expense, including bad debt expense    and termination of annual advisory fees $94,197  $102,325 ***Revenue***     Total revenue increased $58.2 million, or 9.0%, to$704.6 million for the nine months ended September 30,2005 from $646.4 million for the nine months endedSeptember 30, 2004. Total revenue for the nine months endedSeptember 30, 2004 was $46.8 million lower than itwould have been due to the effects of purchase accounting.Excluding the effects of purchase accounting in 2004, totalrevenue would have increased $11.4 million, or 1.6%, forthe nine months ended September 30, 2005. The increase intotal revenue, excluding the effects of purchase accounting, wasprimarily due to an increase in local and national directoryservices revenue and an increase in other revenue relating toour Internet product line.
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     Local and national directory services revenue is affected by avariety of volume and pricing factors. Volume related factorsinclude quantity of advertisements sold, the change in mix ofadvertisements among our product families, the proportion ofadvertisements sold with premium features, the volume ofpromotional services obtained from our advertisers in exchangefor our publication of their advertisements in our directories,the number of local advertisers’ disconnects and the numberof new advertisers obtained during a period. Pricing factorsinclude price increases related to our standard rates that maybe made from time to time in varying markets for varyingcategories, and are offset by discount programs that may beinitiated in local markets for certain advertiser headings. Suchfactors generally affect the dollar volume of orders initiatedin a period which are recognized as revenue over the life of agiven directory, beginning in the month of delivery.Fluctuations in product mix and pricing are among the multiplefactors that contributed to the change in local and nationaldirectory services revenue.     Local directory services revenue increased $15.1 million,or 2.7%, to $583.0 million for the nine months endedSeptember 30, 2005 compared to $567.9 million for thenine months ended September 30, 2004. Local directoryservice revenue for the nine months ended September 30,2004 was $9.6 million lower than it would have been due tothe effects of purchase accounting. Excluding the effects ofpurchase accounting in 2004, local directory services revenueincreased $5.5 million, or 1.0%, for the nine months endedSeptember 30, 2005. Local directory services revenue,excluding the effects of purchase accounting in 2004, accountedfor 82.7% and 83.3% of revenue for the nine months endedSeptember 30, 2005 and 2004, respectively.     Revenue from national advertisers increased $39.2 million,or 68.4%, to $96.6 million for the nine months endedSeptember 30, 2005 compared to $57.3 million for thenine months ended September 30, 2004. Revenue from nationaladvertisers for the nine months ended September 30, 2004was $37.2 million lower than it would have been due to theeffects of purchase accounting. Excluding the effects ofpurchase accounting in 2004, revenue from national advertisersincreased $2.1 million, or 2.2%, for the nine months endedSeptember 30, 2005. Revenue from national advertisers,excluding the effects of purchase accounting in 2004, accountedfor 13.7% and 13.6% of revenue for the nine months endedSeptember 30, 2005 and 2004, respectively.     Revenue from Qwest advertising decreased $0.4 million, or5.6% to $6.1 million for the nine months endedSeptember 30, 2005 from $6.4 million for the ninemonths ended September 30, 2004. This decrease in Qwestadvertising revenue was a result of the timing of Qwest’spurchases under its Advertising Commitment Agreement with us.Under the Advertising Commitment Agreement, Qwest is obligatedto purchase $20.0 million collectively in advertisingannually from us and Dex Media East. However, if in any givenyear Qwest exceeds the $20.0 million of advertisingpurchases, up to $5.0 million of the excess will becredited to the following year’s purchase commitment. As aresult of purchases in excess of the $20.0 million for theyear ended December 31, 2003, Qwest purchased less than$20.0 million of Dex advertising in 2004, of which aportion is deferred and recognized over the life of the relateddirectory in 2005.     Other revenue increased by $4.2 million, or 28.3%, to$19.0 million for the nine months ended September 30,2005 from $14.8 million for the nine months endedSeptember 30, 2004. This increase in other revenue wasrelated primarily due to an increase in Internet revenue andlate fee revenue, and was partially offset by a decrease indirect marketing revenue.***Cost of revenue***     Cost of revenue recognized was $210.8 million for the ninemonths ended September 30, 2005 compared to$198.3 million for the nine months ended September 30,2004. Cost of revenue recognized for the nine months endedSeptember 30, 2004 was $10.5 million lower than itwould have been due to the effects of purchase accounting. Costof revenue recognized, excluding the effects of purchaseaccounting in 2004, represented 29.9% and 30.1% of revenue forthe nine months ended September 30, 2005 and 2004,respectively. The cost of revenue recognized does not includeany depreciation and amortization expense.     For the nine months ended September 30, 2005 and 2004, weincurred costs subject to deferral and amortization of$223.2 million and $221.0 million, respectively.
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     Employee costs incurred decreased by $4.9 million, or 5.4%,to $86.6 million for the nine months endedSeptember 30, 2005 from $91.5 million for the ninemonths ended September 30, 2004. This decrease primarilyresulted from a reduction in the number of employees, whichrelated primarily to planned workforce reductions.     Direct publishing costs incurred, which primarily include paper,printing and distribution, increased $2.5 million, or 3.1%,to $83.5 million for the nine months endedSeptember 30, 2005 from $81.0 million for the ninemonths ended September 30, 2004. The increase primarily wasa result of the introduction of five new DexPlusTMdirectories, and was partially offset by a decrease in printingcosts due to the implementation of a new printing agreement withone of our two outside providers of printing services.     Contracting and professional fees incurred increased$5.8 million, or 50.4%, to $17.3 million for the ninemonths ended September 30, 2005 from $11.5 million forthe nine months ended September 30, 2004. This increase wasprimarily due to costs related to supporting our new productionsystem, which we began to incur in the second quarter of 2004,and incremental costs paid to vendors related to the fulfillmentof Dex Web ClicksTM which launched in early 2005.     National commissions was $25.1 million for the nine monthsended September 30, 2005 compared to $23.7 million forthe nine months ended September 30, 2004.     Other cost of revenue incurred, which primarily includes systemsexpense, and office and facilities expense, was$10.7 million for the nine months ended September 30,2005 compared to $13.3 million for the nine months endedSeptember 30, 2004. The increase was primarily a result ofcommissions on extension billings for directories with extendedlives.***Gross profit***     Our gross profit was $493.8 million for the nine monthsended September 30, 2005 compared to $448.1 millionfor the nine months ended September 30, 2004. Excluding theeffects of purchase accounting in 2004, gross profit for thenine months ended September 30, 2004 would have been$484.4 million. Gross margin, excluding the effects ofpurchase accounting in 2004, was 70.1% and 69.9% for the ninemonths ended September 30, 2005 and 2004, respectively.***General and administrative expense***     General and administrative expense, including bad debt expense,decreased $8.1 million or 7.9%, to $94.2 million forthe nine months ended September 30, 2005 from$102.3 million for the nine months ended September 30,2004. The decrease was primarily due to the termination fee paidin 2004 to end the annual advisory fees paid to the Sponsors.     Employee costs increased $0.8 million, or 2.7%, to$30.6 million for the nine months ended September 30,2005 compared to $29.8 million for the nine months endedSeptember 30, 2004. Employee costs include salaries andwages, benefits and other employee costs. Salaries and wageswere $16.0 million for each of the nine months endedSeptember 30, 2005 and 2004. Benefits increased$1.5 million, or 19.5%, to $9.2 million for the ninemonths ended September 30, 2005 from $7.7 million forthe nine months ended September 30, 2004. Other employeecosts decreased $0.7 million, or 11.5% for the nine monthsended September 30, 2005 to $5.4 million from$6.1 million for the nine months ended September 30,2004.     Advertising expense decreased $1.2 million, or 9.0%, to$12.1 million for the nine months ended September 30,2005 from $13.3 million for the nine months endedSeptember 30, 2004. The decrease in advertising expensereflects lower levels of discretionary spending in the thirdquarter of 2005. Advertising expense as a percentage of revenue,excluding the effects of purchase accounting in 2004, decreasedto 1.7% for the nine months ended September 30, 2005 from1.9% for the nine months ended September 30, 2004.     Contracting and professional fees increased $2.1 million,or 13.5%, to $17.6 million for the nine months endedSeptember 30, 2005 from $15.5 million for the ninemonths ended September 30, 2004. The increase incontracting and professional fees is primarily a result of costsincurred in connection with the proposed merger
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with RHD; market research performed to support new products(such as Hispanic directories, Dex Web Clicks and Dex Plus);increased costs related to supporting our production system; andincreased use of external collection agencies to collect pastdue receivables. The increase in contracting and professionalfees was partially offset by the elimination of the annualadvisory fee paid to our Sponsors, which was discontinued in thethird quarter of 2004.     In the third quarter of 2004, in connection with the Dex MediaIPO, we paid $5.0 million to each of our Sponsors toeliminate the $2.0 million aggregate annual advisory feepayable under our management consulting agreements with theSponsors. This not-recurring termination fee was not incurred inthe third quarter of 2005.     Bad debt expense increased $1.6 million, or 8.9%, to$18.9 million for the nine months ended September 30,2005 from $17.4 million for the nine months endedSeptember 30, 2004. Bad debt expense as a percentage oftotal revenue, excluding the effects of purchase accounting in2004, was 2.7% for the nine months ended September 30,2005, and 2.5% for the nine months ended September 30,2004. The increase in bad debt expense reflects theCompany’s decision to accept higher levels of credit risk.     All other general and administrative expense was$15.0 million and $16.3 million for the nine monthsended September 30, 2005 and 2004, respectively.***Depreciation and Amortization***     During the three months ended September 30, 2005, theCompany shortened the estimated useful life of certain softwareprojects. The Company accounts for such changes in estimateprospectively from the date of the change.***Amortization of intangibles***     For the nine months ended September 30, 2005 and 2004 werecognized $144.0 million and $173.5 million,respectively, in amortization expense related to ouridentifiable intangible assets. The decrease in amortizationexpense from the prior year was the result of a declining methodused to amortize the value of the acquired customer accounts inproportion with their estimated retention lives.***Interest expense***     Interest expense was $155.4 million and $162.3 millionfor the nine months ended September 30, 2005 and 2004,respectively. The decrease in interest expense is primarily aresult of debt repayments including the redemption of$18.2 million on the senior subordinated debt paid inconjunction with the Dex Media IPO. Interest expense for thenine months ended September 30, 2005 and 2004 includes$14.6 million and $19.8 million, respectively, ofamortization of deferred financing costs. Interest expense forthe nine months ended September 30, 2004 also includes$1.8 million of early redemption premiums paid to redeem aportion our senior subordinated notes.***Income taxes***     SFAS No. 109 requires that we recognize deferredincome tax assets on net operating losses to the extentrealization of these assets is more likely than not. As ofSeptember 30, 2005 we have recorded $18.6 million ofnet deferred income tax liabilities. Included in the netdeferred tax liability is a deferred tax asset of$32.3 million relating to estimated net operating losscarryforwards of $88.0 million. As of December 31,2004 we recorded $15.7 million of net deferred income taxassets, of which $42.5 million resulted from estimated netoperating loss carryforwards of $110.6 million. Netoperating loss carryforwards do not begin to expire until 2023.Based upon current projections of taxable income and expenses,we have determined that it is more likely than not that we willutilize these deferred tax assets before the expiration of thenet operating loss carryforward periods. Accordingly, novaluation allowance has been recorded.
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**Material Trends, Known Facts and Uncertainties*****Directory Services Revenue***     For the nine months ended September 30, 2005, approximately97% of our revenue came from directory services, our bundledadvertising solution that includes print, Internet-baseddirectories and CD-ROMs. Our ability to increase directoryservices revenue is dependent on our ability to attract andretain advertisers or increase revenue per advertiser accountthrough a change in advertising volume and/or rates.     While we do not believe there has been any material change inour advertiser account renewal rate, we were unable to reportour renewal rate in 2004 or to date in 2005 due to ourconversion to the Amdocs software system. The Amdocs conversionhas resulted in certain of our customer account categories beingreclassified, which may result in a change in how we report ourtotal number of customer accounts, thereby having an effect onour reported renewal rate. Further, we believe that our revenueper advertiser account has likely increased primarily as aresult of the inherent value in our products resulting in acontinued ability to increase prices.***Segmented Pricing***     We are continuing to implement a more sophisticated segmentedpricing strategy, which prices advertisements by headingcategory. We believe that implementing this strategy willimprove advertiser retention ultimately improving revenue growthas we better align our pricing with our customers’perception of value.***Competition***     The U.S. directory advertising industry continues to bevery competitive. There are a number of independent directorypublishers and publishers affiliated with local exchangecarriers with which we compete in one or more of the Dex WestStates. On average, there are two to three competing directories(including Dex) in each of our local markets. Competition fromother yellow pages publishers affects our ability to attract andretain advertisers and to increase advertising rates.     Through our Internet-based directory, DexOnline.com, we competewith these publishers and with other Internet sites providingsearch and classified directory information. In addition, wecompete against other forms of media, including newspapers,radio, television, the Internet, billboards and direct mail forbusiness advertising.***Internet***     We believe that our Internet-based directory, DexOnline.com, isan extension of our printed directories. We believe that anydecline in the usage of our printed directories could be offsetby an increase in usage of our Internet-based directory,DexOnline.com, which was the number one rated Internet YellowPages local search site during 2004 and in the first quarter of2005 in the Dex States as reported by comScore. Additionally,the full roll-out of our Search Engine Marketing(“SEM”) product, Dex Web Clicks, will serve to provideour advertisers with a simplified solution to theirparticipation in the complex area of auction-based internetadvertising and could provide us with incremental revenuegrowth. However, if we are unsuccessful in monetizing increasedusage from our Internet-based directory or are not able toeffectively deliver our SEM product, our business could benegatively impacted.***Paper Prices***     Paper is our principal raw material. Substantially all of thepaper that we use (other than for covers) is supplied by twocompanies: Nippon Paper Industries USA, Co., Ltd. and CatalystPaper Corporation, formerly Norske Skog Canada (USA), Inc.Prices under these two agreements are negotiated each year basedon prevailing market rates, which have been declining consistentwith general U.S. market trends for directory paper overthe last three years. After recent favorable trends, beginningin the second half of 2004, pulp prices have been increasing atrates higher than the general inflation rate. This has resultedin upward pressure on
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our paper prices. The effect of such upward price pressure,however, will be moderated due to the fact that prices underboth our paper agreements are subject to certain priceescalation limits.***Fuel Prices***     Fuel is an indirect and minor part of our cost structure. Risingfuel prices could impact the transportation and distribution ofour print directories at current service and cost levels. Ourexisting transportation contract caps the diesel fuel surchargewell below the spot market diesel fuel surcharges. Althoughthere is no current impact on our service levels andtransportation/distribution costs, rising fuel costs couldimpact us in the future.***Income Taxes***     The Company is subject to income taxes in the United States. TheCompany is currently under audit by the IRS for the tax yearsending November 30, 2002 and 2003. In connection with theaudit, the Company and the IRS have agreed that approximately$48 million of costs incurred to consummate the Dex EastAcquisition and Dex West Acquisition should be capitalized tothe cost of the assets acquired and amortized over15 years. This settlement is not material to our financialposition, results of operations, or cash flows.**New Accounting Standards**     On March 29, 2005, the SEC released SAB No. 107,which provides an interpretation of SFAS No. 123R andits interaction with certain SEC rules and regulations andprovides the SEC’s views regarding the valuation ofshare-based payment arrangements for public companies.SAB No. 107 provides guidance with regard toshare-based payment transactions with non-employees, thetransition from nonpublic to public entity status, valuationmethods (including assumptions such as expected volatility andexpected term), the accounting for certain redeemable financialinstruments issued under share-based payment arrangements, theclassification of compensation expense, non-GAAP financialmeasures, first-time adoption of SFAS No. 123R, themodification of employee share options prior to adoptions ofSFAS No. 123R and disclosures in Management’sDiscussion and Analysis subsequent to the adoption ofSFAS No. 123R. Based upon the number of stock optionsoutstanding as of September 30, 2005, the Company does notexpect that the adoption of SAB No. 107 will not havea material impact on its results of operations.     On April 14, 2005, the SEC announced the adoption of a newrule that amends the compliance dates forSFAS No. 123R. Originally, registrants would have beenrequired to implement the standard as of the beginning of thefirst interim or annual period that begins after June 15,2005. The SEC’s new rule requires companies to implementSFAS No. 123R at the beginning of their first fiscalyear beginning on or after June 15, 2005, instead of thefirst reporting period that begins after June 15, 2005. Asa result, the financial statements of the Company must complywith SFAS No. 123R beginning with the interimfinancial statements for the first quarter of 2006. TheSEC’s new rule does not change the accounting required bySFAS No. 123R; it changes only the dates forcompliance with the standard.     During May 2005, the FASB issued SFAS No. 154. Thisstatement applies to all voluntary changes in accountingprinciple and requires retrospective application of the newaccounting principle to prior accounting periods as if thatprinciple has always been used. In addition, this statementrequires that a change in depreciation method be accounted foras a change in estimate. The requirements are effective forchanges made in fiscal years beginning after December 15,2005. The Company does not expect the adoption ofSFAS No. 154 to have a material impact on itsfinancial statements.**Cautionary Note Regarding Forward-Looking Statements**     This quarterly report contains “forward-lookingstatements,” within the meaning of Section 27A of theSecurities Act of 1933, as amended and Section 21E of theSecurities Exchange Act of 1934, as amended (the “ExchangeAct”). These statements relate to future events or ourfuture financial performance, and involve known and unknownrisks, uncertainties and other factors that may cause our actualresults, levels of activity, performance or achievements to bematerially different from any future results, levels ofactivity, performance
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or achievements expressed or implied by these forward-lookingstatements. Such risks and uncertainties are described in detailin our Annual Report on Form 10-K for the year endedDecember 31, 2004 and include, but are not limited to:(i) our substantial indebtedness, which could impair ourability to operate our business; (ii) the terms of oursubsidiaries’ credit facilities and indentures, which mayrestrict our access to cash flow and our ability to pursue ourbusiness strategies; (iii) increased competitive pressurefrom other directory publishers or media companies;(iv) the loss of any of our key agreements with Qwest;(v) declining usage of printed yellow page directories;(vi) our inability to renew customer advertising contracts;(vii) risks related to the start-up of new print orInternet directories and media services; (viii) ourpractice of extending credit to small and medium-sizedbusinesses; (ix) our dependence on third-party providers ofprinting, distribution and delivery services; (x) theimpact of fluctuations in the price or availability of paper;(xi) our failure to successfully convert to the Amdocssoftware system; (xii) the impact of turnover among salesrepresentatives or the loss of key personnel; (xiii) theoccurrence of work stoppages; and (xiv) general economic,market or business conditions. In some cases, you can identifyforward-looking statements by terminology such as“may,” “will,” “should,”“expects,” “intends,” “plans,”“anticipates,” “believes,”“estimates,” “predicts,”“potential,” “continue,”“assumption” or the negative of these terms or othercomparable terminology. These statements are only predictions.     In particular, forward-looking statements include, but are notlimited to, statements made under the heading“Management’s Narrative Analysis of Results ofOperations” relating to our strategies, revenue and costtrends, gross margins, cost savings benefits, industry andcompetitive forces, our segmented pricing strategy, usage ofDexOnline.com and Dex Web Clicks and the impact on the Companyof recent accounting pronouncements.     The following additional factors related to the proposed mergerof Dex Media and RHD could cause actual results to differ fromthose set forth in the forward-looking statements: (i) theability to obtain governmental approvals of Dex Media’sproposed merger with RHD on the proposed terms and on schedule;(ii) the failure of RHD and Dex Media stockholders toapprove the merger; (iii) the risk that the Dex Media andRHD businesses will not be integrated successfully;(iv) the risk that the cost savings and any revenuesynergies from the merger may not be fully realized or may takelonger to realize than expected; (v) disruption from themerger, making it more difficult to maintain relationships withcustomers, employees or suppliers; and (vi) generaleconomic conditions and consumer sentiment in the markets servedby Dex Media and RHD.     Although we believe that the expectations reflected in theforward-looking statements are reasonable, we cannot guaranteefuture results, levels of activity, performance or achievements.These forward-looking statements are made as of the date of thisquarterly report and, except as required under the federalsecurities laws and the rules and regulations of the SEC, weassume no obligation to update or revise them or to providereasons why actual results may differ.     We do not undertake any responsibility to release publicly anyrevisions to these forward-looking statements to take intoaccount events or circumstances that occur after the date ofthis quarterly report. Additionally, we do not undertake anyresponsibility to update you on the occurrence of anyunanticipated events which may cause actual results to differfrom those expressed or implied by the forward-lookingstatements contained in this quarterly report.**Item 3.*****Quantitative and Qualitative Disclosures About Market    Risk***     Omitted pursuant to General Instructions H(2)(c) ofForm 10-Q.**Item 4.*****Controls and Procedures***     Dex Media West maintains disclosure controls and procedures (asdefined in Rule 13a-15(e) promulgated under the ExchangeAct) that are designed to ensure that information that would berequired to be disclosed in Exchange Act reports is recorded,processed, summarized and reported within the time periodsspecified in the SEC’s rules and forms, and that suchinformation is accumulated and communicated to Dex
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Media West’s management, including its Chief ExecutiveOfficer and Chief Financial Officer, as appropriate, to allowtimely decisions regarding required disclosure.     As of the end of the period covered by this report, Dex MediaWest carried out an evaluation, under the supervision and withthe participation of Dex Media West’s management, includingits Chief Executive Officer and Chief Financial Officer, of theeffectiveness of the design and operation of Dex MediaWest’s disclosure controls and procedures. Based on theforegoing, Dex Media West’s Chief Executive Officer andChief Financial Officer concluded that Dex Media West’sdisclosure controls and procedures were effective as of the endof the period covered by this report.     During the three months ended September 30, 2005, there wasno change in Dex Media West’s internal control overfinancial reporting that has materially affected, or isreasonably likely to materially affect, Dex Media West’sinternal controls over financial reporting.**PART II.****OTHER INFORMATION****Item 1.*****Legal Proceedings***     From time to time, we are a party to litigation matters arisingin connection with the normal course of our business. In many ofthese matters, plaintiffs allege that they have suffered damagesfrom errors or omissions or improper listings contained indirectories published by us. Although we have not had notice ofany such claims that we believe to be material, any pending orfuture claim could have a material adverse effect on ourbusiness.     In addition, we are exposed to defamation and breach of privacyclaims arising from our publication of directories and ourmethods of collecting, processing and using personal data. Thesubjects of our data and users of data that we collect andpublish could have claims against us if such data were found tobe inaccurate, or if personal data stored by us were improperlyaccessed and disseminated by unauthorized persons. Although todate we have not had notice of any material claims relating todefamation or breach of privacy claims, we may be party tolitigation matters that could have a material adverse effect onour business.**Item 2.*****Unregistered Sales of Equity Securities and Use of    Proceeds***     Omitted pursuant to General Instructions H(2)(b) ofForm 10-Q.**Item 3.*****Defaults Upon Senior Securities***     Omitted pursuant to General Instructions H(2)(b) ofForm 10-Q.**Item 4.*****Submission of Matters to a Vote of Security Holders***     Omitted pursuant to General Instructions H(2)(b) ofForm 10-Q.**Item 5.*****Other Information*****Item 6.*****Exhibits***   **Exhibits** **Description**       Exhibit 31.1     Certification of Chief Executive Officer of Dex Media West LLC    pursuant to Section 302 of the Sarbanes Oxley Act of 2002.     Exhibit 31.2     Certification of Chief Financial Officer of Dex Media West LLC    pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
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**SIGNATURE**     Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly causedthis report to be signed by the undersigned, thereunto dulyauthorized.     DEX MEDIA WEST LLC By:     /s/ SCOTT A. POMEROY       Scott A. Pomeroy *Executive Vice President and Chief Financial Officer* *(Principal Financial Officer and Duly Authorized Officer)*Date: November 10, 2005
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**EXHIBIT INDEX**   **Exhibits** **Description**       Exhibit 31.1     Certification of Chief Executive Officer of Dex Media West LLC    pursuant to Section 302 of the Sarbanes Oxley Act of 2002.     Exhibit 31.2     Certification of Chief Financial Officer of Dex Media West LLC    pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
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