##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




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Form 10-Q

|   |  |                                                                                             
|-- |  | --------------------------------------------------------------------------------------------
|x  |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|  
|   |  | For the quarterly period ended March 31,
    2004                                           
|  
|or
|  
|o  |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  
|   |  | For the transition period
    from           to                                             

Commission file number: 333-102395

Dex Media West LLC

(Exact name of registrant as specified in its
charter)


|                                                                   |  |                                      
|------------------------------------------------------------------ |  | -------------------------------------
|Delaware                                                           |  | 25-1903487                           
|(State or other jurisdiction of
    incorporation or organization) |  | (IRS Employer
    Identification No.)

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) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past 90 days. Yes x No
o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Exchange Act). Yes o No
x



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TABLE OF CONTENTS



|                                             |  |  |  |  |  |  |  | 
|-------------------------------------------- |  |  |  |  |  |  |  | 
|Certification of CEO Pursuant to Section 302
|Certification of CFO Pursuant to Section 302
|Certification of CEO Pursuant to Section 906
|Certification of CFO Pursuant to Section 906



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##### Table of Contents



INDEX

|                                  |  |                                                                                                                  |    |         |    | 
|--------------------------------- |  | ---------------------------------------------------------------------------------------------------------------- | -- | ------- | -- | 
|                                  |  |                                                                                                                  |    | Page   
|                                  |  |                                                                                                                  |    | Numbers
|                                  |  |                                                                                                                  |    |        
|PART I: FINANCIAL
    INFORMATION
|Item 1.                           |  | Financial Statements                                                                                             |    |         | 2  | 
|                                  |  | Condensed Consolidated Balance Sheets
    (unaudited)  March 31, 2004 and
    December 31, 2003                 |    |         | 2  | 
|                                  |  | Condensed Consolidated Statements of Operations
    (unaudited)  Three Months Ended March 31, 2004
    and 2003 |    |         | 3  | 
|                                  |  | Condensed Consolidated Statements of Cash Flows
    (unaudited)  Three Months Ended March 31, 2004
    and 2003 |    |         | 4  | 
|                                  |  | Notes to Condensed Consolidated Financial
    Statements (unaudited)                                             |    |         | 5  | 
|Item 2.                           |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations                        |    |         | 16 | 
|Item 3.                           |  | Quantitative and Qualitative Disclosures about
    Market Risk                                                   |    |         | 27 | 
|Item 4.                           |  | Controls and Procedures                                                                                          |    |         | 28 | 
|PART II: OTHER INFORMATION       
|Item 1.                           |  | Legal Proceedings                                                                                                |    |         | 28 | 
|Item 2.                           |  | Changes in Securities and Use of Proceeds                                                                        |    |         | 29 | 
|Item 3.                           |  | Defaults upon Senior Securities                                                                                  |    |         | 29 | 
|Item 4.                           |  | Submission of Matters to a Vote of Security
    Holders                                                          |    |         | 29 | 
|Item 5.                           |  | Other Information                                                                                                |    |         | 29 | 
|Item 6.                           |  | Exhibits and Reports on Form 8-K                                                                                 |    |         | 29 | 
|Signature                         |  |                                                                                                                  | 30 |        
|Certifications                    |  |                                                                                                                  |    |        



1



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##### Table of Contents



PART I.

FINANCIAL INFORMATION

Item I.     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       
|                                                                                              |                                        | March 31,                 |                                      | December 31,
|                                                                                              |                                        | 2004                      |                                      | 2003        
|                                                                                              |                                        |                           |                                      |             
|ASSETS                                                                                       
|Current assets:                                                                               |                                        |                           |                                      |              |           |           |           |        
|                                                                                              | Cash and cash equivalents              |                           | $                                    | 8,369        |           |           | $         | 4,658   |          
|                                                                                              | Accounts receivable, net               |                           |                                      | 58,328       |           |           |           | 53,114  |          
|                                                                                              | Deferred directory costs               |                           |                                      | 164,368      |           |           |           | 142,293 |          
|                                                                                              | Current deferred taxes                 |                           |                                      | 3,732        |           |           |           | 3,876   |          
|                                                                                              | Other current assets                   |                           |                                      | 3,065        |           |           |           | 5,461   |          
|                                                                                              |                                        |                           |                                      |              |           |           |           |        
|                                                                                              |                                        | Total current assets      |                                      |              | 237,862   |           |           |         | 209,402   |          
|Property, plant and equipment, net                                                            |                                        |                           | 49,825                               |              |           |           | 38,016    |        
|Goodwill                                                                                      |                                        |                           | 2,193,335                            |              |           |           | 2,198,586 |        
|Intangible assets, net                                                                        |                                        |                           | 1,843,471                            |              |           |           | 1,901,300 |        
|Deferred income taxes                                                                         |                                        |                           | 14,316                               |              |           |           | 13,778    |        
|Deferred financing costs                                                                      |                                        |                           | 96,090                               |              |           |           | 102,794   |        
|Other assets                                                                                  |                                        |                           | 2,956                                |              |           |           | 2,955     |        
|                                                                                              |                                        |                           |                                      |              |           |           |           |        
|                                                                                              |                                        | Total Assets              |                                      | $            | 4,437,855 |           |           | $       | 4,466,831 |          
|                                                                                              |                                        |                           |                                      |              |           |           |           |        
|LIABILITIES AND OWNERS EQUITY                                                               
|Current liabilities:                                                                          |                                        |                           |                                      |              |           |           |           |        
|                                                                                              | Accounts payable                       |                           | $                                    | 26,961       |           |           | $         | 16,694  |          
|                                                                                              | Amounts due to affiliate               |                           |                                      | 14,811       |           |           |           | 28,554  |          
|                                                                                              | Deferred revenue and customer deposits |                           |                                      | 102,115      |           |           |           | 68,232  |          
|                                                                                              | Accrued interest payable               |                           |                                      | 21,035       |           |           |           | 49,405  |          
|                                                                                              | Current portion of long-term debt      |                           |                                      | 33,245       |           |           |           | 20,178  |          
|                                                                                              | Other accrued liabilities              |                           |                                      | 4,031        |           |           |           | 6,113   |          
|                                                                                              |                                        |                           |                                      |              |           |           |           |        
|                                                                                              |                                        | Total current liabilities |                                      |              | 202,198   |           |           |         | 189,176   |          
|Long-term debt                                                                                |                                        |                           | 3,139,755                            |              |           |           | 3,182,822 |        
|Amounts due to affiliate related to
    post-retirement and other post-employment obligations |                                        |                           | 37,219                               |              |           |           | 35,519    |        
|Other liabilities                                                                             |                                        |                           | 376                                  |              |           |           | 408       |        
|                                                                                              |                                        |                           |                                      |              |           |           |           |        
|                                                                                              |                                        | Total Liabilities         |                                      |              | 3,379,548 |           |           |         | 3,407,925 |          
|                                                                                              |                                        |                           |                                      |              |           |           |           |        
|Commitments and contingencies (Note 9)                                                        |                                        |                           |                                      |              |           |           |           |        
|Accumulated deficit                                                                           |                                        |                           | (28,407                              | )            |           |           | (27,808   | )      
|Owners interest                                                                              |                                        |                           | 1,086,714                            |              |           |           | 1,086,714 |        
|                                                                                              |                                        |                           |                                      |              |           |           |           |        
|                                                                                              |                                        | Total Owners Equity      |                                      |              | 1,058,307 |           |           |         | 1,058,906 |          
|                                                                                              |                                        |                           |                                      |              |           |           |           |        
|                                                                                              |                                        |                           | Total Liabilities and Owners Equity |              | $         | 4,437,855 |           |         | $         | 4,466,831 | 
|                                                                                              |                                        |                           |                                      |              |           |           |           |        

See accompanying notes to condensed consolidated
financial statements.

2



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##### Table of Contents



DEX MEDIA WEST LLC

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


CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS

(Dollars in thousands)


(Unaudited)


|                               |                                       |                          |         |              |         |   |         |         |         | 
|------------------------------ | ------------------------------------- | ------------------------ | ------- | ------------ | ------- | - | ------- | ------- | ------- | 
|                               |                                       | Company                  |         | Predecessor 
|                               |                                       |                          |         |             
|                               |                                       | Three Months             |         | Three Months
|                               |                                       | Ended                    |         | Ended       
|                               |                                       | March 31,                |         | March 31,   
|                               |                                       | 2004                     |         | 2003        
|                               |                                       |                          |         |             
|Revenue                        |                                       | $                        | 207,388 |              |         | $ | 228,615 |        
|Operating Expenses:            |                                       |                          |         |              |         |   |         |        
|                               | Cost of revenue                       |                          |         | 62,822       |         |   |         | 67,611  |        
|                               | General and administrative expense    |                          |         | 21,781       |         |   |         | 16,604  |        
|                               | Bad debt expense                      |                          |         | 7,077        |         |   |         | 7,227   |        
|                               | Depreciation and amortization expense |                          |         | 3,839        |         |   |         | 2,074   |        
|                               | Amortization of intangibles           |                          |         | 57,829       |         |   |         |        |        
|                               |                                       |                          |         |              |         |   |         |        
|                               |                                       | Total operating expenses |         |              | 153,348 |   |         |         | 93,516  | 
|                               |                                       |                          |         |              |         |   |         |        
|                               |                                       | Operating income         |         |              | 54,040  |   |         |         | 135,099 | 
|Other expense (income):        |                                       |                          |         |              |         |   |         |        
|                               | Interest income                       |                          |         | (143         | )       |   |         | (697    | )      
|                               | Interest expense                      |                          |         | 55,176       |         |   |         | 32,355  |        
|                               |                                       |                          |         |              |         |   |         |        
|                               | (Loss) income before income taxes     |                          |         | (993         | )       |   |         | 103,441 |        
|Income tax (benefit) provision |                                       |                          | (394    | )            |         |   | 38,790  |        
|                               |                                       |                          |         |              |         |   |         |        
|                               | Net (loss) income                     |                          | $       | (599         | )       |   | $       | 64,651  |        
|                               |                                       |                          |         |              |         |   |         |        

See accompanying notes to condensed consolidated
financial statements.

3



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##### Table of Contents



DEX MEDIA WEST LLC

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


CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS

(Dollars in thousands)


(Unaudited)


|                                  |                                                  |                                                  |                                       |              |         |         |   |         |        |         | 
|--------------------------------- | ------------------------------------------------ | ------------------------------------------------ | ------------------------------------- | ------------ | ------- | ------- | - | ------- | ------ | ------- | 
|                                  |                                                  | Company                                          |                                       | Predecessor 
|                                  |                                                  |                                                  |                                       |             
|                                  |                                                  | Three Months                                     |                                       | Three Months
|                                  |                                                  | Ended                                            |                                       | Ended       
|                                  |                                                  | March 31,                                        |                                       | March 31,   
|                                  |                                                  | 2004                                             |                                       | 2003        
|                                  |                                                  |                                                  |                                       |             
|Operating activities:             |                                                  |                                                  |                                       |              |         |         |   |        
|                                  | Net (loss) income                                |                                                  | $                                     | (599         | )       |         | $ | 64,651  |       
|Adjustments to net income (loss): |                                                  |                                                  |                                       |              |         |         |   |        
|                                  | Bad debt expense                                 |                                                  |                                       | 7,077        |         |         |   | 7,227   |       
|                                  | Depreciation and amortization expense            |                                                  |                                       | 3,839        |         |         |   | 2,074   |       
|                                  | Amortization of intangibles                      |                                                  |                                       | 57,829       |         |         |   |        |       
|                                  | Amortization of deferred financing costs         |                                                  |                                       | 6,862        |         |         |   | 6,933   |       
|                                  | Deferred tax benefit                             |                                                  |                                       | (394         | )       |         |   | (2,941  | )     
|                                  | Contributions from Qwest in lieu of income taxes |                                                  |                                       |             |         |         |   | 41,731  |       
|                                  | Changes in operating assets and liabilities:     |                                                  |                                       |              |         |         |   |         |       
|                                  |                                                  | Accounts receivable                              |                                       |              | (12,291 | )       |   |         | 7,237  |        
|                                  |                                                  | Deferred directory costs                         |                                       |              | (22,075 | )       |   |         | (2,392 | )      
|                                  |                                                  | Other current assets                             |                                       |              | 2,395   |         |   |         | 2,448  |        
|                                  |                                                  | Accounts payable and other liabilities           |                                       |              | (18,131 | )       |   |         | 11,139 |        
|                                  |                                                  | Deferred revenue and customer deposits           |                                       |              | 33,883  |         |   |         | (5,217 | )      
|                                  |                                                  | Amounts due to affiliates                        |                                       |              | (12,043 | )       |   |         |       |        
|                                  |                                                  | Employee benefit plan obligations and other, net |                                       |              |        |         |   |         | (993   | )      
|                                  |                                                  |                                                  |                                       |              |         |         |   |        
|                                  |                                                  |                                                  | Cash provided by operating activities |              |         | 46,352  |   |         |        | 131,897 | 
|                                  |                                                  |                                                  |                                       |              |         |         |   |        
|Investing activities:             |                                                  |                                                  |                                       |              |         |         |   |        
|                                  | Acquisition of Dex West                          |                                                  |                                       | 5,251        |         |         |   |        |       
|                                  | Expenditures for property, plant and equipment   |                                                  |                                       | (4,505       | )       |         |   |        |       
|                                  | Capitalized software development costs           |                                                  |                                       | (11,143      | )       |         |   |        |       
|                                  |                                                  |                                                  |                                       |              |         |         |   |        
|                                  |                                                  |                                                  | Cash used for investing activities    |              |         | (10,397 | ) |         |        |        | 
|                                  |                                                  |                                                  |                                       |              |         |         |   |        
|Financing activities:             |                                                  |                                                  |                                       |              |         |         |   |        
|                                  | Proceeds from issuance of short-term debt        |                                                  |                                       | 23,000       |         |         |   |        |       
|                                  | Repayments of short-term debt                    |                                                  |                                       | (23,000      | )       |         |   |        |       
|                                  | Borrowings from affiliates                       |                                                  |                                       |             |         |         |   |        |       
|                                  | Repayments on long-term debt                     |                                                  |                                       | (30,000      | )       |         |   |        |       
|                                  | Payment of financing costs                       |                                                  |                                       | (157         | )       |         |   |        |       
|                                  | Dividend to Owner                                |                                                  |                                       | (2,087       | )       |         |   |        |       
|                                  |                                                  |                                                  |                                       |              |         |         |   |        
|                                  |                                                  |                                                  | Cash used for financing activities    |              |         | (32,244 | ) |         |        |        | 
|                                  |                                                  |                                                  |                                       |              |         |         |   |        
|Cash and cash equivalents:        |                                                  |                                                  |                                       |              |         |         |   |        
|                                  | Increase                                         |                                                  |                                       | 3,711        |         |         |   | 131,897 |       
|                                  | Beginning balance                                |                                                  |                                       | 4,658        |         |         |   | 161,338 |       
|                                  |                                                  |                                                  |                                       |              |         |         |   |        
|                                  |                                                  |                                                  | Ending balance                        |              | $       | 8,369   |   |         | $      | 293,235 | 
|                                  |                                                  |                                                  |                                       |              |         |         |   |        

See accompanying notes to condensed consolidated
financial statements.

4



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##### Table of Contents



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) | Acquisition

On August 19, 2002, Dex Holdings LLC
(Dex Holdings), the parent of Dex Media, Inc.
(Dex Media), new entities formed by the private
equity firms of The Carlyle Group and Welsh, Carson,
Anderson & Stowe (WCAS) (together, the
Sponsors), entered into concurrent purchase
agreements (the Dex East Purchase Agreement and the
Dex West Purchase Agreement) to purchase the
business of Qwest Dex Holdings, Inc. and its wholly-owned
subsidiary Qwest Dex, Inc. (together Qwest Dex) from
Qwest Communications International Inc. (Qwest) in
two separate phases.

In the first phase, consummated on
November 8, 2002, Dex Holdings assigned its right to
purchase the directory business in the Dex East States (as
defined below) to Dex Media East LLC (Dex Media
East), an indirect wholly-owned subsidiary of Dex Media.
Dex Media East now operates the directory business in Colorado,
Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South
Dakota (the Dex East States). The total amount of
consideration paid for Qwest Dexs directory business in
the Dex East States was $2.8 billion (excluding fees and
acquisition costs).

In the second phase (the
Acquisition), consummated on September 9, 2003,
Qwest Dex contributed its remaining assets and liabilities
relating to its directory business in the Dex West States (as
defined below) to GPP LLC, a newly-formed limited liability
company. Immediately following this contribution, Dex Media West
LLC, (Dex Media West or the Company), an
indirect wholly-owned subsidiary of Dex Media, purchased all of
the interests in GPP LLC for $4.3 billion (excluding fees,
acquisition costs and subject to adjustments relating to working
capital levels). Immediately following such purchase, Dex Media
West merged with GPP LLC. Dex Media West now operates the
directory business acquired in Arizona, Idaho, Montana, Oregon,
Utah, Washington and Wyoming (the Dex West States).
In conjunction with the sale, Dex West employees became
employees of Dex Media West and were immediately transferred to
Dex Media East. On January 1, 2004, all employees of Dex
Media East were transferred to another indirect wholly-owned
subsidiary of Dex Media, Dex Media Services LLC (or
Service Co.).



|    |                     
|--- | --------------------
|(b) | Predecessor Business

The combined financial statements of the acquired
business in the Dex West States prior to the September 9,
2003 acquisition date, referred to as Dex West or
the Predecessor, represent a component of Qwest Dex
and include the operating activities of Qwest Dex for the Dex
West States.



|    |           
|--- | ----------
|(c) | Operations

The Company is the exclusive official directory
publisher for Qwest Corporation, Qwests local exchange
carrier (Qwest LEC), in the Dex West States, which
is the primary local exchange carrier in most service areas
within the Dex West States. As a result, the Company is the
largest telephone directory publisher of white and yellow pages
directories to businesses and residents in the Dex West States.
The Company provides directory and Internet solutions to local
and national advertisers. Virtually all of the Companys
revenue is derived from the sale of advertising in its various
directories. Published directories are distributed to businesses
and residents in the Dex West States through third-party vendors.

(2) Basis of Presentation



|    |            
|--- | -----------
|(a) | The Company

The accompanying condensed consolidated interim
financial statements are unaudited. In compliance with the
Securities and Exchange commissions (SEC)
instructions for interim financial statements, certain

5



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##### Table of Contents



DEX MEDIA WEST LLC


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


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

information and footnote disclosures normally
included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of
America have been omitted. In managements opinion, the
condensed consolidated financial statements reflect all
adjustments (which consists of normal recurring adjustments)
necessary to fairly present the condensed consolidated results
of operations, cash flows and financial position of the Company
as of March 31, 2004 and December 31, 2003 and for the
three months ended March 31, 2004 and 2003. These condensed
consolidated financial statements should be read in conjunction
with the audited consolidated financial statements of the
Company as of December 31, 2003 and 2002 and for the
periods from September 10 to December 31, 2003 and
from January 1 to September 9, 2003, and for the years
ended December 31, 2002 and 2001 included in the
Companys Form S-4 Amendment No. 2 as filed with
the SEC. The condensed consolidated results of operations for
the three months ended March 31, 2004 are not necessarily
indicative of the results expected for the full year.

Dex West is considered the Predecessor to the
Company. As such, the historical financial statements of Dex
West are included in the accompanying consolidated financial
statements, including the combined statements of operations and
cash flows for the three months ended March 31, 2003,
(together, the Predecessor Financial Statements).
The Predecessor Financial Statements have not been adjusted to
give effect to the Acquisition. As such, the consolidated
financial statements of the Company after the Acquisition are
not comparable to the Predecessor Financial Statements prior to
the Acquisition. In managements opinion, the consolidated
financial statements reflect all adjustments (which consist of
normal recurring adjustments) necessary to fairly present the
consolidated results of operations and financial position of the
Company for all periods presented. The results of operations for
the three months ended March 31, 2004 are not necessarily
indicative of the results expected for the full year.



|    |                
|--- | ---------------
|(b) | The Predecessor

The accompanying combined financial statements of
the Predecessor include the activities of Qwest Dex for business
conducted in the Dex West States. Because of Dex Wests
relationship with Qwest Dex as well as Qwest and its other
affiliates, the revenue and expenses are not necessarily
indicative of what they would have been had Dex West operated
without the shared resources of Qwest and its affiliates.
Accordingly, these combined financial statements are not
necessarily indicative of future results of operations.

(3) Summary of Significant Accounting
Policies



|    |                            
|--- | ---------------------------
|(a) | Principles of Consolidation

The condensed consolidated financial statements
include the financial statements of Dex Media West and its
wholly-owned subsidiary, Dex Media West Finance Co. All
intercompany balances and transactions have been eliminated in
consolidation.



|    |                 
|--- | ----------------
|(b) | Use of Estimates

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



|    |                    
|--- | -------------------
|(c) | Revenue Recognition

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

6



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##### Table of Contents



DEX MEDIA WEST LLC


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


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Company and the Predecessor publish white and
yellow pages directories primarily with 12-month lives. From
time to time, the Company may choose to change the lives of
certain directories in order to more efficiently manage work and
customer flow. During 2003, the Company determined it would
extend the lives of eight directories published in December 2002
and publish them in January 2004, in most cases. The lives of
the affected directories will be 12 months thereafter.
These extensions did not have a significant impact on our
results of operations for the three months ended March 31,
2004 and are not expected to have a material effect on revenue
or cost of revenue in future periods under the deferral and
amortization method of accounting. For the three months ended
March 31, 2004 and 2003, the Company and the Predecessor
published 41 and 33 directories, respectively.

The Company enters into transactions where the
Companys products and services are promoted by the
customer and, in exchange, the Company carries the
customers advertisement and accounts for these
transactions in accordance with Emerging Issues Task Force
(EITF) Issue No. 99-17, Accounting for
Advertising Barter Transactions.Such transactions
were not significant to the Companys operations for the
three months ended March 31, 2004 and 2003.

In certain cases, the Company enters into
agreements with customers that involve the delivery of more than
one product or service. Revenue for such arrangements is
allocated in accordance with EITF Issue No. 00-21,
Revenue Arrangements with Multiple
Deliverables.



|    |                
|--- | ---------------
|(d) | Cost of Revenue

The Company and the Predecessor account for cost
of revenue under the deferral and amortization method of
accounting. Accordingly, the cost of revenue recognized in a
reporting period consists of (1) costs incurred in that
period and recognized in that period, principally sales salaries
and wages, (2) costs incurred in a prior period, a portion
of which is amortized and recognized in the current period and
(3) costs incurred in the current period, a portion of
which is amortized and recognized in that period and the balance
of which is deferred until future periods. Consequently, there
will be a difference between the cost of revenue recognized in
any given period and the costs incurred in the given period,
which may be significant.

Costs incurred in the current period and subject
to deferral include direct costs associated with the publication
of directories, including sales commissions, paper, printing,
transportation, distribution and pre-press production and
employee and systems support costs relating to each of the
foregoing. Sales commissions include commissions paid to
employees for sales to local advertisers and to third party
certified marketing representatives, which act as the
Companys channel to national advertisers. All deferred
costs related to the sale and production of directories are
recognized ratably over the life of each directory under the
deferral and amortization method of accounting, with cost
recognition commencing in the month of delivery.



|    |                         
|--- | ------------------------
|(e) | Stock-Based Compensation

Company.The Company
accounts for the Stock Option Plan of Dex Media, Inc. under the
recognition and measurement principles of Accounting Principles
Board (APB) Opinion No. 25, Accounting
for Stock Issued to Employees,and related
Interpretations. Had the Company accounted for employee stock
option grants under the fair value method prescribed by
Statement of Financial Accounting Standards (SFAS)

7



---



##### Table of Contents



DEX MEDIA WEST LLC


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


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

No. 123, Accounting for Stock-Based
Compensation,the pro forma results of the Company for
three months ended March 31, 2004 would have been as
follows (in thousands):

|          |             |              |   |      |  
|--------- | ----------- | ------------ | - | ---- | -
|          |             | Three Months
|          |             | Ended       
|          |             | March 31,   
|          |             | 2004        
|          |             |             
|Net Loss: |             |              |   |     
|          | As reported |              | $ | (599 | )
|          | Pro forma   |              |   | (670 | )

Predecessor.Had the
Predecessor accounted for Qwest employee stock option grants
under the fair value method prescribed by
SFAS No. 123, the pro forma net income of Dex West for
the three months ended March 31, 2003 would have been as
follows (in thousands):

|            |             |              |   |        | 
|----------- | ----------- | ------------ | - | ------ | 
|            |             | Three Months
|            |             | Ended       
|            |             | March 31,   
|            |             | 2003        
|            |             |             
|Net Income: |             |              |   |       
|            | As reported |              | $ | 64,651 | 
|            | Pro forma   |              |   | 64,434 | 



|    |                     
|--- | --------------------
|(f) | Income Tax Provision

Income taxes are accounted for under the asset
and liability method. Deferred tax assets and liabilities are
recorded to reflect the future tax consequences of temporary
differences between the financial reporting bases of assets and
liabilities and their tax bases at each year end. Deferred tax
assets and liabilities are measured using the enacted income tax
rates in effect for the year in which those temporary
differences are expected to be recovered or settled. Deferred
tax assets and liabilities are adjusted for future income tax
rate changes in the year the changes are enacted. Deferred tax
assets are recognized for operating losses and tax credit carry
forwards if management believes, based upon existing evidence,
that it is more likely than not that the carry forward will be
utilized. All deferred tax assets are reviewed for realizability
and valuation allowances are recorded if it is more likely than
not that the deferred tax assets will not be realized.



|    |                               
|--- | ------------------------------
|(4) | Goodwill and Intangible Assets

During the three months ended March 31,
2004, goodwill was changed by the following purchase accounting
adjustment (in thousands):

|                             |  |   |           |  
|---------------------------- |  | - | --------- | -
|Balance at December 31, 2003 |  | $ | 2,198,586 |  
|Working capital adjustment   |  |   | (5,251    | )
|                             |  |   |           |  
|Balance at March 31, 2004    |  | $ | 2,193,335 |  
|                             |  |   |           |  

The initial purchase price and fair value
estimates recorded upon the September 9, 2003 Acquisition
were adjusted upon settlement of the working capital adjustment
with the seller in 2004 pursuant to the provisions of the
acquisition agreements.

8



---



##### Table of Contents



DEX MEDIA WEST LLC


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


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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

As of March 31, 2004

|                                  |        |          |         |              |  |            |         |          |   |   |         |           |  |  |              |  | 
|--------------------------------- | ------ | -------- | ------- | ------------ |  | ---------- | ------- | -------- | - | - | ------- | --------- |  |  | ------------ |  | 
|                                  |        | Gross    |         |              |  |            |         |         
|                                  |        | Carrying |         | Accumulated  |  | Net        |         |         
|Intangible Assets                 |        | Value    |         | Amortization |  | Book Value |         | Life    
|                                  |        |          |         |              |  |            |         |         
|Customer relationships  local    |        | $        | 890,000 |              |  | $          | (99,104 | )        |   | $ | 790,896 |           |  |  | 20  years(1) | 
|Customer relationships  national |        |          | 252,000 |              |  |            | (19,543 | )        |   |   | 232,457 |           |  |  | 25  years(1) | 
|Non-compete/publishing agreements |        |          | 359,000 |              |  |            | (5,150  | )        |   |   | 353,850 |           |  |  | 39 years     | 
|Dex Trademark                     |        |          | 385,000 |              |  |            |        |          |   |   | 385,000 |           |  |  | Indefinite   | 
|Qwest Dex Trademark agreement     |        |          | 65,000  |              |  |            | (8,703  | )        |   |   | 56,297  |           |  |  | 4 years      | 
|Advertising agreements            |        |          | 26,000  |              |  |            | (1,029  | )        |   |   | 24,971  |           |  |  | 14 years     | 
|                                  |        |          |         |              |  |            |         |          |   |   |         |           |  |  |              | 
|                                  | Totals |          | $       | 1,977,000    |  |            | $       | (133,529 | ) |   | $       | 1,843,471 |  |  |              |  | 
|                                  |        |          |         |              |  |            |         |          |   |   |         |           |  |  |              | 

As of December 31, 2003

|                                  |        |          |         |              |  |            |         |         |   |   |         |           |  |  |              |  | 
|--------------------------------- | ------ | -------- | ------- | ------------ |  | ---------- | ------- | ------- | - | - | ------- | --------- |  |  | ------------ |  | 
|                                  |        | Gross    |         |              |  |            |         |        
|                                  |        | Carrying |         | Accumulated  |  | Net        |         |        
|Intangible Assets                 |        | Value    |         | Amortization |  | Book Value |         | Life   
|                                  |        |          |         |              |  |            |         |        
|Customer relationships  local    |        | $        | 890,000 |              |  | $          | (56,411 | )       |   | $ | 833,589 |           |  |  | 20  years(1) | 
|Customer relationships  national |        |          | 252,000 |              |  |            | (11,023 | )       |   |   | 240,977 |           |  |  | 25  years(1) | 
|Non-compete/publishing agreements |        |          | 359,000 |              |  |            | (2,860  | )       |   |   | 356,140 |           |  |  | 39 years     | 
|Dex Trademark                     |        |          | 385,000 |              |  |            |        |         |   |   | 385,000 |           |  |  | Indefinite   | 
|Qwest Dex Trademark agreement     |        |          | 65,000  |              |  |            | (4,834  | )       |   |   | 60,166  |           |  |  | 4 years      | 
|Advertising agreements            |        |          | 26,000  |              |  |            | (572    | )       |   |   | 25,428  |           |  |  | 14 years     | 
|                                  |        |          |         |              |  |            |         |         |   |   |         |           |  |  |              | 
|                                  | Totals |          | $       | 1,977,000    |  |            | $       | (75,700 | ) |   | $       | 1,901,300 |  |  |              |  | 
|                                  |        |          |         |              |  |            |         |         |   |   |         |           |  |  |              | 



---



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

9



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##### Table of Contents



DEX MEDIA WEST LLC


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


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|    |               
|--- | --------------
|(5) | Long-Term Debt

Long-term debt is comprised of the following (in
thousands, in descending order of right of payment):

|                                                                                                                                                                                                                                |  |           |           |              |  |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | --------- | ------------ |  | - | --------- | -
|                                                                                                                                                                                                                                |  | March 31, |           | December 31,
|                                                                                                                                                                                                                                |  | 2004      |           | 2003        
|                                                                                                                                                                                                                                |  |           |           |             
|Notes payable to banks, Tranche A Term Loan,
    bearing interest at adjusted London Interbank Offer Rates
    (LIBOR) plus the current applicable interest spread
    of 2.75% (weighted average of 3.87% at March 31, 2004) |  | $         | 892,445   |              |  | $ | 905,778   |  
|Notes payable to banks, Tranche B Term Loan,
    bearing interest at adjusted LIBOR plus the current applicable
    interest spread of 2.75% (weighted average of 3.87% at
    March 31, 2004)                                  |  |           | 1,115,555 |              |  |   | 1,132,222 |  
|Unsecured senior notes, due August 2010, bearing
    interest at 8.5%                                                                                                                                                           |  |           | 385,000   |              |  |   | 385,000   |  
|Unsecured senior subordinated notes, due August
    2013, bearing interest at 9.875%                                                                                                                                            |  |           | 780,000   |              |  |   | 780,000   |  
|                                                                                                                                                                                                                                |  |           |           |              |  |   |           |  
|                                                                                                                                                                                                                                |  |           | 3,173,000 |              |  |   | 3,203,000 |  
|Less: current portion of long-term debt                                                                                                                                                                                         |  |           | (33,245   | )            |  |   | (20,178   | )
|                                                                                                                                                                                                                                |  |           |           |              |  |   |           |  
|                                                                                                                                                                                                                                |  | $         | 3,139,755 |              |  | $ | 3,182,822 |  
|                                                                                                                                                                                                                                |  |           |           |              |  |   |           |  

As of March 31, 2004, there were no
borrowings under the revolving credit facility. The Company paid
interest and fees on the bank facility, senior notes and senior
subordinated notes of $76.1 million during the three months
ended March 31, 2004. As of March 31, 2004, the
Company was in compliance with all debt covenants under its
credit facilities.



|    |                      
|--- | ---------------------
|(6) | Short-Term Borrowings

In September 2002, Qwest Dex, Inc. issued to the
Predecessor $750.0 million in debt with a two-year
maturity. The loan consisted of a fixed interest rate component,
at a rate of 14% per annum, and a floating interest rate
component, at LIBOR plus 11.50% which was 12.8% at
March 31, 2003. The loan was guaranteed by Qwest Dex
Holdings, Inc. and Qwest Services Corporation (QSC),
and the obligations are secured by a first priority pledge of
the stock of Qwest Dex, a first priority pledge of substantially
all of the assets of Qwest Dex and a second priority pledge of
the stock of Qwest Corporation (QC), a wholly owned
subsidiary of Qwest. The loan agreement includes certain
financial covenants, including an interest coverage ratio based
on EBITDA to interest expense with a minimum ratio of 4.75:1 and
a debt to EBITDA ratio of 1.75:1 and other covenants limiting
Dexs ability to incur additional debt or liens, pay
dividends and make investments. Upon the completion of the sale
of Dex West, the entire $750 million debt balance was
repaid. The Predecessor paid interest of approximately
$22 million for the three months ended March 31, 2003.

In addition, Qwest granted a secondary priority
pledge of the stock of Qwest Dex Holdings, Inc. and Qwest Dex,
Inc. and certain assets of Qwest Dex, Inc. to its banks in
connection with an amendment of its credit facility. Qwest Dex,
Inc. and Qwest Dex Holdings, Inc. are guarantors of the credit
facility. The amount of the guarantee is limited to the maximum
amount outstanding under the loan. The credit facility, as
amended, includes several restrictive covenants which, among
other things, limits Qwests ability to incur additional
debt or liens; pay dividends; repurchase Qwests common
stock; sell, lease, transfer or dispose of assets; make
investments; and merge with another company.

10



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##### Table of Contents



DEX MEDIA WEST LLC


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


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|    |              
|--- | -------------
|(7) | Stock Options

Company.On
November 8, 2002, Dex Media adopted the Stock Option Plan
of Dex Media, Inc. (the Plan) that permits the grant
of nonqualified and incentive stock options to its employees,
consultants and independent directors or those of its
wholly-owned subsidiaries. As of March 31, 2004 and
December 31, 2003, the maximum number of shares of common
stock available for grant was 623,000, respectively. The
Compensation Committee of Dex Media determines the terms for
each option. Generally, all outstanding stock options have an
exercise price that was equal to the estimated fair value of the
common stock on the date the stock option was granted. However,
in certain instances stock options have been granted with an
exercise price below the fair value of the common stock on the
date of grant. All outstanding options have a term of ten years.
Outstanding options vest in two segments. Subject to the
optionees continued employment with the Company
(1) 25% of the options granted will vest in equal annual
installments of 5% each on each December 31 beginning in
the year of grant or the following year, depending upon when
during the calendar year the options are granted, and ending
five years after; and (2) 75% of the options granted will
vest on the eighth anniversary of the grant date; however, an
installment equal to 15% of the options granted shall become
vested following each of the fiscal years beginning the year of
grant or the following year, depending upon when during the
calendar year the options are granted, and ending five years
after if certain EBITDA targets are met with respect to each
year.

On November 8, 2003, Dex Media declared and
paid a distribution to its parent of $750.2 million. As a
result of the distribution and as provided under the Plan, Dex
Media adjusted the exercise price of all outstanding options to
$60, effective November 10, 2003. As the aggregate
intrinsic value of the awards immediately after the change in
exercise price was not greater than the aggregate intrinsic
value of the awards immediately prior to the change in exercise
price, and as the ratio of the exercise price per share to the
market price per share was not reduced, the adjustment to the
exercise price of the options did not result in any accounting
recognition in the Companys consolidated statements of
operations in accordance with APB Opinion No. 25 and FASB
Interpretation No. (FIN) 44,
Accounting for Certain Transactions Involving Stock
Compensation.

On January 28, 2004, Dex Media declared
another distribution to its parent of $250.5 million. As a
result of the distribution and as allowed under the Plan, Dex
Media adjusted the exercise price of outstanding options to
$46.43 and increased the number of outstanding options by
9.3587%, effective March 3, 2004. As the aggregate
intrinsic value of the awards immediately after the change in
exercise price was not greater than the aggregate intrinsic
value of the awards immediately prior to the change in exercise
price, and as the ratio of the exercise price per share to the
market price per share was not reduced, the adjustment to the
exercise price of the options did not result in any accounting
recognition in the Companys consolidated statements of
operations in accordance with APB Opinion No. 25 and
FIN 44.

Predecessor.Employees of the Predecessor participated in the Qwest employee
stock incentive plans. The Qwest stock incentive plans were
accounted for using the intrinsic value method of APB Opinion
No. 25 under which no compensation expense is recognized
for options granted to employees when the strike price of those
options equals or exceeds the value of the underlying security
on the measurement date. Generally, options granted to current
Dex Media West employees under this plan expired 90 days
after the Acquisition.



|    |                                               
|--- | ----------------------------------------------
|(8) | Pension and Other Post-Retirement
    Benefits



|    |                    
|--- | -------------------
|(a) | General Description

Company.Effective
November 8, 2002, Dex Media adopted a pension plan and
effective December 1, 2002, Dex Media adopted an other
post-retirement benefit plan providing retiree healthcare
(together, the Dex Media Plans) with features
similar to the Qwest plans described below. All individuals who
became

11



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##### Table of Contents



DEX MEDIA WEST LLC


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


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

employees of Dex Media in connection with the
Acquisition and who previously participated in the Qwest plans
now participate in the Dex Media Plans. Employees of Qwest Dex
who retired prior to the date of the Acquisition became retirees
of Qwest and as such receive benefits under the Qwest Plans. Dex
Media has filed for a determination letter with the IRS for its
pension plan.

Pension costs and other post-retirement costs are
recognized over the periods in which the employee renders
services and becomes eligible to receive benefits as determined
by using the projected unit credit method. Dex Medias
funding policy is to make contributions with the objective of
accumulating sufficient assets to pay all benefits when due. No
pension funding was required for Dex Media for the three months
ended March 31, 2004 and 2003. The other post-retirement
benefit plan is pay-as-you go and is funded out of Dex
Medias operating cash as the costs are incurred. No other
post-retirement benefit funding was required for Dex Media for
the three months ended March 31, 2004 and 2003.

On September 9, 2003, Dex West employees
became employees of Dex Media East. Effective January 1,
2004, all employees of Dex Media East were transferred to
Service Co. As such, all employee-related liabilities, including
pension and other post-retirement obligations, are included in
Service Co.s liabilities. The Company records an affiliate
payable for the portion of the liability associated with the
employees who provide services to Dex Media West. Under the
Shared Services and Employees Agreement dated September 9,
2003, costs related to employees providing services entirely for
Dex Media West are allocated 100% to Dex Media West. Shared
employee costs are allocated and charged to Dex Media West based
upon Dex Media Wests proportional share of consolidated
Dex Media revenue.

Predecessor.Qwest
Dex employees participated in the Qwest pension, other
post-retirement and other post-employment benefit plans. The
amounts contributed by Qwest Dex to these plans were not
segregated or restricted to pay amounts due to Qwest Dex
employees and could be used to provide benefits to other
employees of Qwest or its affiliates. The cost of pension and
post-retirement health care and life insurance benefits and
required contributions were apportioned to Qwest Dex based upon
demographic information provided by the plan administrator.

The noncontributory defined benefit pension plan
included substantially all management and occupational
(union) employees. Post-retirement healthcare and life
insurance plans provided medical, dental, and life insurance
benefits for certain retirees. Qwest also provided
post-employment benefits to certain former employees.

Pension credits and other post-retirement costs
are recognized over the period in which the employee renders
services and becomes eligible to receive benefits as determined
by using the projected unit credit method. Qwests funding
policy is to make contributions with the objective of
accumulating sufficient assets to pay all benefits when due. No
pension funding was required for Qwest or Qwest Dex for the
three months ended March 31, 2003 and neither Qwest nor
Qwest Dex made any contributions to the other post-retirement
benefit plan for the three months ended March 31, 2003.

12



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##### Table of Contents



DEX MEDIA WEST LLC


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


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|    |                                            
|--- | -------------------------------------------
|(b) | Components of Net Periodic Benefit
    Cost

The components of net periodic benefit cost for
the Company and the Predecessor are as follows (in thousands):

|                                   |                           |                    |        |                    |  |         |     |                 |  |   |        |      |   |   |       |       | 
|---------------------------------- | ------------------------- | ------------------ | ------ | ------------------ |  | ------- | --- | --------------- |  | - | ------ | ---- | - | - | ----- | ----- | 
|                                   |                           |                    |        |                   
|                                   |                           | Company            |        | Predecessor       
|                                   |                           |                    |        |                   
|                                   |                           |                    |        |                   
|                                   |                           | Three Months Ended |        | Three Months Ended
|                                   |                           | March 31, 2004     |        | March 31, 2003    
|                                   |                           |                    |        |                   
|                                   |                           | Pension            |        | Post-Retirement    |  | Pension |     | Post-Retirement
|                                   |                           | Benefit            |        | Benefits           |  | Benefit |     | Benefits       
|                                   |                           |                    |        |                    |  |         |     |                
|Service cost                       |                           | $                  | 1,471  |                    |  | $       | 343 |                 |  | $ | 763    |      |   | $ | 90    |      
|Interest cost                      |                           |                    | 1,713  |                    |  |         | 414 |                 |  |   | 2,687  |      |   |   | 1,642 |      
|Expected return on plan assets     |                           |                    | (2,184 | )                  |  |         |    |                 |  |   | (3,839 | )    |   |   | (572  | )    
|Amortization of prior service cost |                           |                    |       |                    |  |         | (57 | )               |  |   |       |      |   |   | (75   | )    
|Amortization of transition asset   |                           |                    |       |                    |  |         |    |                 |  |   | (318   | )    |   |   |      |      
|Amortization of net loss           |                           |                    |        |                    |  |         |     |                 |  |   |        |      |   |   | 421   |      
|                                   |                           |                    |        |                    |  |         |     |                 |  |   |        |      |   |   |       |      
|                                   | Net periodic benefit cost |                    | $      | 1,000              |  |         | $   | 700             |  |   | $      | (707 | ) |   | $     | 1,506 | 
|                                   |                           |                    |        |                    |  |         |     |                 |  |   |        |      |   |   |       |      



|    |                              
|--- | -----------------------------
|(9) | Commitments and Contingencies



|    |           
|--- | ----------
|(a) | Litigation

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



|    |                 
|--- | ----------------
|(b) | Amdocs Agreement

During February 2003, Dex Media entered into a
five year agreement with Amdocs, Inc. (Amdocs) for
the complete modernization of the Companys and Dex Media
Easts core production platform. Upon the consummation of
the Dex West Acquisition, Dex Medias obligation under the
agreement totaled approximately $108.0 million. This
project is designed to upgrade Dex Medias existing
software system to enhance its functionality. The Company will
be allocated its proportional share of these charges in
accordance with its Shared Services and Employees Agreement as
the charges are incurred over the five year period. In the event
that the Company is unable to meet its obligation, Dex Media
East is required to assume the obligation for charges incurred,
and in the event Dex Media East is unable to meet its obligation
under the agreement, the Company may be required to assume the
portion of the obligation currently attributable to Dex Media
West. As of March 31, 2004, Dex Media East and the Company
collectively have approximately $76.0 million remaining
under this agreement.



|     |                             
|---- | ----------------------------
|(10) | Transactions with Affiliates

Upon consummation of the acquisition of Dex West
on September 9, 2003, all Qwest employees transferred to
Dex Media West became legal employees of Dex Media East.
Effective January 1, 2004, all employees of Dex Media East
were transferred to Dex Service Co. As such, all
employee-related liabilities, including pension and other
post-retirement obligations, are included in Service Co.s
liabilities, with an offsetting asset recorded as an affiliate
receivable. Dex Media West is charged and carries an affiliate
payable for the portion of the liability associated with
employees providing services to Dex Media West. Per the Shared
Services and Employees Agreement dated September 9, 2003,
costs related to employees providing services entirely for Dex
Media West are allocated 100% to Dex Media West. Shared employee
costs are

13



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##### Table of Contents



DEX MEDIA WEST LLC


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


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

allocated and charged to Dex Media West based
upon Dex Media Wests proportional share of consolidated
Dex Media revenue. All cash related affiliate balances are
settled at least monthly.

(11) Related Party Transactions, Other
than Affiliates

In connection with the Acquisition, the Company
entered into a management consulting agreement with each of the
Sponsors. Each agreement allows the Company access to the
Sponsors expertise in areas such as corporate management,
financial transactions, product strategy, investment,
acquisitions and other matters that relate to the Companys
business, administration and policies. Each of the Sponsors will
receive an annual advisory fee of $1.0 million for
advisory, consulting and other services. These annual payments
shall continue until the agreements are terminated. Pursuant to
these management consulting agreements, the Company incurred
$0.5 million in pro-rated annual advisory fees for three
months ended March 31, 2004.

Dex Media has entered into a two year network
services agreement with SAVVIS Communications Corporation
(SAVVIS), pursuant to which SAVVIS will provide
network connections and other services to support the
Companys integrated production system and other systems.
SAVVIS is an affiliate of WCAS. The Company and Dex Media East
expect to pay SAVVIS approximately $2.2 million,
collectively, over the two-year term of the contract, although
the Company has the option to purchase additional services for
which the Company would pay SAVVIS additional fees.



|     |                 
|---- | ----------------
|(12) | Subsequent Event

Dex Media filed a Form S-1 with the SEC on
May 14, 2004 in connection with its proposed initial public
offering. The intended use of proceeds from the offering is to
reduce the Companys and Dex Media Easts senior
subordinated notes by $273.0 million and
$183.8 million, respectively.

14



---



##### Table of Contents





|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 2. | Managements Discussion and Analysis
    of Financial Condition and Results of Operations

Executive Overview



| |           
| | ----------
| | Background

The following discussion and analysis of our
financial condition and results of operations covers periods
prior to and subsequent to the acquisition of Dex West on
September 9, 2003 (the Acquisition). In this
section, references to Dex West or
Predecessor refer to the historical operations of
Qwest Dex Holdings, Inc. and its subsidiary in Arizona, Idaho,
Montana, Oregon, Utah, Washington and Wyoming (collectively the
Dex West States) prior to the Acquisition.
References to we, our or us
refers to Dex Media West, the successor to Dex West. We have
operated as a stand-alone company since the Acquisition. The
Acquisition has been accounted for under the purchase method of
accounting. Under this method, the pre-acquisition deferred
revenue and related deferred costs associated with directories
that were published prior to the acquisition date were not
carried over to Dex Media Wests balance sheet. The effect
of this accounting treatment is to reduce revenue and related
costs that would otherwise have been recognized during the
twelve months subsequent to the acquisition date.

The discussion and analysis of historical
predecessor periods does not reflect the significant impact that
the Acquisition has had on us, including significantly increased
leverage and liquidity requirements. The statements in the
discussion and analysis regarding industry outlook, our
expectations regarding future performance of our business and
the other non-historical statements are forward-looking
statements. These forward-looking statements are subject to
numerous risks and uncertainties. Our actual results may differ
materially from those contained in any forward-looking
statements. See  Disclosure Regarding
Forward-Looking Statements. You should read the following
discussion together with our condensed consolidated financial
statements and related notes thereto included elsewhere herein.

As a result of our conversion to the Amdocs
software system, certain of our customer categories will be
reclassified, which may result in a change in how we report our
total number of customer accounts.



| |             
| | ------------
| | Our Business

We are the largest directory publisher in the Dex
West States and the fourth largest directory publisher in the
U.S. For the three months ended March 31, 2004 we
published 41 directories and distributed approximately
11 million copies of these directories to business and
residential consumers in the Dex West States. We also provide
related services, including an Internet-based directory. For the
three months ended March 31, 2004 we generated
$207.4 million in revenue. Excluding the effects of
purchase accounting adjustments to deferred revenue, our revenue
for the three months ended March 31, 2004 would have been
$230.1 million. Approximately 97% of our total revenue,
excluding the effects of purchase accounting, for the three
months ended March 31, 2004 was generated from the
publication of directories.



| |                    
| | -------------------
| | Stand-Alone Company

Our Predecessor historically operated as the
directory business of Qwest Dex in the Dex West States and not
as a stand-alone company. The combined financial statements
included for the three months ended March 31, 2003 have
been derived from the historical financial statements of Qwest
Dex and include the activities of Qwest Dex for business
conducted in the Dex West States prior to the Acquisition.
Because of the Predecessors relationship with Qwest Dex as
well as Qwest and its other affiliates, the Predecessors
historical results of operations and cash flows are not
necessarily indicative of what they would have been had the
Predecessor operated without the shared resources of Qwest and
its affiliates. Accordingly, the combined statements for the
three months ended March 31, 2003 are not indicative of our
future results of operations and cash flows. The historical
costs for services provided to the Predecessor by Qwest and its
affiliates may not necessarily reflect the expenses we will
incur as a stand-alone company.

Historically, the Predecessor reimbursed Qwest
for services it and its affiliates provided to Dex West based
upon either (1) tariffed or negotiated contract rates,
(2) market prices or (3) fully distributed costs
(FDC). FDCs include costs associated with employees
of Qwest or Qwest affiliates that are entirely

15



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##### Table of Contents



dedicated to functions within Dex West, many of
whom became employees of Service Co. Such fully distributed
employee costs were paid by Dex West through shared payroll and
benefit systems as incurred. Other affiliate service costs were
paid by Dex based upon presentation of periodic billings from
Qwest or affiliates of Qwest. The allocation methodologies are
consistent with the guidelines established for Qwest reporting
to federal and state regulatory bodies. The historical costs for
services provided to the Predecessor by Qwest affiliates may not
necessarily reflect the expenses that we will incur as an
independent entity.


After the Acquisition, Qwest and Qwest LEC
continued to provide certain services to us that they had
historically provided to the Predecessor, including but not
limited to support services relating to information technology
services and payroll services, pursuant to a transition services
agreement. We have terminated the transition services agreement
with Qwest and Qwest LEC as of December 31, 2003 with
services provided internally or through arrangements with third
parties.

Our Strategy

Our strategy is centered on building
relationships with our major customer groups: small and
medium-sized local businesses and national companies doing
business in the Dex West States. We plan to continue to build
our knowledge of their businesses and develop value-added
content from that knowledge that can be distributed in a variety
of forms. Currently, the primary method of distribution is our
print directories. We also use the Internet and CD-ROMs to
deliver our content. We plan to continue evaluating different
methods of distribution as markets and electronic device
acceptance change, particularly in the digital space.
Additionally, we will look to enhance product offerings such as
bundled print and Internet.

Maximizing the utility of our content is an
important aspect of our overall strategy. To accomplish this, we
plan to continue: innovating new products such as advertising on
book spines, covers and tabs; expanding on market segmentation
such as bilingual directories in select markets; and enhancing
our distribution platforms. In addition, we plan to continue
evaluating our related businesses based on the utility of these
product offerings to our advertisers and customers.

Now that we are a stand-alone company, our
strategy is to focus on improving our infrastructure in order to
achieve a more efficient cost structure and improve revenue
opportunities in the long-term. In 2004, we expect to replace
our entire production system with Amdocs technology in a phased
deployment.

Results of Operations



| |         
| | --------
| | Overview

Our consolidated financial statements included
herein have been prepared on the basis of the deferral and
amortization method of accounting, under which revenue and
expenses are initially deferred and then recognized ratably over
the life of each directory, commencing in the month of delivery.
In 2003, we determined that the 12-month lives of eight
directories published in December 2002 would be extended. These
eight directories were published, in most cases, in January
2004. These extensions were made to more efficiently manage work
and customer flow. The lives of the affected directories are
expected to be 12 months, thereafter. These extensions did
not have a significant impact on our results of operations for
the three months ended March 31, 2004 and are not expected
to have a material effect on revenue or cost of revenue in
future periods under the deferral and amortization method of
accounting.



| |        
| | -------
| | Revenue

We derive virtually all of our revenue from the
sale of advertising in our printed directories, which we refer
to as directory services revenue. We also provide related
services, including an Internet-based directory. Growth in
directory services revenue is affected by several factors,
including changes in the quantity and size of advertisements
sold as well as the proportion of premium advertisements sold,
changes in the pricing of advertising, changes in the quantity
and mix of advertising purchased per customer and the
introduction of additional products which generate incremental
revenue. Directory services revenue may also increase through
the publication of new printed directories.

16



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##### Table of Contents



We estimate that our revenue and cost of revenue
for the twelve months following the consummation of the
Acquisition will be lower than they would have been had the
Acquisition not occurred because the Acquisition has been
accounted for under the purchase method of accounting. Under the
purchase method of accounting, deferred revenue and deferred
directory costs associated with the directories published and
distributed prior to the Acquisition were not carried over to
our balance sheet at the time of purchase. The effect of this
accounting treatment is to reduce revenue and related costs that
would otherwise be recognized in the twelve months subsequent to
the Acquisition. The purchase method of accounting will not
affect our revenue and directory costs in periods subsequent to
September 2004. This purchase accounting adjustment is
non-recurring and has no impact on cash flows.

We enter into transactions where our products and
services are promoted by a customer and, in exchange, we carry
that customers advertisement. We account for these
transactions in accordance with Emerging Issues Task Force
(EITF) Issue No. 99-17, Accounting for
Advertising Barter Transactions.Such transactions
were not significant to the Companys operations for the
three months ended March 31, 2004 and 2003.

In certain cases, we enter into agreements with
customers that involve the delivery of more than one product or
service. We allocate revenue for such arrangements in accordance
with EITF Issue No. 00-21, Revenue Arrangements
with Multiple Deliverables.



| |                
| | ---------------
| | Cost of Revenue

We account for cost of revenue under the deferral
and amortization method of accounting. Accordingly, our cost of
revenue recognized in a reporting period consists of
(1) costs incurred in that period and recognized in that
period, principally sales salaries and wages, (2) costs
incurred in a prior period, a portion of which is amortized and
recognized in the current period and (3) costs incurred in
the current period, a portion of which is amortized and
recognized in that period and the balance of which is deferred
until future periods. Consequently, there will be a difference
between the cost of revenue recognized in any given period and
the costs incurred in the given period, which may be significant.

Costs incurred in the current period and subject
to deferral include direct costs associated with the publication
of directories, including sales commissions, paper, printing,
transportation, distribution and pre-press production, and
employee and systems support costs relating to each of the
foregoing. Sales commissions include commissions paid to
employees for sales to local advertisers and to certified
marketing representatives, which act as our channel to national
advertisers. All deferred costs related to the sale and
production of directories are recognized ratably over the life
of each directory under the deferral and amortization method of
accounting, with cost recognition commencing in the month of
delivery.



| |                                       
| | --------------------------------------
| | General and Administrative
    Expense

Our general and administrative expense consists
primarily of the costs of advertising, promotion and marketing,
administrative staff, information technology, training, customer
billing, corporate management and bad debt expense. All of our
general and administrative expense is recognized in the period
in which it is incurred. Historically, our general and
administrative expense has included the costs of other services,
that were shared among Qwest affiliates, including real estate,
information technologies, finance and human resources. However,
since we have terminated the transition services agreements with
Qwest and Qwest LEC as of December 31, 2003, we now incur
these costs directly. Our general and administrative expense has
increased as a stand-alone company and may continue to increase.



| |                     
| | --------------------
| | Income Tax Provision

We account for income taxes under the asset and
liability method of accounting. Deferred tax assets and
liabilities are recorded to reflect the future tax consequences
of temporary differences between the financial reporting bases
of assets and liabilities and their tax bases at each year end.
Deferred tax assets and liabilities are measured using the
enacted income tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled.
Deferred tax assets and liabilities are adjusted for future
income tax rate

17



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##### Table of Contents



changes in the year the changes are enacted.
Deferred tax assets are recognized for operating losses and tax
credit carry forwards if management believes, based upon
existing evidence, that it is more likely than not that the
carry forward will be utilized. All deferred tax assets are
reviewed for realizability and valuation allowances are recorded
if it is more likely than not that the deferred tax assets will
not be realized.


Items Affecting Comparability Between
Periods

Our revenue and cost of revenue for the twelve
months following the consummation of the Acquisition will be
approximately $120.6 million and $31.6 million lower,
respectively, than our revenue and cost of revenue would have
been because the Acquisition was accounted for under the
purchase method of accounting. As such, the results of
operations for the three months ended March 31, 2004 and
2003 are not comparable.

Dex West financial information for the period
prior to the consummation of the Acquisition on
September 9, 2003 reflects a historic basis of accounting.
Financial information for the period subsequent to the
consummation of the Acquisition reflects a purchase accounting
basis of accounting. As a result of the change in basis of
assets, the financial information for these respective periods
are not comparable.

Upon the consummation of the Acquisition, we
became a stand-alone company. Operating as a separate entity
from Qwest would have increased our costs for the three months
ended March 31, 2003. In addition, we have incurred
incremental pension and benefit costs as a stand-alone entity.
The increase in pension costs results from the elimination of
pension credits included in Dex Wests historical results
related to Qwests over-funded pension plan from which Dex
Media West will no longer benefit. Additionally, Dex Media West
is expected to incur increased employee benefit costs incurred
due to separation from Qwests larger employee base. Other
additional incremental costs relate primarily to post-retirement
pension and other post-employment medical benefits, and to
employee medical insurance and other employee related benefits.
We have incurred certain stand-alone costs in connection with
operating as a separate entity from Qwest. Future stand-alone
costs incurred are unpredictable due to various factors. In
addition, we pay an annual management fee of $2.0 million
to the Sponsors. In connection with Dex Medias initial
public offering, the annual management consulting fees currently
payable under the management consulting agreements with the
Sponsors may be terminated.

Historically, we have been included in the
consolidated federal income tax returns filed by Qwest. We have
had an informal agreement with Qwest pursuant to which we were
required to compute our provision for income taxes on a separate
return basis and pay to, or receive from, Qwest the separate
U.S. federal income tax return liability or benefit so
computed, if any. For federal income tax purposes, the
Acquisition is treated as an asset purchase and we generally
have a tax basis in the acquired assets equal to the purchase
price. As a result, for tax purposes, we will be able to
depreciate assets, primarily intangibles, with a higher tax
basis after the consummation of the Acquisition. These step-ups
in tax basis for intangibles, which will be amortized over
15 years, should significantly reduce our cash income taxes
over that period.

In connection with the Acquisition, we incurred
substantial indebtedness. As a result, we incur significant
interest expense and we have significant repayment obligations.
The interest expense relating to this debt adversely affects our
net income.

18



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##### Table of Contents



Results of Operations



| |                                                                                                 
| | ------------------------------------------------------------------------------------------------
| | The Three Months Ended March 31, 2004
    compared to the Three Months Ended March 31,
    2003.

|                                                                   |                             |                          |        |                        |         |          |        |          |         |   |        |         |         |   |      |       |       |   
|------------------------------------------------------------------ | --------------------------- | ------------------------ | ------ | ---------------------- | ------- | -------- | ------ | -------- | ------- | - | ------ | ------- | ------- | - | ---- | ----- | ----- | --
|                                                                   |                             | Dex Media West           |        | Predecessor            |         |          |        |         
|                                                                   |                             |                          |        |                        |         |          |        |         
|                                                                   |                             | Three Months             |        | Three Months           |         |          |        |         
|                                                                   |                             | Ended                    |        | Ended                  |         |          |        |         
|                                                                   |                             | March 31,                |        | March 31,              |         |          |        |         
|                                                                   |                             | 2004                     |        | 2003                   |         | $ Change |        | % Change
|                                                                   |                             |                          |        |                        |         |          |        |         
|                                                                   |                             |                          |        |                        |         |         
|                                                                   |                             |                          |        | (Dollars in thousands) |         |         
|Revenue:                                                           |                             |                          |        |                        |         |          |        |          |         |   |        |         |         |   |      |      
|                                                                   | Local directory services    |                          | $      | 187,557                |         |          | $      | 189,301  |         |   | $      | (1,744  | )       |   |      | (0.9  | )%   
|                                                                   | National directory services |                          |        | 13,763                 |         |          |        | 34,277   |         |   |        | (20,514 | )       |   |      | (59.8 | )%   
|                                                                   |                             |                          |        |                        |         |          |        |          |         |   |        |         |         |   |      |      
|                                                                   |                             | Total directory services |        |                        | 201,320 |          |        |          | 223,578 |   |        |         | (22,258 | ) |      |       | (10.0 | )%
|Other revenue                                                      |                             |                          | 6,068  |                        |         |          | 5,037  |          |         |   | 1,031  |         |         |   | 20.5 | %    
|                                                                   |                             |                          |        |                        |         |          |        |          |         |   |        |         |         |   |      |      
|                                                                   |                             | Total revenue            |        |                        | 207,388 |          |        |          | 228,615 |   |        |         | (21,227 | ) |      |       | 9.3   | % 
|Cost of revenue                                                    |                             |                          | 62,822 |                        |         |          | 67,611 |          |         |   | (4,789 | )       |         |   | (7.1 | )%   
|                                                                   |                             |                          |        |                        |         |          |        |          |         |   |        |         |         |   |      |      
|                                                                   | Gross profit                |                          |        | 144,566                |         |          |        | 161,004  |         |   |        | (16,438 | )       |   |      | (10.2 | )%   
|                                                                   | Gross margin                |                          |        | 69.7                   | %       |          |        | 70.4     | %       |   |        |         |         |   |      |       |      
|General and administrative expense, including bad
    debt expense |                             | $                        | 28,858 |                        |         | $        | 23,831 |          |         | $ | 5,027  |         |         |   | 21.1 | %    



| |        
| | -------
| | Revenue

Total revenue decreased by $21.2 million or
9.3%, to $207.4 million for the three months ended
March 31, 2004 from $228.6 million for the three
months ended March 31, 2003. Excluding the effects of
purchase accounting for deferred revenue, which totaled
$22.7 million, total revenue for the three months ended
March 31, 2004 would have been $230.1 million, a
$1.5 million, or 0.7% increase from the same period in
2003. Total revenue, excluding the effects of purchase
accounting, included $224.1 million in directory services
revenue and $6.1 million in revenue for all other products.
The increase in total revenue, excluding the effects of purchase
accounting, is substantially due to increases in local directory
services revenue offset by decreases in revenue from national
advertisers, as discussed below.

Total directory services revenue, which consists
of local and national directory services revenue, decreased
$22.3 million, or 10.0% to $201.3 million for the
three months ended March 31, 2004 from $223.6 million
for the three months ended March 31, 2003. Excluding the
effects of purchase accounting, total directory services revenue
increased by $0.4 million to $224.0 million for the
three months ended March 31, 2004.

Directory services revenue is affected by a
variety of volume and pricing factors. Volume related factors
include the quantity of ads sold, the change in mix of ads among
our product families and the proportion of ads sold with premium
features. Pricing factors include certain price increases that
are applied by product and market and that are offset by
discount programs that may be offered in selected local markets
for targeted products or headings. Such factors generally affect
the dollar volume of orders initiated in a period which are
recognized as revenue over the life of a given directory,
beginning in the month of delivery. Multiple factors contribute
to changes in revenue, and although no single factor can be
distinguished as the primary cause, improvements in product mix
and pricing, combined with stable customer retention,
contributed to our increased directory services revenue.

Local directory services revenue decreased
$1.7 million, or 0.9% to $187.6 million for the three
months ended March 31, 2004 compared to $189.3 million
for the three months ended March 31, 2003. Local directory
services revenue, excluding the effects of purchase accounting
which totaled $2.5 million, increased by $0.8 million
to $190.1 million for the three months ended March 31,
2004 from $189.3 million for the three months ended
March 31, 2003. Local directory services revenue, excluding
the effects of purchase accounting, accounted for 82.6% of
revenue for the three months ended March 31, 2004 compared
to 82.8% for 2003.

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Revenue from national advertisers, including
Qwest, decreased $20.5 million, or 59.8%, to
$13.8 million for the three months ended March 31,
2004, as compared to $34.3 million for the three months
ended March 31, 2003. Revenue from national advertisers,
including Qwest, excluding the effects of purchase accounting
which totaled $20.2 million, decreased $0.3 million,
or 0.9% to $34.0 million for the three months ended
March 31, 2004 compared to $34.3 million for the three
months ended March 31, 2003. Revenue from national
advertisers, including Qwest, for the three months ended
March 31, 2004 accounted for 14.8% of revenue, excluding
the effects of purchase accounting, as compared to 15.0% for
three months ended March 31, 2003.

Other revenue increased by $1.0 million, or
20.5%, to $6.1 million for the three months ended
March 31, 2004 from $5.0 million for the three months
ended March 31, 2003.



| |                
| | ---------------
| | Cost of Revenue

Cost of revenue recognized was $62.8 million
for the three months ended March 31, 2004 compared to
$67.6 million for the three months ended March 31,
2003. Excluding the effects of purchase accounting for deferred
costs, which totaled $6.4 million, cost of revenue
recognized would have been $69.2 million for the three
months ended March 31, 2004. Cost of revenue recognized
represented 30.1% of revenue, excluding the effects of purchase
accounting, for the three months ended March 31, 2004,
compared to 30.0% of revenue for the three months ended
March 31, 2003.

For the three months ended March 31, 2004
and 2003, we and our Predecessor incurred costs subject to
deferral and amortization of $82.2 million and
$69.9 million, respectively. Costs subject to deferral and
amortization include certain employee costs, direct costs of
publishing and other costs. The increase in incurred costs is
primarily due to the shifts in publication schedules which
impacted direct costs of publishing and national commissions by
$9.7 million.

Employee costs incurred decreased by
$0.8 million, or 2.5% to $30.8 million for the three
months ended March 31, 2004 from $31.6 million for the
three months ended March 31, 2003. This decrease was
primarily a result of lower sales incentives.

Direct costs of publishing incurred, which
primarily include paper, printing and distribution, were
$35.6 million and $25.1 million for three months ended
March 31, 2004 and 2003, respectively. The differences in
directory publication schedules between the periods contributed
to $7.1 million of the increase.

Other costs of revenue incurred, which primarily
includes systems expense, national commissions, office and
facilities expense, and professional fees was $15.8 million
for the three months ended March 31, 2004 compared to
$13.2 million for the three months ended March 31,
2003.



| |             
| | ------------
| | Gross Profit

Our gross profit was $144.6 million for the
three months ended March 31, 2004 compared to
$161.0 million for the three months ended March 31,
2003. Excluding the effects of purchase accounting, gross profit
for the three months ended March 31, 2004 would have been
$160.9 million. Gross margin, excluding the effects of
purchase accounting, decreased to 69.9% for the three months
ended March 31, 2004 from 70.4% for the three months ended
March 31, 2003.



| |                                       
| | --------------------------------------
| | General and Administrative
    Expense

General and administrative expense, excluding
depreciation and amortization, increased $5.0 million, or
21.1%, to $28.9 million for the three months ended
March 31, 2004 from $23.8 million for the three months
ended March 31, 2003. The increase was primarily due to
increases in employee costs, advertising and office and
facilities expense.

Employee costs increased $3.7 million, or
75.5%, to $8.6 million from $4.9 million for the three
months ended March 31, 2004 and 2003, respectively.
Employee costs include salaries and wages, benefits and other
employee costs. Salaries and wages increased $2.3 million,
or 76.7%, to $5.3 million for the three months

20



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##### Table of Contents



ended March 31, 2004 from $3.0 million
for the three months ended March 31, 2003. The increase in
salaries and wages was due to additional stand-alone costs
resulting from operating the Company as a separate entity from
Qwest, including additional employees in information technology,
finance and human resources. Benefits increased
$1.3 million, or 81.3%, to $2.9 million for three
months ended March 31, 2004 from $1.6 million for the
three months ended March 31, 2003. This increase is
primarily due to pension credits in 2003 compared to pension
expense for the three months ended March 31, 2004. Other
employee costs were $0.4 million and $0.3 million for
the three months ended march 31, 2004 and 2003,
respectively.


Bad debt expense decreased $0.2 million, or
2.1%, to $7.1 million for the three months ended
March 31, 2004 from $7.2 million for the three months
ended March 31, 2003. Bad debt expense as a percent of
total revenue, excluding the effects of purchase accounting, was
3.1% for the three months ended March 31, 2004 compared to
3.2% for the three months ended March 31, 2003.

Advertising increased $1.7 million, or
81.0%, to $3.8 million for the three months ended
March 31, 2004 from $2.1 million for the three months
ended March 31, 2003 due to efforts to increase customer
awareness, including promoting the new Dex trademark and product
offerings. Advertising as a percent of revenue, excluding the
effects of purchase accounting, increased to 1.7% for the three
months ended March 31, 2004 compared to 0.9% for the three
months ended March 31, 2003.

Office and facilities expense was
$3.4 million for the three months ended March 31, 2004
compared to $2.1 million for the three months ended
March 31, 2004.

All other general and administrative expense,
decreased $1.5 million, or 20.0%, to $6.0 million for
the three months ended March 31, 2004 from
$7.5 million for the comparable period in 2003. For the
three months ended March 31, 2003, other general and
administrative expense includes affiliate charges and overhead
allocations from Qwest.



| |             
| | ------------
| | Income Taxes

SFAS No. 109 requires that we recognize
deferred income tax assets on net operating losses to the extent
realization of these assets is more likely than not. As of
March 31, 2004 we have recorded $18.0 million of
deferred income tax assets resulting primarily from net
operating loss carryforwards. Based upon current projections of
income and expenses, we have determined that it is more likely
than not that we will utilize these deferred tax assets before
the expiration of the net operating loss carryforward periods.
Accordingly, no valuation allowance has been recorded.



| |                            
| | ---------------------------
| | Amortization of Intangibles

In connection with the Acquisition, we recorded
significant intangible assets at the date of Acquisition.
Substantial portions of these assets have definite lives and are
subject to amortization. For the three months ended
March 31, 2004 we recognized $57.8 million in
amortization expense related to our identifiable intangible
assets. There were no comparable expenses in periods of the
Predecessor.



| |                 
| | ----------------
| | Interest Expense

We incurred significant indebtedness in
connection with the Acquisition and did not acquire the
indebtedness of our Predecessor. As such, interest expense
subsequent to and prior to the Acquisition are not comparable.
We recognized interest expense of $55.2 million for the
three months ended March 31, 2004.

Liquidity and Capital Resources



| |         
| | --------
| | Overview

Following the transactions related to the
Acquisition, our primary source of liquidity continues to be
cash flow generated from operations. We also have availability
under our revolving credit facility, subject to certain
conditions.

21



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In connection with the Acquisition, we incurred
$2,213.0 million of borrowings under our credit facilities
and $1,165.0 million of indebtedness with the issuance of
the outstanding notes. As of March 31, 2004, we had
outstanding $3,173.0 million in aggregate indebtedness. As
a result, we are significantly leveraged and our liquidity
requirements will be significantly increased, primarily due to
increased debt service obligations.

Our credit facilities consist of a revolving
credit facility and term loan facilities. The revolving credit
facility expiring in September 2009 is comprised of total
principal of up to $100.0 million available for general
corporate purposes, subject to certain conditions. The term loan
facilities consist of a Tranche A term loan facility and a
Tranche B term loan facility, which mature in September
2009 and March 2010, respectively.

Our credit facilities bear interest, at our
option, at either:



| |   |                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a base rate used by JPMorgan Chase Bank, plus an
    applicable margin; or                                                                                                                                                              
|
| |  | a eurocurrency rate on deposits for one, two,
    three or six-month periods (or nine or twelve-month periods if,
    at the time of the borrowing, all lenders agree to make such a
    duration available), plus an applicable margin.

The applicable margins on loans under our
revolving credit facility, the Tranche A term loan facility
and the Tranche B term loan facility are subject to change
depending on our leverage ratio.

In addition to paying interest on outstanding
principal amounts under our credit facilities, we are required
to pay an annual commitment fee of 0.5% to the lenders for the
unused commitments under our revolving credit facility. The
commitment fee is payable quarterly in arrears and is subject to
change depending on our leverage ratio.

Our credit facilities contain negative and
affirmative covenants and requirements affecting us and domestic
subsidiaries that we create or acquire, with certain exceptions
set forth in our credit agreement. Our credit facilities contain
the following negative covenants and restrictions, among others:
restrictions on liens, sale-leaseback transactions, incurrence
of debt, payment of dividends and other restricted junior
payments, redemptions and stock repurchases, consolidations and
mergers, acquisitions, asset dispositions, investments, loans,
advances, changes in line of business, changes in fiscal year,
restrictive agreements with subsidiaries, transactions with
affiliates, capital expenditures, amendments to charter, by-laws
and other material documents, hedging agreements and
inter-company indebtedness. Our credit facilities also require
us to meet certain financial covenants, including leverage
ratios, an interest coverage ratio and a fixed charges coverage
ratio.

We entered into a billing and collection services
agreement with Qwest LEC upon the consummation of the
Acquisition. Under this agreement, Qwest LEC will continue until
November 7, 2004 subject to renewal, to bill and collect,
on our behalf, amounts owed by customers, that are also Qwest
local telephone customers, for our directory services. In 2003,
Qwest LEC billed approximately 47% of our revenue, excluding the
effects of purchase accounting, on our behalf, and we billed the
remaining 53% directly. Qwest LEC bills the customer on the same
billing statement on which it bills the customer for local
telephone service. In conjunction with the Acquisition, we
developed and continue to maintain the ability to transition
from the Qwest LEC billing and collection system to our own
billing and collection system, for those customers billed by
Qwest, within approximately two weeks should we choose to do so.

Historically, our Predecessors principal
source of liquidity has been cash flow generated from
operations. Prior to the consummation of the Acquisition, Dex
Wests primary liquidity requirements were for debt service
on that portion of a Qwest Dex line of credit borrowing
arrangement with an affiliate of Qwest which was apportioned to
it, debt service on $750.0 million of debt issued by Qwest
Dex, dividends to Qwest, income tax payments to Qwest for the
estimated tax liability of Qwest Dex as well as capital
expenditures and working capital. Our Predecessor has
historically generated sufficient cash flow to fund operations
and investments and to make payments to Qwest.

22



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| |                     
| | --------------------
| | Sources of Liquidity

Net cash provided by operations was
$46.4 million for the three months ended March 31,
2004. Cash provided by operations was generated primarily from
cash receipts from the sale of directory advertisements, reduced
by cash disbursements for cost of revenue incurred, general and
administrative expenses and interest expense.

Net cash used for investing activities was
$10.4 million for the three months ended March 31,
2004. The principal use of cash for investing activities was
$15.6 million of expenditures for property, plant, and
equipment and software. The principal source of cash flows from
investing activities was $5.3 million cash received in
settlement of the working capital true up for assets acquired
and liabilities assumed in the Acquisition.

Net cash used for financing activities was
$32.2 million for the three months ended March 31,
2004. Significant uses of cash for financing activities for the
three months ended March 31, 2004 include
$30.0 million of repayments on long-term borrowings and
$2.1 million of dividends paid to our parent.

Our ability to make payments on and to refinance
our indebtedness and to fund planned capital expenditures will
depend to a large extent on our ability to generate cash in the
future. This, to a certain extent, is subject to general
economic, financial, competitive, legislative, regulatory and
other factors that are beyond our control. Based on our current
level of operations, we believe our cash flow from operations,
available cash and available borrowings under our credit
facilities will be adequate to meet our future liquidity needs
for at least the next 12 months.

We cannot assure you, however, that our business
will generate sufficient cash flow from operations in an amount
sufficient to enable us to pay our indebtedness or to fund our
other liquidity needs. The restrictive covenants under the note
indentures and credit agreement prohibit us from commingling the
funds of Dex Media East with ours. They also prohibit us from
borrowing any funds from Dex Media East. Despite the restrictive
covenants under the note indentures and credit agreement
limiting our ability to incur additional indebtedness and
dispose of our assets, the covenants allow for multiple sources
of limited liquidity that we may access to meet our ongoing
business needs, including:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | i. Cash from operating cash flow.                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | ii. Up to $100.0 million of the
    revolving credit facility available to us as of March 31,
    2004.                                                                                                                                                                                                                                                                                                                                        
|
| | iii. Other unsecured indebtedness which we
    may incur up to an aggregate principal amount of
    $75.0 million.                                                                                                                                                                                                                                                                                                                             
|
| | iv. We may sell, or dispose of, assets up to
    $15.0 million annually, subject to an aggregate amount of
    $30.0 million.                                                                                                                                                                                                                                                                                                                  
|
| | v. The proceeds from any debt issuance which
    we may use as long as our leverage ratio is at or below 4.0 to
    1.0.                                                                                                                                                                                                                                                                                                                       
|
| | vi. We may use the proceeds from any equity
    offering as follows: a) 50%, if our leverage ratio is above
    4.0 to 1.0 or b) 100%, if our leverage ratio is at or below
    4.0 to 1.0. As a condition to the closing of Dex Media initial
    public offering, we will amend our credit facility to, among
    other things, allow us access to a portion of the proceeds from
    any equity offering irrespective of our leverage ratio.

The credit agreement and indentures governing the
notes permit us to pursue the option of financing our capital
expenditures with capital leases as long as the aggregate
outstanding balance of capital leases is not in excess of
$45.0 million at any time. As of March 31, 2004, the
outstanding balance of capital leases was $0.6 million.

Our access to liquidity will improve
significantly when our leverage ratio drops below 4.0 to 1.0.
The leverage ratio can be improved by reducing debt level or
increasing the amount of earnings before interest, taxes,
depreciation and amortization (EBITDA). When our
leverage ratio is under 4.0 to 1.0, we may retain any proceeds
from debt or equity issuances for any business purpose, except
for optional repayment of non-

23



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##### Table of Contents



credit facility related debt with equity
proceeds. If we use equity proceeds to optionally repay a
cumulative amount of non-credit facility related debt in excess
of $20.0 million, we are required to repay equal amounts of
debt under our term facilities with the proceeds from the same
equity issuances.




| |                  
| | -----------------
| | Uses of Liquidity

We expect that our primary liquidity requirements
will be for debt service on our credit facilities and notes,
capital expenditures and working capital. During three months
ended March 31, 2004, we used the funds generated from
operations in excess of liquidity requirements to make optional
repayments under our credit facilities.

Our debt portfolio, consisting of the amounts
borrowed under the credit facilities, senior notes and senior
subordinated notes, is comprised of 36.7% fixed rate debt and
63.3% floating rate debt as of March 31, 2004. Mandatory
repayments or optional repayments under the credit facilities in
the future will cause the percentage of fixed rate debt in our
debt portfolio to increase. As our fixed rate debt as a
percentage of our total debt increases, the effective interest
rate of our debt portfolio will rise. Due to the current low
interest rate environment, the floating rate debt under the
credit facilities has significantly lower interest rates than
the fixed interest rates of our senior notes and senior
subordinated notes. If short-term interest rates rise, the
effective interest rate of our portfolio will also increase.

Tranche A and Tranche B of our term
loan credit facilities have scheduled quarterly principal
repayments starting June 30, 2004 and continue until the
maturity dates of the facilities. Any optional repayment is
applied to reduce the subsequent scheduled repayments of each
tranche, in direct order of the first four scheduled repayments,
and thereafter, ratably. As a result of the optional repayments
made since September 10, 2003, the required quarterly
payments for Tranche A in the period from June 30,
2004 to September 30, 2004 and for Tranche B in the
period from June 30, 2004 to March 31, 2005 have been
reduced to zero. The first mandatory repayment is now due
December 31, 2004 for Tranche A and June 30, 2005
for Tranche B.

On November 10, 2003, our indirect parent,
Dex Media, issued $500.0 million of 8% Notes due 2013
and $389.0 million aggregate principal amount at maturity
of 9% Discount Notes due 2013 for gross proceeds of
$750.2 million. The gross proceeds of $750.2 million
were paid by Dex Media as a distribution to its parent and
ultimately to the Sponsors. These notes are expected to be
serviced and repaid from distributions to Dex Media from us and
our affiliate, Dex Media East, subject in each case to
restrictions contained in our respective debt agreements.
Accordingly, our cash requirements will increase in May 2009
when cash interest becomes payable on Dex Medias 9%
Discount Notes.

On February 11, 2004, our indirect parent,
Dex Media, issued another $361.0 million aggregate
principal amount at maturity of 9% Discount Notes due 2013 for
gross proceeds of $250.5 million. The gross proceeds of
$250.5 million were paid by Dex Media as a distribution to
its parent and ultimately to the Sponsors. These discount notes
defer interest until May 2009 at which time we, along with our
affiliate, Dex Media East, will be expected to service and repay
this debt in the form of distributions to Dex Media, subject in
each case to restrictions contained in our respective debt
agreements.

Dex Media has no operations of its own and
derives all of its cash flow and liquidity from its
subsidiaries. It depends on the earnings and the distribution of
funds from us and Dex Media East to meet its business needs.
Although we are not obligated to make funds available to Dex
Media for any purpose, we are expected to make cash
distributions of $11.6 million to Dex Media semi-annually
to service its cash interest obligations on the 8% Notes
due 2013, subject to certain covenant requirements under the
note indentures and credit agreement. Although the terms of our
credit facilities permit us to pay cash distributions to Dex
Media in an amount not to exceed 58% of the regularly scheduled
interest payments on the initial $250.0 million of the
$500.0 million of 8% Notes due 2013, we must meet an
interest coverage ratio for the four consecutive fiscal quarters
prior to the payment of the distribution to Dex Media to cover
our 58% portion of the regularly scheduled interest payments on
the remaining $250.0 million of the $500.0 million of
8% Notes due 2013. The indentures relating to our senior
notes and senior subordinated notes permit up to
$50.0 million in any fiscal year to be distributed to Dex
Media to make interest payments on Dex Medias Discount
Notes and Notes.

24



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##### Table of Contents



Material Trends, Known Facts and
Uncertainties



| |                    
| | -------------------
| | Advertising Revenue

Directory services revenue is our most
significant source of revenue. Competition from other yellow
pages publishers affects our ability to attract and retain
advertisers and to increase advertising rates.



| |             
| | ------------
| | Paper Prices

Paper is our principal raw material.
Substantially all of the paper that we use (other than for
covers) is supplied by two companies: Nippon Paper Industries
USA Co., Ltd. (formerly Daishowa America Co., Ltd.) and Norske
Skog Canada (USA), Inc. Prices under the two agreements are
negotiated each year based on prevailing market rates, which
have been declining consistent with general U.S. market
trends for directory paper over the last three years.



| |                  
| | -----------------
| | Stand-Alone Costs

Historically, the Predecessor reimbursed Qwest
for services Qwest and its affiliates provided to Dex West based
upon either (1) tariffed or negotiated contract rates,
(2) market prices or (3) fully distributed costs. The
historical costs for services provided to the Predecessor by
Qwest affiliates do not reflect the expenses that we will incur
as a stand-alone entity. As of December 31, 2003 we
completed the replacement of the services provided by Qwest and
Qwest LEC with services provided internally or through
arrangements with third parties. We expect that the costs we
incur on a stand-alone basis will be higher than historical
costs for services previously provided by Qwest and its
affiliates.



| |      
| | -----
| | Usage

Based on industry sources, overall usage of
printed yellow pages directories in the U.S. declined by a
compound annual rate of approximately 2% between 1999 and
2003. Several factors, including the publication of competing
directories and the increased usage of Internet-based
directories, could cause usage of our printed directories to
continue to decline. Any declines in usage could limit our
ability to maintain or increase our advertising prices, cause
businesses that purchase advertising in our yellow pages
directories to reduce or discontinue those purchases and
discourage businesses that do not purchase advertising in our
yellow pages directories from doing so. Any of these factors
could affect our ability to generate revenue and have a material
adverse effect on our business.



| |                  
| | -----------------
| | On-Line Migration

Although we remain primarily focused on our
printed directories, we also market an Internet-based directory
service, DexOnline.com (formerly Qwestdex.com), to our
advertisers. We view our Internet-based directory as a
complement to our print product rather than as a stand-alone
business. We believe that any decline in the usage of our
printed directories could be offset in part by an increase in
usage of our Internet-based directory. We also believe that
increased usage of Internet-based directories will continue to
support overall usage and advertising rates in the
U.S. directory advertising industry and could provide us
with growth in advertisements. However, if we cannot provide
services over the Internet successfully or compete successfully
with other Internet-based directory services, our business would
be negatively impacted.



| |                          
| | -------------------------
| | Reduction of Bond Ratings

In anticipation of the $361.0 million of 9%
Discount Notes due 2013 issued on February 11, 2004 by our
indirect parent, Dex Media, Moodys Investor Service
downgraded the credit ratings of our credit facilities, senior
notes and senior subordinated notes by one notch while Standard
and Poors maintained a negative outlook on our credit ratings.
The rating downgrade does not have any immediate impact on our
financing costs. If we issue new debt or refinance our existing
debt in the future, the downgrade may result in higher interest
costs.

25



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##### Table of Contents





| |            
| | -----------
| | Competition

The U.S. directory advertising industry is
competitive. There are a number of independent directory
publishers and publishers affiliated with local exchange
carriers with which we compete in one or more of the Dex West
States. For example, new competitive directories were introduced
in four of our top ten markets in 2003 compared to just one new
competitive directory in 2002.

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

The foregoing list of factors should not be
construed as exhaustive or as an admission regarding the
adequacy of disclosure made by us.

We disclaim any intention or obligation to update
or revise forward-looking statements, whether as a result of new
information, future events or otherwise.

Critical Accounting Policies and
Estimates

We have identified the policies below as critical
to our business operations and the understanding of our results
of operations. The effect and any associated risks related to
these policies on our business operations is discussed
throughout Managements Discussion and Analysis of
Financial Condition and Results of Operations where these
policies affect our reported and expected financial results.



| |                    
| | -------------------
| | Revenue Recognition

The sale of advertising in printed directories
published by us is our primary source of revenue. We recognize
revenue ratably over the life of each directory using the
deferral and amortization method of accounting, with revenue
recognition commencing in the month of delivery. Our directories
are initially published with an estimated 12-month useful life,
although we may revise the estimate of a directory life
subsequent to its publication in order to better manage customer
and production workflow as it relates to other directories
published in the same period. Because we generally have the
right to bill and collect revenue related to the extension of
directory publishing dates, a revision in the estimated life of
a given directory should not have a significant impact on our
results of operations or cash flows.



| |                
| | ---------------
| | Cost of Revenue

Direct costs related to the sales, production and
distribution of directories are recognized ratably over the life
of each directory under the deferral and amortization method of
accounting, with cost recognition commencing in the month of
delivery. Direct costs include sales commissions, graphics costs
and the costs of printing, publishing and distribution.
Revisions in the estimated useful lives of directories after
their initial publication may cause the acceleration or
deceleration of cost recognition related to the amortization of
deferred directory costs. Although we cannot predict the extent
such changes could have on future cost recognition, the movement
of book publishing dates has historically had a minimal impact
on cost recognition between periods.



| |                                                         
| | --------------------------------------------------------
| | Allowance for Doubtful Accounts and Bad
    Debt Expense

We periodically make judgments regarding the
collectibility of outstanding receivables and provide
appropriate allowances when collectibility becomes doubtful.
Although we believe our allowance for doubtful accounts
adequately reflects that portion of our receivables that are
uncollectible, we may revise our estimates in future periods
based upon new circumstances and such revisions may be material.

26



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| |             
| | ------------
| | Income Taxes

It is our determination that it is more likely
than not that we will utilize our deferred tax assets before the
expiration of the net operating loss carryforward period. This
determination is based upon our estimation of projected book and
taxable income and expense over the next several years. To the
extent our projections vary significantly from actual results, a
portion of our deferred tax benefits may not be realizable,
resulting in a charge to income tax expense.



| |                                                    
| | ---------------------------------------------------
| | Disclosure Regarding Forward-Looking
    Statements

This Form 10-Q contains forward-looking
statements. These statements relate to future events or our
future financial performance, and involve known and unknown
risks, uncertainties and other factors that may cause our actual
results, levels of activity, performance or achievements to be
materially different from any future results, levels of
activity, performance or achievements expressed or implied by
these forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as
may, will, should,
expects, intends, plans,
anticipates, believes,
estimates, predicts,
potential, continue or the negative of
these terms or other comparable terminology. These statements
are only predictions. Actual events or results may differ
materially.

Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance
or achievements. These forward-looking statements are made as of
the date of this Form 10-Q and, except as required under
the federal securities laws and the rules and regulations of the
SEC, we assume no obligation to update or revise them or to
provide reasons why actual results may differ.



|        |                                                               
|------- | --------------------------------------------------------------
|Item 3. | Quantitative and Qualitative Disclosures
    About Market Risk

Long-Term Debt

As of March 31, 2004, we had a total
outstanding debt balance of $3,173.0 million comprising of
$2,008.0 million of variable rate debt drawn under the
secured credit facilities, $385.0 million of senior notes
and $780.0 million of senior subordinated notes. The credit
facilities were made up of $892.4 million of Tranche A
Term Loan maturing in September 2009 and $1,115.6 million
of Tranche B Term Loan maturing in March 2010. Due to the
variable rate characteristics of the credit facilities, the
carrying amounts of Tranche A Term Loan and Tranche B
Term Loan approximated fair values.

The $385.0 million unsecured senior notes
bearing a fixed interest rate of 8 1/2% matures in August
2010. Due to changes in interest rates and market conditions
since the issuance of these fixed rate notes, the fair value of
the notes was $424.5 million at March 31, 2004.

The $780.0 million unsecured senior
subordinated notes bearing a fixed interest rate of 9?% matures
in August 2013. Due to changes in interest rates and market
conditions since the issuance of these fixed rate notes, the
fair value of the notes was $865.8 million at
March 31, 2004.

Interest Rate Risk

As of March 31, 2004, we had no borrowings
outstanding under our revolving credit facility,
$892.4 million of debt outstanding under our Tranche A
term loan facility and $1,115.6 million of debt outstanding
under our Tranche B term loan facility. Interest payable on
our revolving credit facility and each of our term loan
facilities are based upon variable rates. Accordingly, our
earnings and cash flows are affected by changes in interest
rates. Assuming the average level of borrowings with interest
payable at variable rates and assuming a one percentage point
increase in the average interest rate under these borrowings, we
estimate that our interest expense for the there months ended
March 31, 2004 would have increased by approximately
$5.1 million.

27



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##### Table of Contents





|        |                        
|------- | -----------------------
|Item 4. | Controls and Procedures

Dex Media West maintains disclosure controls and
procedures (as defined in Rule 13a-15(e) promulgated under
the Securities Exchange Act of 1934, as amended (the
Exchange Act) that are designed to ensure that
information that would be required to be disclosed in Exchange
Act reports is recorded, processed, summarized and reported
within the time periods specified in the SECs rules and
forms, and that such information is accumulated and communicated
to Dex Media Wests management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure.

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

There have been no significant changes in Dex
Media Wests internal controls or in other factors that
could significantly affect the internal controls subsequent to
the date Dex Media West completed its evaluation.

PART II.

OTHER INFORMATION



|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings

From time to time, we are a party to litigation
matters arising in connection with the normal course of our
business. In many of these matters, plaintiffs allege that they
have suffered damages from errors or omissions or improper
listings contained in directories published by us. Although we
have not had notice of any such claims that we believe to be
material, any pending or future claim could have a material
adverse effect on our business.

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

28



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##### Table of Contents





|        |                                              
|------- | ---------------------------------------------
|Item 2. | Changes in Securities and Use of
    Proceeds

None.



|        |                                    
|------- | -----------------------------------
|Item 3. | Defaults upon Senior
    Securities

None.



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

None.



|        |                  
|------- | -----------------
|Item 5. | Other Information

None.



|        |                                     
|------- | ------------------------------------
|Item 6. | Exhibits and Reports on
    Form 8-K

(a) Exhibits:

|                                                                                                                                                                                                                                                                                                                                                                                                                             |  |   |  |                                                                                                                                 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - |  | --------------------------------------------------------------------------------------------------------------------------------
|31.1                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |  | Certification of Chief Executive Officer of Dex
    Media West LLC pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002
|31.2                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |  | Certification of Chief Financial Officer of Dex
    Media West LLC pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002
|32.1                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |  | Certification of Chief Executive Officer of Dex
    Media West LLC pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002
|32.2                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |  | Certification of Chief Financial Officer of Dex
    Media West LLC pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002
|Exhibits 32.1 and 32.2 are being furnished
    solely to accompany this Report pursuant to 18 U.S.C.
    § 1350, and are not being filed for purposes of
    Section 18 of the Securities Exchange Act of 1934, as
    amended, and are not to be incorporated by references into any
    of our filings, whether made before or after the date hereof,
    regardless of any general incorporation language in such filing.

(b) Reports on Form 8-K:

None.

29



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##### Table of Contents



SIGNATURE

Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, Dex Media West LLC has caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



| |                                  
| | ---------------------------------
| | DEX MEDIA WEST LLC               
|
| | By: /s/ ROBERT M. NEUMEISTER, JR.
| |                                  
| | Robert M. Neumeister, Jr.        
| | Chief Financial Officer and      
| | Executive Vice President         
| | (principal financial officer and 
| | duly authorized officer)         

Date: May 21, 2004

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EXHIBIT INDEX

|                                                                                                                                                                                                                                                                                                                                                                                                                             |  |   |  |                                                                                                                                 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - |  | --------------------------------------------------------------------------------------------------------------------------------
|31.1                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |  | Certification of Chief Executive Officer of Dex
    Media West LLC pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002
|31.2                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |  | Certification of Chief Financial Officer of Dex
    Media West LLC pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002
|32.1                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |  | Certification of Chief Executive Officer of Dex
    Media West LLC pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002
|32.2                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |  | Certification of Chief Financial Officer of Dex
    Media West LLC pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002
|Exhibits 32.1 and 32.2 are being furnished
    solely to accompany this Report pursuant to 18 U.S.C.
    § 1350, and are not being filed for purposes of
    Section 18 of the Securities Exchange Act of 1934, as
    amended, and are not to be incorporated by references into any
    of our filings, whether made before or after the date hereof,
    regardless of any general incorporation language in such filing.